TO
ADMINISTRATIVE AGENT, AND DO HEREBY INDEMNIFY AND HOLD ADMINISTRATIVE AGENT AND
LENDERS HARMLESS FOR THE AMOUNT OF ANY PAYMENTS OR PROCEEDS SURRENDERED OR
RETURNED.
THIS SECTION 6.4(D) SHALL REMAIN EFFECTIVE NOTWITHSTANDING ANY
CONTRARY ACTION WHICH MAY BE TAKEN BY ADMINISTRATIVE AGENT OR ANY LENDER IN
RELIANCE UPON SUCH PAYMENT OR PROCEEDS.
THIS SECTION 6.4 SHALL SURVIVE THE
PAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
90
6.5
AUTHORIZATION TO MAKE LOANS.
ADMINISTRATIVE AGENT AND LENDERS
ARE AUTHORIZED TO MAKE THE LOANS (INCLUDING SWING LINE LOANS) AND PROVIDE THE
LETTER OF CREDIT ACCOMMODATIONS BASED UPON TELEPHONIC OR OTHER INSTRUCTIONS
RECEIVED FROM ANYONE PURPORTING TO BE THE CHIEF FINANCIAL OFFICER, VICE
PRESIDENT OF FINANCE, TREASURER, ASSISTANT TREASURER, DIRECTOR OF FINANCE,
CORPORATE TREASURER, CONTROLLER OF LEAD BORROWER OR OTHER AUTHORIZED PERSON
DESIGNATED BY ANY OF SUCH PERSONS FROM TIME TO TIME TO ADMINISTRATIVE AGENT OR,
AT THE DISCRETION OF ADMINISTRATIVE AGENT, IF SUCH REVOLVING LOANS ARE NECESSARY
TO SATISFY ANY OBLIGATIONS.
ALL REQUESTS FOR REVOLVING LOANS (INCLUDING SWING
LINE LOANS) OR LETTER OF CREDIT ACCOMMODATIONS HEREUNDER SHALL SPECIFY THE DATE
ON WHICH THE REQUESTED ADVANCE IS TO BE MADE OR LETTER OF CREDIT ACCOMMODATIONS
ESTABLISHED (WHICH DAY SHALL BE A BUSINESS DAY) AND THE AMOUNT OF THE REQUESTED
LOAN.
REQUESTS RECEIVED AFTER 12:00 P.M. BOSTON TIME ON ANY DAY SHALL BE DEEMED
TO HAVE BEEN MADE AS OF THE OPENING OF BUSINESS ON THE IMMEDIATELY FOLLOWING
BUSINESS DAY.
ALL LOANS (INCLUDING SWING LINE LOANS) AND LETTER OF CREDIT
ACCOMMODATIONS UNDER THIS AGREEMENT SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN
MADE TO, AND AT THE REQUEST OF AND FOR THE BENEFIT OF, ANY BORROWER OR GUARANTOR
WHEN DEPOSITED TO THE CREDIT OF ANY BORROWER OR GUARANTOR OR OTHERWISE DISBURSED
OR ESTABLISHED IN ACCORDANCE WITH THE INSTRUCTIONS OF ANY BORROWER OR GUARANTOR
OR IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
6.6
USE OF PROCEEDS.
BORROWERS SHALL USE THE INITIAL PROCEEDS OF
THE LOANS PROVIDED BY ADMINISTRATIVE AGENT TO BORROWERS HEREUNDER ONLY FOR:
(A) PAYMENTS TO EACH OF THE PERSONS LISTED IN THE DISBURSEMENT DIRECTION LETTER
FURNISHED BY BORROWERS TO ADMINISTRATIVE AGENT ON OR ABOUT THE EFFECTIVE DATE,
(B) COSTS, EXPENSES AND FEES IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS AND
(C) COSTS, EXPENSES AND FEES IN CONNECTION WITH THE NASH-FINCH MERGER.
ALL
OTHER LOANS MADE OR LETTER OF CREDIT ACCOMMODATIONS PROVIDED TO OR FOR THE
BENEFIT OF ANY BORROWER PURSUANT TO THE PROVISIONS HEREOF SHALL BE USED BY SUCH
BORROWER ONLY FOR GENERAL OPERATING, WORKING CAPITAL AND OTHER PROPER CORPORATE
PURPOSES OF SUCH BORROWER NOT OTHERWISE PROHIBITED BY THE TERMS HEREOF.
NONE OF
THE PROCEEDS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING
OR CARRYING ANY MARGIN SECURITY OR FOR THE PURPOSES OF REDUCING OR RETIRING ANY
INDEBTEDNESS WHICH WAS ORIGINALLY INCURRED TO PURCHASE OR CARRY ANY MARGIN
SECURITY OR FOR ANY OTHER PURPOSE WHICH MIGHT CAUSE ANY OF THE LOANS TO BE
CONSIDERED A