THE BORROWER SHALL PAY THE REASONABLE FEES AND EXPENSES OF ANY
REPRESENTATIVES RETAINED BY ANY COLLATERAL AGENT TO CONDUCT ANY SUCH EVALUATION
OR APPRAISAL.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY DELIVER TO THE LENDERS
COPIES OF ALL SUCH APPRAISALS AND OTHER INFORMATION PROVIDED TO THE BORROWER IN
CONNECTION WITH SUCH EVALUATIONS AND APPRAISALS.
(C)
THE BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, IN
CONNECTION WITH ANY EVALUATION AND APPRAISAL RELATING TO THE COMPUTATION OF THE
BORROWING BASE AMOUNT OR THE ESTIMATED BORROWING BASE AMOUNT, MAINTAIN SUCH
ADDITIONAL RESERVES (FOR PURPOSES OF COMPUTING THE BORROWING BASE AMOUNT OR THE
ESTIMATED BORROWING BASE AMOUNT) IN RESPECT OF ELIGIBLE ACCOUNTS RECEIVABLE AND
ELIGIBLE INVENTORY AND MAKE SUCH OTHER ADJUSTMENTS TO ITS PARAMETERS FOR
INCLUDING ELIGIBLE ACCOUNTS RECEIVABLE, ELIGIBLE INVENTORY AND ELIGIBLE SCRIPT
LISTS IN THE BORROWING BASE AMOUNT AND THE ESTIMATED BORROWING BASE AMOUNT AS
THE COLLATERAL
76
AGENT SHALL REQUIRE BASED UPON THE RESULTS OF SUCH EVALUATION AND APPRAISAL IN
ITS REASONABLE JUDGMENT TO REFLECT BORROWING BASE FACTORS.
SECTION 5.09.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH OF
THE SUBSIDIARIES TO, COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS, RULES,
REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS
PROPERTY, INCLUDING ALL ENVIRONMENTAL LAWS, HIPAA AND ALL OTHER MATERIAL
HEALTHCARE LAWS AND REGULATIONS, EXCEPT WHERE THE NECESSITY OF COMPLIANCE
THEREWITH IS CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS OR TO THE EXTENT
THAT ANY FAILURES SO TO COMPLY, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.10.
USE OF PROCEEDS AND LETTERS OF CREDIT.
(A)
THE PROCEEDS OF THE
TRANCHE 3 TERM LOANS WILL BE USED BY THE BORROWER FOR THE PURPOSES SET FORTH IN
THE PREAMBLE HERETO.
(B)
THE PROCEEDS OF THE REVOLVING LOANS, SWINGLINE LOANS AND LOANS UNDER THE
INCREMENTAL FACILITIES MADE ON OR AFTER THE SECOND RESTATEMENT EFFECTIVE DATE
WILL BE USED BY THE BORROWER AS SET FORTH IN THE PREAMBLE AND FOR GENERAL
CORPORATE PURPOSES, INCLUDING:
(I) PAYMENT OF PART OF THE CONSIDERATION DUE TO THE SELLER IN CONNECTION WITH
THE ACQUISITION;
(II) PAYMENT OF FEES AND EXPENSES (INCLUDING ANY PREMIUMS AND AMENDMENT FEES)
INCURRED IN CONNECTION WITH THE TRANSACTIONS;
(III) LOANS OR OTHER TRANSFERS TO RITE AID HDQTRS. CORP. FOR PURPOSES OF
FINANCING INVENTORY PURCHASES PURSUANT TO THE INTERCOMPANY INVENTORY PURCHASE
AGREEMENT AND ADVANCING FUNDS TO SUBSIDIARY LOAN PARTIES FOR THEIR GENERAL
CORPORATE PURPOSES, INCLUDING WORKING CAPITAL, CONSOLIDATED CAPITAL EXPENDITURES
AND BUSINESS ACQUISITIONS PERMITTED PURSUANT TO SECTION 6.04;
(IV) TRANSFERS TO AN OPERATING ACCOUNT FOR THE PAYMENT OF OPERATING EXPENSES
(INCLUDING RENT, UTILITIES, TAXES, WAGES, REPAIR AND SIMILAR EXPENSES) OF, AND
INTERCOMPANY INVESTMENTS PERMITTED UNDER SECTION 6.04 IN, THE BORROWER OR ANY
SUBSIDIARY LOAN PARTY;
(V) PAYMENT BY THE BORROWER OF PRINCIPAL, INTEREST, FEES AND EXPENSES WITH
RESPECT TO ITS INDEBTEDNESS WHEN DUE (INCLUDING ASSOCIATED COSTS, FEES AND
EXPENSES) AND PAYMENT OF THE BORROWER'S TAXES, ADMINISTRATIVE, OPERATING AND
OTHER EXPENSES;
(VI) DIVIDENDS PERMITTED TO BE MADE IN RESPECT OF