Common use of Purpose of the Postpetition Loans Clause in Contracts

Purpose of the Postpetition Loans. (i) The Borrower shall use the proceeds of the Advances solely (A) to pay off the Initial Postpetition Financing Facility, (B) to effect the “roll up” and conversion of an amount of Prepetition Indebtedness equal to the Roll-Up Amount to Postpetition Loans, (C) to make the Adequate Protection Payments, (D) the financing of the Borrower’s postpetition working capital and general corporate purposes in accordance with the DIP Budget (as such DIP Budget may be extended, varied, supplemented or otherwise modified in accordance with the provisions hereof), (E) for compensation and payment of fees and expenses owed to the Postpetition Lender under the Postpetition Financing Documents, (F) for payment of the Borrower’s pro rata share, determined based on the Borrower’s nameplate production capacity divided by the aggregate nameplate capacity of all Debtors (excluding VeraSun Janesville, LLC, VeraSun Xxxxxxxx, LLC, and VeraSun Welcome, LLC) (“Borrower’s Allocated Share”), of the general, administrative, and overhead expenses of all of the Debtors other than VeraSun Marketing, LLC, and (G) prior to the occurrence of the Carve-Out Date, to pay the Borrower’s Allocated Share of the Professional Fees set forth in the DIP Budget, which payments after the Carve-Out Date shall be pursuant and subject to the Carve-Out. (ii) Except as otherwise permitted by the Orders, no amount of the Advances may be used directly or indirectly by the Borrower or any of the other Debtors, any Committee or any other person or entity to (A) object to or contest in any manner the Postpetition Obligations, the Postpetition Liens, the Prepetition Indebtedness, the Prepetition Liens, or Liens granted to the Prepetition Agent hereunder or under the Orders, (B) assert or prosecute any actions, claims or causes of action (including any claims or causes of action under chapter 5 of the Bankruptcy Code) against any of the Postpetition Lender, the Prepetition Lenders or the Prepetition Agent, (C) seek authorization for any party to use any of the Cash Collateral of the Postpetition Lender without the consent of the Postpetition Lender, (D) pay any expenses of VeraSun Marketing, LLC, (E) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender or the Prepetition Agent in the Collateral or the Prepetition Collateral of the Borrower, as applicable, or any portion thereof, or (F) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender in the Collateral of the Guarantor or any portion thereof.

Purpose of the Postpetition Loans. (i) The Borrower shall use the proceeds of the Advances solely (A) to pay off the Initial Postpetition Financing Facility, (B) to effect the “roll up” and conversion of an amount of Prepetition Indebtedness equal to the Roll-Up Amount to Postpetition Loans, (C) to make the Adequate Protection Payments, (D) the financing of the Borrower’s postpetition working capital and general corporate purposes in accordance with the DIP Budget (as such DIP Budget may be extended, varied, supplemented or otherwise modified in accordance with the provisions hereof), (E) for compensation and payment of fees and expenses owed to the Postpetition Lender under the Postpetition Financing Documents, (F) for payment of the Borrower’s pro rata share, determined based on the Borrower’s nameplate production capacity divided by the aggregate nameplate capacity of all Debtors (excluding VeraSun Janesville, LLC, VeraSun Xxxxxxxx, LLC, and VeraSun Welcome, LLC) (“Borrower’s Allocated Share”), of the general, administrative, and overhead expenses of all of the Debtors other than VeraSun Marketing, LLC, and (G) prior to the occurrence of the Carve-Out Date, to pay the Borrower’s Allocated Share of the Professional Fees set forth in the DIP Budget, which payments after the Carve-Out Date shall be pursuant and subject to the Carve-Out. (ii) Except as otherwise permitted by the Orders, no amount of the Advances may be used directly or indirectly by the Borrower or any of the other Debtors, any Committee or any other person or entity to (A) object to or contest in any manner the Postpetition Obligations, the Postpetition Liens, the Prepetition Indebtedness, the Prepetition Liens, or Liens granted to the Prepetition Agent Lender hereunder or under the Orders, (B) assert or prosecute any actions, claims or causes of action (including any claims or causes of action under chapter 5 of the Bankruptcy Code) against any of the Postpetition Lender, the Prepetition Lenders or the Prepetition AgentLender, (C) seek authorization for any party to use any of the Cash Collateral of the Postpetition Lender without the consent of the Postpetition Lender, (D) pay any expenses of VeraSun Marketing, LLC, (E) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender or the Prepetition Agent Lender in the Collateral or the Prepetition Collateral of the Borrower, as applicable, or any portion thereof, or (F) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender in the Collateral of the Guarantor or any portion thereof.

Purpose of the Postpetition Loans. (i) The Borrower shall use the proceeds of the Advances solely (A) to pay off the Initial Postpetition Financing Facility, (B) to effect the “roll up” and conversion of an amount of Prepetition Indebtedness equal to the Roll-Up Amount to Postpetition Loans, (C) to make the Adequate Protection Payments, (DC) the financing of the Borrower’s postpetition working capital and general corporate purposes in accordance with the DIP Budget (as such DIP Budget may be extended, varied, supplemented or otherwise modified in accordance with the provisions hereof), and (ED) for compensation and payment of fees and expenses owed to the Postpetition Lender under the Postpetition Financing Documents, (F) for payment of the Borrower’s pro rata share, determined based on the Borrower’s nameplate production capacity divided by the aggregate nameplate capacity of all Debtors (excluding VeraSun Janesville, LLC, VeraSun Xxxxxxxx, LLC, and VeraSun Welcome, LLC) (“Borrower’s Allocated Share”), of the general, administrative, and overhead expenses of all of the Debtors other than VeraSun Marketing, LLC, and (G) prior to the occurrence of the Carve-Out Date, to pay the Borrower’s Allocated Share of the Professional Fees set forth in the DIP Budget, which payments after the Carve-Out Date shall be pursuant and subject to the Carve-Out. (ii) Except as otherwise permitted by the Orders, no amount of the Advances may be used directly or indirectly by the Borrower or any of the other Debtors, any Committee or any other person or entity to (A) object to or contest in any manner the Postpetition Obligations, the Postpetition Liens, the Prepetition Indebtedness, the Prepetition Liens, or Liens granted to the Prepetition Agent hereunder or under the Orders, (B) assert or prosecute any actions, claims or causes of action (including any claims or causes of action under chapter 5 of the Bankruptcy Code) against any of the Postpetition Lender, the Prepetition Lenders or the Prepetition Agent, (C) seek authorization for any party to use any of the Cash Collateral of the Postpetition Lender without the consent of the Postpetition Lender, (D) pay any expenses of VeraSun Marketing, LLC, (E) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender or the Prepetition Agent in the Collateral or the Prepetition Collateral of the Borrower, as applicable, or any portion thereof, or (F) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender in the Collateral of the Guarantor or any portion thereof.

Purpose of the Postpetition Loans. (i) The Borrower shall use the proceeds of the Advances solely (A) to pay off the Initial Postpetition Financing Facility, (B) to effect the “roll up” and conversion of an amount of Prepetition Indebtedness equal to the Roll-Up Amount to Postpetition Loans, (C) to make the Adequate Protection Payments, (D) the financing of the Borrower’s postpetition working capital and general corporate purposes in accordance with the DIP Budget (as such DIP Budget may be extended, varied, supplemented or otherwise modified in accordance with the provisions hereof), (E) for compensation and payment of fees and expenses owed to the Postpetition Lender under the Postpetition Financing Documents, (F) for payment of the Borrower’s pro rata share, determined based on the Borrower’s nameplate production capacity divided by the aggregate nameplate capacity of all Debtors (excluding VeraSun Janesville, LLC, VeraSun Xxxxxxxx, LLC, LLC and VeraSun Welcome, LLC) (“Borrower’s Allocated Share”), of the general, administrative, and overhead expenses of all of the Debtors other than VeraSun Marketing, LLC, and (G) prior to the occurrence of the Carve-Out Date, to pay the Borrower’s Allocated Share of the Professional Fees set forth in the DIP Budget, which payments after the Carve-Out Date shall be pursuant and subject to the Carve-Out. (ii) Except as otherwise permitted by the Orders, no amount of the Advances may be used directly or indirectly by the Borrower or any of the other Debtors, any Committee or any other person or entity to (A) object to or contest in any manner the Postpetition Obligations, the Postpetition Liens, the Prepetition Indebtedness, the Prepetition Liens, or Liens granted to the Prepetition Agent hereunder or under the Orders, (B) assert or prosecute any actions, claims or causes of action (including any claims or causes of action under chapter 5 of the Bankruptcy Code) against any of the Postpetition Lender, the Prepetition Lenders or the Prepetition Agent, (C) seek authorization for any party to use any of the Cash Collateral of the Postpetition Lender without the consent of the Postpetition Lender, (D) pay any expenses of VeraSun Marketing, LLC, (E) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender or the Prepetition Agent in the Collateral or the Prepetition Collateral of the Borrower, as applicable, or any portion thereof, or (F) obtain Liens that are senior to, or on a parity with, or junior to the Liens of the Postpetition Lender in the Collateral of the Guarantor or any portion thereof.