Common use of Use of Proceeds and Letters of Credit Clause in Contracts

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche A Term Loans and the Tranche B Term Loans, together with the proceeds of the Revolving Loans made on the Effective Date, will be used only solely (i) to refinance amounts outstanding under pay the Existing Credit Agreement; Specified Dividend, (ii) to pay effect the fees, expenses and other transaction costs of the Transactions contemplated herebyRefinancing, (iii) to fund working capital needs, pay the Transaction Costs and (iv) with respect to fund acquisitions permitted hereunderany cash remaining on the balance sheet of the Borrower after giving effect to the Transactions, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions, Capital Expenditures, Restricted Payments and investments) of the Borrower and its the Restricted Subsidiaries. The proceeds of the Revolving Loans drawn after the Effective Date, as well as Incremental Term Loans (unless otherwise provided in the applicable Incremental Facility Amendment), will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions, Capital Expenditures, Restricted Payments and investments) of the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a used in violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. representation set forth in Section 3.10. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not Credit or use, and shall procure that its cause the Subsidiaries and its or their the respective directors, officers, employees employees, agents, Affiliates and agents shall representatives of each of the foregoing not to use, the proceeds of any Borrowing or any Letter of Credit Credit, lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, directly or indirectly, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, Person or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (Ciii) in any manner that would result in the violation by an individual or entity (including any individual or entity participating in the Transactions, whether as Lender, Arranger, Administrative Agent, Issuing Bank or otherwise) of any Sanctions or Anti-Corruption Laws applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans will shall be used only by the Borrower (i) to refinance amounts outstanding under effect the Existing Credit Agreement; Transactions, (ii) to pay fees and expenses related to the fees, expenses and other transaction costs of the Transactions contemplated herebyTransactions, (iii) to fund finance the working capital needs, needs of the Borrower and its Restricted Subsidiaries in the ordinary course of business and (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No Restricted Subsidiaries on and after the Closing Date, including Acquisitions and other Investments permitted pursuant to Section 7.08; provided that no part of the proceeds of any Loan will be used, whether directly or indirectly, used for any purpose that entails a violation of any the provisions of the regulations of the BoardRegulation U, including Regulations Regulation X and, assuming that no broker-dealer or other “creditor” (as defined in Regulation T) extends or maintains credit under this Agreement, U and X. Regulation T. (b) The Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations purposes of the Borrower and its Restricted Subsidiaries. (c) All proceeds of the Loans made on or after the Second Amendment and Restatement Date shall be used by the Borrower (i) in accordance with the terms of the Second Amendment and Restatement Agreement to effect the Second Amendment and Restatement Transactions, (ii) to finance the working capital needs of the Borrower and its Restricted Subsidiaries relating in the ordinary course of business and (iii) for general corporate purposes, including Acquisitions and other Investments permitted pursuant to their respective lines Section 7.08; provided that no part of business. the proceeds of any Loan will be used for any purpose that entails a violation of the provisions of Regulation U, Regulation X and, assuming that no broker-dealer or other “creditor” (as defined in Regulation T) extends or maintains credit under this Agreement, Regulation T. (d) The Borrower will not request any Borrowing or Letter of CreditBorrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of the Loans will be used only and issuances of Letters of Credit hereunder solely (a) to pay its obligations under (i) its commercial paper program, (ii) other short-term credit facilities, (iii) maturing long-term debt obligations, and (iv) to refinance amounts repay in full all outstanding loans (if any) under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (viib) for the general corporate purposes of the Borrower and its SubsidiariesSubsidiaries in the ordinary course of business, including for working capital, capital expenditure and other lawful corporate purposes (in compliance with all applicable legal and regulatory requirements); provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of the all Loans will be used only (i) to refinance amounts outstanding the Indebtedness of the Borrower under the Existing Credit Agreement; (ii) to Agreement and pay transactional expenses related thereto, finance the fees, expenses and other transaction costs repurchase of shares of the Transactions contemplated herebyCapital Stock of the Borrower, (iii) refinance any Indebtedness of Torrens outstanding as of the Third Amendment Effective Date that is required by the Torrens Acquisition Agreement to fund be repaid upon the consummation of the Torrens Acquisition, finance working capital needs, (iv) to fund acquisitions permitted hereunder, together with needs and Permitted Acquisitions and pay transactional expenses related expenses, thereto and engage in for other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including would violate Regulations T, U and X. U, or X of the Board of Governors of the Federal Reserve System. Specifically, no part of the proceeds of any Loan will be used to purchase or carry “margin stock” or to extend credit to others for the purpose of purchasing or carrying “margin stock.” All Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesspurposes. The Borrower will not request any Borrowing or Letter of CreditBorrower, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, use the proceeds of the Loans, directly or indirectly, for any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, payments to any Sanctioned Person in violation of applicable Sanctions nor any Anti-Corruption Lawsgovernmental official or employee, (B) political party, official of a political party, candidate for the purpose of fundingpolitical office, financing or facilitating any activitiesanyone else acting in an official capacity, in order to obtain, retain or direct business or transaction obtain any improper advantage, in violation of or with any Sanctioned Personthe United States Foreign Corrupt Practices Act of 1977, as amended, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoSanctions.

Use of Proceeds and Letters of Credit. The proceeds of the Term Loans will made on the Effective Date shall be used only (i) applied by the Borrower to pay the Transaction Costs and to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund Agreement with any balance being applied for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower Intermediate Holdings and its Subsidiaries, including Permitted Acquisitions and New Venues. The proceeds of the Revolving Loans made on the Effective Date shall be applied by the Borrower to pay the Transaction Costs, to refinance amounts outstanding under the Existing Credit Agreement and for working capital and general corporate purposes of Intermediate Holdings and its Subsidiaries, including Permitted Acquisitions and New Venues, to serve as XX Xxxx Collateral or to acquire any LC Collateral Note. The proceeds of the Revolving Loans made after the Effective Date shall be applied by the Borrower for working capital and general corporate purposes of Intermediate Holdings and its Subsidiaries, including Permitted Acquisitions and New Venues, to serve as XX Xxxx Collateral or to acquire any LC Collateral Note. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. the Margin Regulations. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower Intermediate Holdings and its Subsidiaries relating to their respective lines of businessSubsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing to fund any activities or facilitating any activities, business or transaction of or with any Sanctioned Person, Person or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (C) in any other manner that would result in the violation of any Sanctions applicable to by any party heretoRestricted Party or its Subsidiaries.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans and the Revolving Loans, together with cash on hand of the U.S. Borrower and its Restricted Subsidiaries, will be used prior to or substantially concurrently with the Spin-Off Date in accordance with Section 6.14 and for general corporate purposes. (b) The proceeds of the Revolving Loans and Swingline Loans will be used only (i) to refinance amounts outstanding under on or after the Existing Credit Agreement; (ii) to pay the fees, expenses Initial Funding Date solely for working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the U.S. Borrower and its Subsidiaries. No part of the proceeds of any Loan will be usedRestricted Subsidiaries (including, whether directly or indirectlywithout limitation, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U distributions permitted under Section 6.08 and X. Permitted Acquisitions). (c) Letters of Credit will be issued only to support used by the working capital needs U.S. Borrower and the Restricted Subsidiaries on or after the Initial Funding Date for general corporate obligations purposes. (d) The proceeds of any Incremental Term Loans will be used for the Borrower and its Subsidiaries relating to their respective lines of business. purpose or purposes set forth in the applicable Incremental Facility Agreement. (e) The Borrower Borrowers will not request any Borrowing or Letter of Credit, and the Borrower Borrowers shall not use, and shall procure that its their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance for the purpose of an offeroffering, paymentpaying, promise promising to pay, or authorization of authorizing the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in a European Union member state, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party heretohereto or (iv) otherwise in a manner that would result in the violation of any other anti-terrorism laws or other anti-money laundering rules or regulations.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans made on the Initial Funding Date will be used only solely for the payment of (i) to refinance amounts outstanding under the Existing Credit Agreement; first, Transaction Costs and (ii) second, to pay the feesextent of the remaining proceeds thereof, expenses working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of Holdings, the Borrower and its the Restricted Subsidiaries. The proceeds of the Loans drawn after the Initial Funding Date will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings, the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a used in violation of any the representation set forth in Section 3.16. Letters of Credit will be issued only to support obligations of Holdings, the regulations Borrower and the Restricted Subsidiaries incurred in the ordinary course of the Board, including Regulations T, U and X. business; provided that US Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. Holdings or any Domestic Subsidiary. (b) The Borrower will not request any Borrowing or Letter of Credit, and neither Holdings nor the Borrower shall not use, and each shall procure that its the Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or any Letter of Credit Credit, or make the proceeds thereof available to any other Person, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction the activities of or any transaction with any Sanctioned Person, Person or in any Sanctioned Country, Country except to the extent such activities, businesses or transaction would be prohibited by permissible for a Person required to comply with Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the a violation of any Sanctions applicable to any party heretohereto (including any Person participating in the Borrowings or Letters of Credit, whether as underwriter, advisor, investor, or otherwise).

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) for, and Letters of Credit will only be used to refinance amounts outstanding under support, the Existing Credit Agreement; (ii) to pay the feesfinancing of investment, expenses working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of Borrower permitted pursuant to the Borrower and its SubsidiariesOperative Documents. No part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation by Borrower of any Sanctions applicable to it, and in no event shall Lender be obligated to issue any party heretoLetter of Credit or make a Loan the proceeds of which would be used for any of the foregoing. Borrower agrees to respond promptly to any reasonable requests for information related to its use of Loan and Letter of Credit proceeds to the extent required by Lender in connection with Lender’s determination of its compliance with Section 23A of the Federal Reserve Act (12 U.S.C. §371c) and the Federal Reserve Board’s Regulation W (12 C.F.R. Part 223). Borrower shall not, to its actual knowledge, use the proceeds of any Borrowing hereunder to purchase securities from Lender. In connection with each Request for Borrowing hereunder, Borrower shall be deemed to have represented and warranted to Lender on the date of such Borrowing that, to its actual knowledge, as of the date of the requested Borrowing, the proceeds of such Borrowing will not be used by Borrower to, directly or indirectly, purchase securities issued by Lender. Borrower shall use commercially reasonable efforts to provide notice to Lender if Borrower has actual knowledge that Borrower has used proceeds of any Borrowing to purchase securities of or made an investment in an Affiliate of Lender, which such Affiliate is listed on Schedule 5.08 or has otherwise been previously disclosed in writing to Borrower by Lender.

Use of Proceeds and Letters of Credit. The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Closing Date will be used by the Initial Borrower on the Closing Date, solely for (i) the payment of the consideration for the Target Acquisition and (ii) for the payment of the Transaction Expenses. The proceeds of Revolving Loans borrowed after the Closing Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions). The proceeds of the Revolving Loans (except as described above), Swingline Loans and Letters of Credit will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses for working capital and other transaction costs general corporate purposes and for any other purposes not prohibited by this Agreement. The proceeds of the Transactions contemplated herebyTranche B-1 Term Loans borrowed on the Amendment No. 3 Effective Date will be used by the Borrower on the Amendment No. 3 Effective Date, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding solely for payment of a portion of the consideration in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder the Amendment No. 3 Transactions and (vii) for general corporate purposes repayment of the Borrower and its SubsidiariesNon-Converted Tranche B Term Loans. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The No Borrower shall use the proceeds of Initial Term Loans for any purpose other than to (a) fund the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated herebyXxxxxxx Cash Transfer, (iiib) pay Transaction Costs and (c) fund Borrowers’ working capital and general corporate needs. No Borrower shall use the proceeds of Delayed Draw Term Loans for any purpose other than to fund Borrowers’ working capital needsand general corporate needs and, subject to the terms and conditions of this Agreement and the other Loan Documents, the general corporate needs of any other Company. No Borrower shall use the proceeds of any Revolving Credit Loans or Swingline Loans for any purpose other than to (a) fund the Xxxxxxx Cash Transfer, (ivb) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder pay Transaction Costs and (viic) for fund Borrowers’ working capital and general corporate purposes needs and, subject to the terms and conditions of this Agreement and the Borrower and its Subsidiariesother Loan Documents, the general corporate needs of any other Company. No Obligor shall use any part of the proceeds of any Loan will be usedLoan, whether directly or indirectly, for any purpose that entails would be prohibited by Section 3.12 or that violates any of the Regulations of the Board. No Obligor shall, directly or knowingly indirectly, use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, in violation of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any of Person (including any Person participating in the regulations of the Board, including Regulations T, U and X. Loans or Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not usewhether as Administrative Agent, and shall procure that its Subsidiaries and its or their respective directorsIssuing Lender, officersLender, employees and agents shall not usearranger, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offerunderwriter, paymentadvisor, promise to payinvestor, or authorization of the payment or giving of moneyotherwise), or anything else of value, (iii) for any payments to any Person governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would Laws that may be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoapplicable.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to (ia) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated herebyTransactions, (iiib) prepay, redeem or defease the Existing Senior Notes and the Indebtedness under the Second Lien Credit Agreement to fund the extent permitted under Section 7.15 or Section 7.16, as applicable, and (c) finance the working capital needsneeds of the Borrower, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with including capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiariesthe Guarantors, in the ordinary course of business, including the exploration, acquisition and development of Oil and Gas Interests. No part of the proceeds of any Loan will be used, whether directly or indirectly, for to purchase or carry any purpose that entails a violation of any of the regulations of margin stock (as defined in Regulation U issued by the Board, including Regulations T, U and X. ). Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines of businessthe Restricted Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. The Borrower will not fund all or part of any repayment of the Obligations out of proceeds derived from transactions which would be prohibited by Sanctions or would otherwise cause any Person to be in breach of Sanctions.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under for the Existing Credit Agreement; (ii) to pay the fees, expenses repayment of existing Indebtedness and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries; provided that if the Borrower or the Parent issues Permitted Convertible Indebtedness, then Revolving Loans may only be used to repay such Permitted Convertible Indebtedness if at least $25,000,000 remains available for borrowing under the Revolving Facility after the making of any Revolving Loans for such repayment of Permitted Convertible Indebtedness. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines in the ordinary course of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower Capri Holdings and its Subsidiaries. The Commercial Letters of Credit shall be used solely to finance purchases of goods by Capri Holdings and its Subsidiaries, in the ordinary course of their business, and the Standby Letters of Credit shall be used solely for the purposes described in the definition of such term in Section 1.01. The proceeds of the Term Loans will be used only to finance in part the Target Acquisition and the Transaction Costs. (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The such regulations. (c) No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and Capri Holdings shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not useuse or otherwise make available, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of all Loans (a) as an extension and continuation of Indebtedness owing under this Agreement on the Loans will be used only Effective Date and to pay fees and expenses related thereto, (ib) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund finance working capital needs, (ivc) to fund acquisitions permitted hereunderrefinance existing debt (including, together with related expenses, and engage in other transactions permitted herebywithout limitation, (vx) the remaining principal amount of the term loan and accrued and unpaid interest thereon owing under the Existing Credit Agreement and (y) to provide funding in connection with capital expenditurespay down to zero the principal amount of all outstanding Indebtedness owing under the Dent-A-Med Credit Agreement as of the Effective Date), (vid) to make Restricted Payments permitted hereunder finance Permitted Acquisitions and (viie) for other general corporate purposes of the Borrower and its Subsidiaries, in each case, not in contravention of any law or Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of would violate any rule or regulation of the regulations Board of Governors of the BoardFederal Reserve System, including Regulations T, U and or X. All Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesspurposes. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and the Borrower shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (C3) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Closing Date will be used by the Initial Borrower on the Closing Date, solely for (i) the payment of the consideration for the Target Acquisition and (ii) for the payment of the Transaction Expenses. The proceeds of Revolving Loans borrowed after the Closing Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions). The proceeds of the Revolving Loans (except as described above), Swingline Loans and Letters of Credit will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses for working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiariesfor any other purposes not prohibited by this Agreement. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate partnership purposes of the Borrower Borrower, its Restricted Subsidiaries and (subject to Section 6.04(g)) its Unrestricted Subsidiaries (including, without limitation, for distributions to the MLP to allow the MLP to make distributions to unitholders as contemplated in the Partnership Agreement (MLP) and to fund Investments permitted under Section 6.04). The Letters of Credit shall be used for general business purposes of the Borrower, its Restricted Subsidiaries and (subject to Section 6.04(g)) Joint Venture Interests and its SubsidiariesUnrestricted Subsidiaries or for such other purposes as may be approved by the Administrative Agent. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and each of the MLP and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Borrowing or Letter of Credit Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by involving any goods originating in or with a corporation incorporated in the United StatesSanctioned Person or Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans borrowed on the Closing Date will be used only by the Borrower on the Closing Date, solely to (i) finance the Transactions and to refinance amounts outstanding under fund cash to the Existing Credit Agreement; Borrower’s balance sheet and (ii) to pay the fees, expenses and other transaction costs Transaction Expenses. The proceeds of the Transactions contemplated hereby, (iii) to fund Revolving Loans borrowed on or after the Closing Date and Letters of Credit will be used only for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of (including Permitted Acquisitions) and for any other purposes not prohibited by this Agreement; provided that the Borrower and its SubsidiariesRevolving Loans borrowed on the Closing Date shall not exceed $100,000,000. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, United Kingdom or the European Union, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche A Term Loans will be used only (i) on the Second Amendment Effective Date solely (A) to refinance amounts outstanding under the Existing Credit Agreement; existing Indebtedness, and (iiB) to pay the fees, expenses Second Amendment Transaction Costs and other transaction costs (ii) with respect to any cash remaining on the balance sheet of the Transactions contemplated herebyBorrower after giving effect to the Second Amendment Transactions, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions, Capital Expenditures, Restricted Payments and investments) of the Borrower and its the Restricted Subsidiaries. The proceeds of the Revolving Loans, as well as Incremental Term Loans (unless otherwise provided in the applicable Incremental Facility Amendment), will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions, Capital Expenditures, Restricted Payments and investments) of the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters Letter of Credit will be issued only to support the working capital needs and general corporate obligations used in violation of the Borrower and its Subsidiaries relating to their respective lines of business. representation set forth in Section 3.10. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not Credit or use, and shall procure that its cause the Subsidiaries and its or their the respective directors, officers, employees employees, agents, Affiliates and agents shall representatives of each of the foregoing not to use, the proceeds of any Borrowing or any Letter of Credit Credit, to lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, directly or indirectly, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, Person or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (Ciii) in any manner that would result in the violation by an individual or entity (including any individual or entity participating in the Transactions or the Second Amendment Transactions, whether as Lender, Arranger, Administrative Agent, Issuing Bank or otherwise) of any Sanctions or Anti-Corruption Laws applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of all Loans (a) to pay a portion of the Loans will be used only purchase price for the Project Everglade Acquisition, (ib) to finance working capital needs, (c) to refinance amounts outstanding existing debt (including, without limitation, the Project Everglade Refinancing and the remaining principal amount of the loans and accrued and unpaid interest thereon owing under the Existing Credit Agreement; ), (iid) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder finance Permitted Acquisitions and (viie) for other general corporate purposes of Holdings, the Borrower and its Restricted Subsidiaries, in each case, not in contravention of any law or Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of would violate any rule or regulation of the regulations of the Federal Reserve Board, including Regulations T, U and or X. All Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesspurposes. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and the Borrower shall procure ensure that Holdings and its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (C3) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The (a) Use the proceeds of the Term Loans will be used only solely (i) on the Closing Date, to refinance amounts outstanding under effect the Existing Credit Agreement; Transactions (including the payment of the Transaction Costs) and (ii) after the Closing Date, to pay the fees, expenses and other transaction costs extent any portion of the Transactions contemplated herebyLoans remain available following application of proceeds pursuant to preceding clause (i), (iii) to fund for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No ; provided that no part of the proceeds of any Term Loan will may be used, whether directly or indirectly, for any purpose that entails a used in violation of any the representation set forth in Section 6.10. (b) Use the proceeds of the regulations Revolving Loans solely for working capital and general corporate purposes of the Board, including Regulations T, U Borrower and X. its Subsidiaries; provided that no part of the proceeds of any Revolving Credit Loan may be used in violation of the representation set forth in Section 6.10. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines incurred in the ordinary course of business. The business or otherwise not in violation of this Agreement. (c) Notwithstanding the foregoing, the Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Borrowing or any Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws or Anti-Corruption Terrorism Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (d) Notwithstanding the foregoing, no part of the proceeds of any Loan may be used to pay the arrangement fees payable to the Lead Arrangers pursuant to the Arrangement Fee Letter, dated as of November 2, 2015, among the Lead Arrangers and the Borrower.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans and the Revolving Loans, together with cash on hand of the Borrower and its Restricted Subsidiaries, will be used only on the Closing Date (i) to refinance amounts outstanding under pay the Existing Credit Agreement; Acquisition Consideration, (ii) to pay for the fees, expenses Existing Credit Facility Refinancing and other transaction costs of the Transactions contemplated hereby, (iii) to fund pay the Transaction Costs. (b) The proceeds of the Revolving Loans and Swingline Loans will be used on or after the Closing Date solely for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. . (c) Letters of Credit will be issued only to support the working capital needs and general corporate obligations of used by the Borrower and its the Restricted Subsidiaries relating to their respective lines on or after the Closing Date for general corporate purposes. (d) The proceeds of businessany Incremental Term Loans will be used for the purpose or purposes set forth in the applicable Incremental Facility Agreement. The proceeds of any Refinancing Loans will be used for the purposes set forth in Section 2.24(b). (e) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance for the purpose of an offeroffering, paymentpaying, promise promising to pay, or authorization of authorizing the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Laws or (Cii) in any manner that would result in the violation of any Sanctions economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom (including any Sanctions) applicable to any party hereto.

Use of Proceeds and Letters of Credit. (i) The proceeds of the Existing Term Loans will made on the Closing Date shall be used only (i) to refinance amounts outstanding under fund the Existing Credit Agreement; (ii) Closing Date Cash Transfer, to pay fees and expenses related to Transactions and the fees, expenses Spin-Off and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its SubsidiariesSubsidiaries (including for the consummation of any Acquisitions, Investments and Capital Expenditures not prohibited by this Agreement), (ii) the proceeds of the Term Loans made on the Third Amendment Effective Date shall be used to prepay in part the Existing Term Loans and to pay fees and expenses related to the Third Amendment Transactions, and (iii) the proceeds of the Revolving Credit Loans made and the Letters of Credit issued hereunder on or after the Closing Date may be used, together with the proceeds of any Incremental Term Loans made after the Closing Date, for general corporate purposes of the Borrower and its Subsidiaries (including for the consummation of any Acquisitions, Investments and Capital Expenditures not prohibited by this Agreement), provided that up to $225,000,000 of the proceeds of the Revolving Credit Loans made on the Closing Date were permitted to be used on the Closing Date to fund the Closing Date Cash Transfer and to pay fees and expenses related to the Transactions and the Spin-Off. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.X.

Use of Proceeds and Letters of Credit. The proceeds of the Term Loans will be used only (i) on the Funding Date solely to refinance amounts outstanding under fund the Existing Credit Agreement; (ii) FBHS Cash Payment, and the proceeds of the Revolving Loans will be used on the Funding Date solely to fund the portion of the FBHS Cash Payment not funded by Term Loans on such date, and to pay the fees, related fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with the Transactions. The proceeds of any Revolving Loans made subsequent to the Funding Date and of any Incremental Term Loans made pursuant to Section 2.09(d) will be used only for general corporate purposes, including working capital, capital expenditures, (vi) to make Restricted Payments permitted hereunder acquisitions and (vii) for general other lawful corporate purposes of the Borrower and its Subsidiariespurposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulation U or X of the Board, including Regulations T, U and X. . Letters of Credit will be issued used only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines in the ordinary course of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that not permit its Subsidiaries and its or their respective directors, officers, employees and agents shall not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws or Anti-Corruption Money Laundering Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, the European Union and its member states or the United Kingdom, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to (ia) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated herebyTransactions, and (iiib) to fund finance the working capital needsneeds of the Borrower, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with including capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiariesthe Guarantors, in the ordinary course of business, including the exploration, development and/or acquisition of Oil and Gas Interests, together with ancillary transportation, gathering, compression and processing assets and the marketing and sale of Hydrocarbons produced. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines of businessthe Restricted Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Aa) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bb) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business, or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Cc) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans and the Delayed Draw Term Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower Company and its Subsidiaries. , including to redeem the Company’s 3.000% Senior Notes due 2022. (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. such regulations. (c) The Commercial Letters of Credit will shall be issued only used solely to support finance purchases of goods by the working capital needs and general corporate obligations of the Borrower Company and its Subsidiaries relating to in the ordinary course of their respective lines business, and the Standby Letters of business. The Credit shall be used solely for the purposes described in the definition of such term in Section 1.01. (d) No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and the Company shall procure use reasonable best efforts to ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Embargoed Country, except to the extent such activities, businesses or transaction would be prohibited by permissible for a Person required to comply with Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Use the proceeds of the Loans will be used and request the issuance of Letters of Credit only (i) to refinance amounts outstanding under for the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower Company and its Subsidiaries. The Company and its Subsidiaries are not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds of any Loan will be used, whether directly or indirectly, (a) for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations Regulation T, Regulation U and X. Letters Regulation X, or (b) in any hostile acquisition of Credit will be issued only to support the working capital needs and general corporate obligations another Person. None of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower Credit Parties will not request any Borrowing or Letter of Credit, and none of the Borrower Credit Parties shall not use, and each of the Credit Parties shall procure that none of its Subsidiaries and nor its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, funding or financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, Country in each case to the extent such activities, businesses or transaction doing so would be prohibited by Sanctions if conducted by a corporation incorporated in the United Statesviolate any Sanctions, or (C) in any other manner that would result in liability to any Lender, the Administrative Agent, any Issuing Bank or any Swingline Lender under any applicable Sanctions or the violation of any Sanctions applicable to by any party heretoLender, the Administrative Agent, any Issuing Bank or any Swingline Lender.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans on the Closing Date may be used, directly or indirectly, to consummate the Refinancing and to pay Transaction Costs and for general corporate purposes (including Acquisitions, repayments of Indebtedness and share repurchases). The proceeds of the Revolving Loans drawn after the Closing Date will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including to finance the Verafin Acquisition, other Acquisitions, repayments of Indebtedness (including the Borrower Verafin Refinancing) and its Subsidiariesshare repurchases, and to pay Transaction Costs). No part of the proceeds of any Loan will be used, whether directly or indirectly, (i) for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued used only to support the working capital needs and for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. purposes. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not usedirectly or, and shall procure that to its Subsidiaries and its or their respective directorsknowledge, officers, employees and agents shall not use, indirectly use the proceeds of any Borrowing or Letter of LC Credit (A) in furtherance of an offer, payment, promise to payExtension, or authorization of the payment lend, contribute or giving of moneyotherwise make available such proceeds to any Subsidiary, joint venture partner or anything else of valueother individual or entity, to fund any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction activities of or business with any Sanctioned Personindividual or entity, or in any Sanctioned CountryDesignated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, Issuing Bank, or otherwise) of Sanctions. (c) The Borrower shall not directly or, to its knowledge, indirectly use the extent such activities, businesses proceeds of any Borrowing or transaction LC Credit Extension for any purpose which would be prohibited by Sanctions if conducted by a corporation incorporated in breach the United StatesStates Foreign Corrupt Practices Act of 1977 or the UK Xxxxxxx Xxx 0000, or (C) breach other similar applicable legislation in any manner that would result in the violation of any Sanctions applicable to any party heretoother jurisdictions.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans made on the Initial Funding Date will be used only solely for the payment of (i) to refinance amounts outstanding under the Existing Credit Agreement; first, Transaction Costs and (ii) second, to pay the feesextent of the remaining proceeds thereof, expenses working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of Holdings, the Borrower and its the Restricted Subsidiaries. The proceeds of the Loans drawn after the Initial Funding Date, as well as any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment), will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings, the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a used in violation of any the representation set forth in Section 3.16 (Use of Proceeds; Federal Reserve Regulations). Letters of Credit will be issued only to support obligations of Holdings, the regulations Borrower and the Restricted Subsidiaries incurred in the ordinary course of the Board, including Regulations T, U and X. business; provided that US Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. Holdings or any Domestic Subsidiary. (b) The Borrower will not request any Borrowing or Letter of Credit, and neither Holdings nor the Borrower shall not use, and each shall procure that its the Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or any Letter of Credit Credit, or make the proceeds thereof available to any other Person, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction the activities of or any transaction with any Sanctioned Person, Person or in any Sanctioned Country, Country except to the extent such activities, businesses or transaction would be prohibited by permissible for a Person required to comply with Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the a violation of any Sanctions applicable to any party heretohereto (including any Person participating in the Borrowings or Letters of Credit, whether as underwriter, advisor, investor, or otherwise).

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under on and after the Existing Credit Agreement; (ii) to pay the fees, expenses Restatement Effective Date for working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including the Accelerated Share Repurchase Program, other Share Repurchases and related fees and expenses) of the Borrower and its Subsidiaries. No part of the Subsidiaries and other transactions not prohibited by this Agreement, including Permitted Acquisitions; provided that no proceeds of any Loan Loans and no Letter of Credit will be used, whether directly used in connection with the purchase or indirectly, for any purpose that entails a violation acquisition of Equity Interests of any Person that was preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the regulations of the Board, including Regulations T, U and X. Borrower or any other Subsidiary. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of used by the Borrower and its the Subsidiaries relating to their respective lines of business. for general corporate purposes. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and and, to the knowledge of the Borrower, agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned CountryCountry (unless otherwise permissible under Sanctions), to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only for, and the Letters of Credit will be issued only to support, any of the following: (i) to refinance amounts outstanding under pay Xxxxxx the Existing Credit Agreementconsideration for the Asset Transfer pursuant to the Asset Transfer Documents; (ii) to pay the fees, expenses cash portion of special distribution to be made by the Borrower to the Company to purge earnings and other transaction costs of profits allocated to the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding Borrower from Xxxxxx in connection with capital expendituresthe Asset Transfer (the “Purging Distribution”), (vi) to make Restricted Payments permitted hereunder and (viiiii) for general corporate purposes of the Borrower and its Subsidiaries, including funding working capital and capital expenditures and financing acquisitions of properties and repayment of other Indebtedness. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower and the Company shall not use, and shall procure that its their respective Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of the Loans will be used only and issuances of Letters of Credit hereunder solely (a) to pay its obligations under (i) its commercial paper program, (ii) other short-term credit facilities, (iii) maturing long-term debt obligations, and (iv) to refinance amounts repay in full all outstanding loans (if any) under the Existing Credit AgreementAgreements; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (viib) for the general corporate purposes of the Borrower and its SubsidiariesSubsidiaries in the ordinary course of business, including for working capital, capital expenditures and other lawful corporate purposes; and (c) to fund acquisitions and other investments (other than Hostile Acquisitions) permitted hereunder (in each case with respect to the foregoing clauses (i) and (ii), in compliance with all applicable legal and regulatory requirements); provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Federal Reserve Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Credit Loans made hereunder and of Letters of Credit issued hereunder will be used only (a) on the First Amendment Effective Date, together with proceeds of the Term Loan Financing Facility, to refinance the existing Term Loan Financing Facility, the Lead Borrower’s 10% unsecured Senior Notes Due 2019 and the existing 9.00% notes of Holdings due 2018 and to pay fees, costs and expenses in connection therewith and with the First Amendment, and (b) thereafter, (i) to refinance amounts outstanding under finance the Existing Credit Agreement; acquisition of working capital assets of the Borrowers and their Subsidiaries, including the purchase of inventory and equipment, in each case in the ordinary course of business, (ii) to pay the fees, expenses and other transaction costs finance Capital Expenditures of the Transactions contemplated herebyBorrowers and their Subsidiaries, (iii) to fund working capital needsfinance Permitted Acquisitions, and (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes purposes, including the repayment of Indebtedness (including the Borrower Term Loan Financing Facility), the making of Restricted Payments, and its Subsidiariesthe making of Investments, all to the extent permitted in this Agreement. No part of the proceeds of any Revolving Credit Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Lead Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit Extension to (A) in furtherance of an offer, paymentpay, promise to pay, or authorization of authorize the payment or giving of money, or anything else of value, to any Person in violation in any material respects of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation in any material respect of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans and the Term Loans will be used only (ia) to refinance amounts repay loans outstanding under the Existing Credit AgreementAgreement and to pay fees and expenses in connection herewith and therewith, (b) for the general corporate purposes of the Borrower and its Subsidiaries including working capital requirements and Capital Expenditures (in compliance with all applicable legal and regulatory requirements) and (c) with respect to Revolving Loans only, (i) to pay (A) principal in an aggregate amount not to exceed $15,000,000 and (B) fees, expenses and any premium payable, in each case in connection with any redemption, in whole or in part, of the Existing HYTOPs, provided that in the event the Revolving Loans are prepaid with the proceeds of any Equity Issuance, the Revolving Loans may be reborrowed in the amount of such prepayment to redeem the Existing HYTOPS within 90 days of such Equity Issuance; and (ii) to pay make acquisitions and Investments to the fees, expenses extent permitted hereunder (in compliance with all applicable legal and other transaction costs regulatory requirements). The proceeds of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) Incremental Loans will be used only for general corporate purposes of the Borrower and its SubsidiariesSubsidiaries including working capital requirements, Capital Expenditures, Acquisitions and Investments to the extent permitted hereunder (in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of proceeds of any Loan. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.X.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower MK Holdings and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. such regulations. The Commercial Letters of Credit will shall be issued only used solely to support the working capital needs and general corporate obligations finance purchases of the Borrower goods by MK Holdings and its Subsidiaries relating to Subsidiaries, in the ordinary course of their respective lines business, and the Standby Letters of businessCredit shall be used solely for the purposes described in the definition of such term in Section 1.01. The No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and MK Holdings shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not useuse or otherwise make available, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower MK Holdings and its Subsidiaries. The Commercial Letters of Credit shall be used solely to finance purchases of goods by MK Holdings and its Subsidiaries, in the ordinary course of their business, and the Standby Letters of Credit shall be used solely for the purposes described in the definition of such term in Section 1.01. The proceeds of the Term Loans will be used only to finance in part the Target Acquisition and the Transaction Costs. (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The such regulations. (c) No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and MK Holdings shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not useuse or otherwise make available, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (ia) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs repay existing Debt of the Transactions contemplated herebyBorrower, (iiib) to fund for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Consolidated Subsidiaries, (c) for payment of all amounts owing by the Borrower under this Agreement, (d) to fund any cash consideration payable by the Borrower or any of its Consolidated Subsidiaries in connection with a merger or acquisition which is not prohibited by Section 6.05 or Section 6.06 or (e) to fund Investments in Excluded Affiliates permitted by Section 6.06; provided that such uses are, at the time made, otherwise consistent with the terms of this Agreement and all applicable laws and no Default would result therefrom. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines of businessConsolidated Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Aa) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bb) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Cc) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to (ia) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated herebyTransactions, (iiib) prepay, redeem or defease the Existing Senior Notes to fund the extent permitted under Section 7.15 and (c) finance the working capital needsneeds of the Borrower, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with including capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiariesthe Guarantors, in the ordinary course of business, including the exploration, acquisition and development of Oil and Gas Interests. No part of the proceeds of any Loan will be used, whether directly or indirectly, for to purchase or carry any purpose that entails a violation of any of the regulations of margin stock (as defined in Regulation U issued by the Board, including Regulations T, U and X. ). Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines of businessthe Restricted Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. The Borrower will not fund all or part of any repayment of the Obligations out of proceeds derived from transactions which would be prohibited by Sanctions or would otherwise cause any Person to be in breach of Sanctions.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will provided on the Closing Date shall be used only to (i) to refinance amounts outstanding Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement; Agreement and (ii) to pay the fees, fund fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, the refinancing of existing Indebtedness described in clause (vii). The proceeds of any Revolving Loans provided after the Closing Date (including pursuant to Section 2.08(d)) to make Restricted Payments permitted hereunder and (vii) will be used for general corporate purposes of the Borrower and its Restricted Subsidiaries, including to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay related fees and expenses. Letters of Credit will be issued only to support the ordinary course of business operations of the Borrower and its Restricted Subsidiaries. (b) The proceeds of the Term B Loans shall be used to refinance outstanding Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement. The proceeds of Incremental Term B Loans shall be used for general corporate purposes and as set forth in the applicable Incremental Term B Loan Amendment. (c) No part of the proceeds of any Loan will be used, whether directly or indirectly, to purchase or carry Margin Stock or for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents (in their respective capacities as such) shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, the United Kingdom or in an European Union member state, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The (a) Use the proceeds of the Term Loans will be used only solely to (i) to refinance amounts outstanding under repay the Existing Credit Agreement; Indebtedness in full and to pay the Transaction Costs and (ii) to pay the fees, expenses and other transaction costs extent any portion of the Transactions contemplated herebyLoans remain available following application of proceeds pursuant to preceding clause (i), (iii) to fund for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Holdings, Borrower and its the Restricted Subsidiaries. No ; provided that no part of the proceeds of any Term Loan will may be used, whether directly or indirectly, for any purpose that entails a used in violation of any the representation set forth in Section 6.10. (b) Use the proceeds of the regulations Revolving Loans solely for working capital and general corporate purposes of Holdings, Borrower and the Restricted Subsidiaries; provided that no part of the Board, including Regulations T, U and X. proceeds of any Revolving Credit Loan may be used in violation of the representation set forth in Section 6.10. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Holdings, Borrower and its the Restricted Subsidiaries relating to their respective lines incurred in the ordinary course of business. The business or otherwise not in violation of this Agreement. (c) Notwithstanding the foregoing, Borrower will not request shall not, directly or indirectly, use the proceeds of the Loans or any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of request any Borrowing Loan or Letter of Credit the proceeds of which will be used, or loaned, contributed, or otherwise made to any Subsidiary or, to the knowledge of Borrower, other Person, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Law or (ii) in any other manner that would result in a violation of any Anti-Corruption Laws, in each case, in a manner that could reasonably be expected to result in a Material Adverse Effect. (Bd) for Notwithstanding the purpose foregoing, the foregoing, Borrower shall not, directly or indirectly, use the proceeds of fundingthe Loans or any Letter of Credit, financing or facilitating request any activitiesLoan or Letter of Credit the proceeds of which will be used, or loaned, contributed, or otherwise made to any Subsidiary or, to the knowledge of Borrower, other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person to fund any activities or business or transaction of or with any Sanctioned Person, Person or in any Sanctioned Countrycountry or territory that, to at the extent time of such activitiesfunding, businesses or transaction would be prohibited by is the subject of any Sanctions if conducted by a corporation incorporated in the United States, or (Cii) in any other manner that would result in the a violation in any material respect of any Sanctions applicable to by any party heretoto this Agreement, with respect to (i) and (ii) to the extent prohibited by Sanctions.

Use of Proceeds and Letters of Credit. The Borrowers will (a) use all of the proceeds of the initial Loans will be used only funded on the Closing Date for the purposes of (i) to refinance amounts outstanding repayment of the Indebtedness under the Existing Credit Agreement; Agreement on the Closing Date and (ii) to pay the fees, payment of related fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expensesin connection therewith, and engage in (b) all other transactions permitted hereby, Credit Events (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) including Letters of Credit which may be issued on the Closing Date for general corporate purposes and to replace or provide credit support for any Existing Letters of Credit) to finance the Borrower working capital needs and its other general corporate purposes of GII, Holdings and their respective Subsidiaries, and in each case (whether under clause (a) or (b)) not in contravention of any Law or of any Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower Borrowers will not request any Borrowing or Letter of Credit, and the Borrower Borrowers shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents agents, in their capacities as such, shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Term B-1 Loans made on the Refinancing Date will be used only (i) solely to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay Term B-1 Loans and the fees, other Refinancing Transactions and for the payment of fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding payable in connection with the Refinancing Transactions and for working capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for other general corporate purposes of the Borrower Company and its the Subsidiaries. No part The proceeds of the Term B-2 Loans made on the 2015 Refinancing Date were used solely to consummate the transactions contemplated by the 2015 Refinancing Agreement and for working capital and other general corporate purposes of the Company and the Subsidiaries. The proceeds of the Incremental Term Loans will be used solely for the purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of the Revolving Loans and Swingline Loans will be used solely to consummate the 2018 Transactions (in the case of Revolving Loans made on the Third Amendment Effective Date) and for working capital and other general corporate purposes of the Company and the Subsidiaries. None of the Company or any Subsidiary will use the proceeds of any Loan will be used, whether directly Loans or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Letters of Credit will be issued only to support obligations of the Company and its subsidiaries incurred in the ordinary course of business.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) for, and the Letters of Credit will be issued only to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the feessupport, expenses working capital needs and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries<; provided that for purposes of any Borrowing from and after the Amendment Effective Date and during the Covenant Waiver Period, the proceeds of such Borrowing shall be used solely for the purposes of paying (i) operating expenses incurred by the Company, the Borrower and their Subsidiaries (and only to the extent, in the good faith determination of the Borrower, cash flow from the operations of the Company, the Borrower and their Subsidiaries is insufficient to pay the same, taking into account expected near term receipts, expenditures and contingencies), (ii) capital expenditures and Investments expressly permitted pursuant to Section 6.13, and (iii) scheduled interest and principal payments on Indebtedness of the Company, the Borrower and their Subsidiaries (and only to the extent, in the good faith determination of the Borrower, cash flow from the operations of the Company, the Borrower and their Subsidiaries is insufficient to pay the same, taking into account expected near term receipts, expenditures and contingencies)>. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Credit Loans made hereunder and of Letters of Credit issued hereunder will be used only (a) on the First Amendment Effective Date, together with proceeds of the Term Loan Financing Facility, to refinance the existing Term Loan Financing Facility, the Lead Borrower’s 10% unsecured Senior Notes Due 2019 and the existing 9.00% notes of Holdings due 2018 and to pay fees, costs and expenses in connection therewith and with the First Amendment, and (b) thereafter, (i) to refinance amounts outstanding under finance the Existing Credit Agreement; acquisition of working capital assets of the Borrowers and their Subsidiaries, including the purchase of inventory and equipment, in each case in the ordinary course of business, (ii) to pay the fees, expenses and other transaction costs finance Capital Expenditures of the Transactions contemplated herebyBorrowers and their Subsidiaries, (iii) to fund working capital needsfinance Permitted Acquisitions, and (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes purposes, including payment of fees, costs and expenses in connection with the Borrower Second Amendment and its Subsidiariesthe repayment of Indebtedness (including the Term Loan Financing Facility), the making of Restricted Payments, and the making of Investments, all to the extent permitted in this Agreement. No part of the proceeds of any Revolving Credit Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Lead Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit Extension to (A) in furtherance of an offer, paymentpay, promise to pay, or authorization of authorize the payment or giving of money, or anything else of value, to any Person in violation in any material respects of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in anyto make any payments to a Sanctioned Entity or a Sanctioned Person, to finance any investments in a Sanctioned Entity or a Sanctioned Person, to fund any operations of a Sanctioned Entity or a Sanctioned Person, in each case, in violation of applicable Sanctions or in any other manner that would result in the thea violation in any material respect of any Sanctions Sanctionsof applicable to toSanctions by any Person party hereto, or (B) for any purpose which would breach any Anti-Corruption Laws or Anti-Money Laundering Laws.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolver B Loans will be used only to refinance the loans and other obligations outstanding under the Existing RBL Facility Documents. The proceeds of the Revolver A Loans will be used only (ia) to refinance amounts outstanding in part the loans and other obligations under the Existing Credit Agreement; RBL Facility to the extent not refinanced by application of the proceeds of the Revolver B Facility, (iib) for post-petition operating expenses in accordance with the Budget pursuant to Section 7.15, (c) to pay the feescertain transaction costs, expenses fees and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (viid) for general corporate purposes certain other costs and expenses of administration of the Borrower and its SubsidiariesBankruptcy Cases, including funding the Carve-Out (such permitted uses set forth in the foregoing sentences, collectively, the “Approved Purposes”). No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate purposes of the Borrower and the Restricted Subsidiaries. (b) Proceeds of the Loans shall not be used (i) to permit the Borrower, any Guarantor or any of their representatives to challenge or otherwise contest or institute any proceeding to determine (x) the validity, perfection or priority of security interests in favor of any of the Lenders or the Secured Parties, or (y) the enforceability of the obligations of the Borrower or any Guarantor under this Agreement or (ii) to investigate, commence, prosecute or defend any claim, motion, proceeding or cause of action against any of the Lenders or the Secured Parties, each in such capacity, and its Subsidiaries relating to their respective lines of business. The Borrower will not request agents, attorneys, advisors or representatives, including, without limitation, any Borrowing lender liability claims or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretosubordination claims.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (ia) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs repay existing Debt of the Transactions contemplated herebyBorrower, (iiib) to fund for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Consolidated Subsidiaries, (c) for payment of all amounts owing by the Borrower under this Agreement, (d) to fund any cash consideration payable by the Borrower or any of its Consolidated Subsidiaries in connection with a merger or acquisition which is not prohibited by Section 6.05 or (e) to fund Investments (including in Excluded Affiliates); provided that such uses are, at the time made, otherwise consistent with the terms of this Agreement and all applicable laws and no Default would result therefrom. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines of businessConsolidated Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Aa) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bb) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Cc) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans (including any Swingline Loans) (i) on the First A&R Effective Date, will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; Transactions and (ii) to pay on or after the feesFirst A&R Effective Date, expenses will be used solely for working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions) of the Borrower and its the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a used in violation of any of the regulations of the Board, including Regulations T, U and X. representation set forth in Section 3.10. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its the Subsidiaries relating to their respective lines incurred in the ordinary course of business. . (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or any Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans made on the Initial Funding Date will be used only solely for the payment of (i) to refinance amounts outstanding under the Existing Credit Agreement; first, Transaction Costs and (ii) second, to pay the feesextent of the remaining proceeds thereof, expenses working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of Holdings, the Borrower and its the Restricted Subsidiaries. The proceeds of the Loans drawn after the Initial Funding Date, as well as any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment), will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings, the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a used in violation of any the representation set forth in Section 3.16. Letters of Credit will be issued only to support obligations of Holdings, the regulations Borrower and the Restricted Subsidiaries incurred in the ordinary course of the Board, including Regulations T, U and X. business; provided that US Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. Holdings or any Domestic Subsidiary. (b) The Borrower will not request any Borrowing or Letter of Credit, and neither Holdings nor the Borrower shall not use, and each shall procure that its the Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or any Letter of Credit Credit, or make the proceeds thereof available to any other Person, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction the activities of or any transaction with any Sanctioned Person, Person or in any Sanctioned Country, Country except to the extent such activities, businesses or transaction would be prohibited by permissible for a Person required to comply with Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the a violation of any Sanctions applicable to any party heretohereto (including any Person participating in the Borrowings or Letters of Credit, whether as underwriter, advisor, investor, or otherwise).

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term A Loans made on the Closing Date, together with the proceeds of the Senior Notes, will be used only to finance the Transactions, to pay related fees, costs, and expenses and for working capital and general corporate purposes (including Permitted Acquisitions). The proceeds of the Incremental Term A-1 Loans and Incremental Term B-1 Loans made on the Restatement Effective Date will be used (i) to refinance amounts outstanding under finance the Existing Credit Agreement; RBI Transactions and (ii) to repay all Initial Term A Loans outstanding immediately prior to the Restatement Effective Date and to pay the feesany accrued and unpaid interest, costs and expenses incurred in connection with such repayment. The proceeds of Loans and other transaction costs of Credit Events made following the Transactions contemplated hereby, (iii) Closing Date will be used to fund finance the working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions or any other purposes not prohibited by this Agreement), of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the BoardFRB, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will provided on the Funding Date shall be used only to (i) to refinance amounts outstanding existing Indebtedness of Manitowoc and is Subsidiaries (including, without limitation, Indebtedness under the Existing Credit Agreement; ) in an amount not to exceed $50,000,000 and (ii) fund fees and expenses associated with the Separation and the refinancing of existing Indebtedness described in clause (i). The proceeds of any Revolving Loans provided after the Funding Date (including pursuant to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iiiSection 2.08(d)) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) will be used for general corporate purposes of the Borrower and its Restricted Subsidiaries, including to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay related fees and expenses. Letters of Credit will be issued only to support the ordinary course of business operations of the Borrower and its Restricted Subsidiaries. (b) The proceeds of the Term B Loans shall be used for general corporate purposes of the Borrower and its Restricted Subsidiaries and to finance a portion of the Funding Date Dividend. The proceeds of Incremental Term B Loans shall be used for general corporate purposes and as set forth in the applicable Incremental Term B Loan Amendment. (c) No part of the proceeds of any Loan will be used, whether directly or indirectly, to purchase or carry Margin Stock or for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in an European Union member state, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Term Loans and of the Revolving Loans made pursuant to clause (b) of Section 2.01 will be used by the Borrower on the Acquisition Date, together with cash on hand and the proceeds of the issuance of the New Parent Notes, solely to complete the Acquisition, the Refinancing Transactions and the other Transactions and to pay related fees and expenses. The proceeds of the Revolving Loans made pursuant to clause (c) of Section 2.01 and the Swingline Loans will be used only (i) solely for working capital and other general corporate purposes, including to refinance amounts outstanding prepay all loans under the Existing Credit Agreement; Agreement outstanding on the Effective Date, and to complete the transactions referred to in clause (iif) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes definition of the Borrower and its Subsidiariesterm “Refinancing Transactions”. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and for general corporate obligations purposes of the Borrower and its Subsidiaries relating or, on the Acquisition Date, to their respective lines backstop letters of business. credit issued for the account of the Acquired Company or any of its Subsidiaries that do not constitute Acquired Company Letters of Credit hereunder. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall will not use, and shall will procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall will not use, the proceeds of any Borrowing or any Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries, including for investments, acquisitions and capital expenditures (in each case to the extent not otherwise prohibited by the terms of this Agreement). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued requested only to support the working capital needs and for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesspurposes. The Borrower will not request any Borrowing Loan or Letter of CreditLC Disbursement, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents (in their respective capacities as such) shall not use, directly or, to the knowledge of the Borrower, indirectly, the proceeds of any Borrowing Loan or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, Person or Sanctioned Entity in violation of any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesSanctions, or (C) in any other manner that would result in the violation of violate any Sanctions or Anti-Corruption Laws applicable to any party hereto.” (h) Section 9.12 of the Credit Agreement is hereby amended by (i) deleting the “or” at the end of clause (f) thereof, (ii) deleting the period at the end of clause (g) thereof, and adding the following to the end of the first sentence thereof: “or (h) on a confidential basis to, to the extent requested by or required to be disclosed to, (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided hereunder.” (i) The Credit Agreement is hereby amended by adding a new Section 9.19 after Section 9.18, as follows:

Use of Proceeds and Letters of Credit. The proceeds of the Term Loans will be used only (i) on the Funding Date solely to refinance amounts outstanding under fund the Existing Credit Agreement; (ii) FBHS Cash Payment, and the proceeds of the Revolving Loans will be used on the Funding Date solely to fund the portion of the FBHS Cash Payment not funded by Term Loans on such date, and to pay the fees, related fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with the Transactions. The proceeds of any Revolving Loans made subsequent to the Funding Date and of any Incremental Term Loans made pursuant to Section 2.09(d) will be used only for general corporate purposes, including working capital, capital expenditures, (vi) to make Restricted Payments permitted hereunder acquisitions and (vii) for general other lawful corporate purposes of the Borrower and its Subsidiariespurposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulation U or X of the Board, including Regulations T, U and X. . Letters of Credit will be issued used only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines in the ordinary course of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that not permit its Subsidiaries and its or their respective directors, officers, employees and agents shall not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, the European Union and its member states or the United Kingdom, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Credit Loans made hereunder and of Letters of Credit issued hereunder will be used only (a) on the First Amendment Effective Date, together with proceeds of the Term Loan Financing Facility, to refinance the existing Term Loan Financing Facility, the Lead Borrower’s 10% unsecured Senior Notes Due 2019 and the existing 9.00% notes of Holdings due 2018 and to pay fees, costs and expenses in connection therewith and with the First Amendment, and (b) thereafter, (i) to refinance amounts outstanding under finance the Existing Credit Agreement; acquisition of working capital assets of the Borrowers and their Subsidiaries, including the purchase of inventory and equipment, in each case in the ordinary course of business, (ii) to pay the fees, expenses and other transaction costs finance Capital Expenditures of the Transactions contemplated herebyBorrowers and their Subsidiaries, (iii) to fund working capital needsfinance Permitted Acquisitions, and (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes purposes, including payment of fees, costs and expenses in connection with the Borrower Second Amendment and its Subsidiariesthe repayment of Indebtedness (including the Term Loan Financing Facility), the making of Restricted Payments, and the making of Investments, all to the extent permitted in this Agreement. No part of the proceeds of any Revolving Credit Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Lead Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit Extension (A) in furtherance of an offer, payment, promise to pay, make any payments to a Sanctioned Entity or authorization of the payment or giving of money, or anything else of valuea Sanctioned Person, to finance any Person investments in a Sanctioned Entity or a Sanctioned Person, to fund any operations of a Sanctioned Entity or a Sanctioned Person, in each case, in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, applicable Sanctions or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any other manner that would result in the a violation of applicable Sanctions by any Sanctions applicable to any Person party hereto, or (B) for any purpose which would breach any Anti-Corruption Laws or Anti-Money Laundering Laws.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under consummate the Existing Credit Agreement; Acquisition, (ii) to pay the fees, expenses and other transaction costs repay certain of the Transactions contemplated herebyRefinanced Indebtedness, (iii) to fund working capital needspay related fees and expenses, (iv) to fund acquisitions finance Consolidated Capital Expenditures and Permitted Acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including without limitation the making of intercompany loans to Subsidiaries, the proceeds of which loans will be used by such Subsidiaries for general corporate purposes). The proceeds of the Borrower Tranche A Term Loans will be used to repay certain of the Refinanced Indebtedness. The proceeds of the Tranche B Term Loans will be used (i) to consummate the Acquisition and its Subsidiaries(ii) to repay certain of the Refinanced Indebtedness. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations TG, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower Parent and its Subsidiaries relating to their respective lines incurred in the ordinary course of business. The Borrower business and will not request be used, whether directly or indirectly, for any Borrowing or Letter purpose that entails a violation of Creditany of the Regulations of the Board, including Regulations G, U and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, X. No part of the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.any

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term A-2 Loans will be used only (i) to refinance amounts repay all Incremental Term A-1 Loans, to repay any Revolving Loans outstanding under immediately prior to the Existing Credit Agreement; (ii) Second Restatement Effective Date and to pay any accrued and unpaid interest, costs and expenses incurred in connection with such repayment. The proceeds of the fees, expenses Delayed Draw Term A-2 Loans will be used to finance general corporate purposes (including Permitted Acquisitions). The proceeds of Loans and other transaction costs of Credit Events made following the Transactions contemplated hereby, (iii) Second Restatement Effective Date will be used to fund finance the working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions or any other purposes not prohibited by this Agreement), of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the BoardFRB, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of -------------------------------------- the Term Loans, the Revolving Loans and Swingline Loans and the issuance of Letters of Credit will be used only (i) to fund, or to refinance amounts outstanding under Indebtedness used to fund, Capital Expenditures to extend, expand or otherwise modify the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes fiberoptic cable system of the Borrower and its the Restricted Subsidiaries or other Capital Expenditures in connection with other businesses in which the Borrower and the Restricted Subsidiaries shall be engaged, to refinance Indebtedness of, or to finance the acquisition of, Frontier, U S West or C&W Marine, or to fund, or to refinance Indebtedness used to fund or acquired in connection with, Permitted Acquisitions. In addition, the proceeds of the Revolving Loans and Swingline Loans and the issuance of Letters of Credit may be used to fund the working capital needs of, and for the general corporate purposes of, the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, indirectly (i) for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of CreditX, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, will provide the proceeds of Administrative Agent with a Form U-1 if at any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization time more than 25% of the payment Collateral and the assets subject to the limitations of Section 6.02 or giving 6.05 consists of money"margin stock", as defined in Regulation U of the Board as from time to time in effect or anything else (ii) to finance any acquisition of value, to any Person in violation of any Anti-Corruption Laws, (B) Equity Interests for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation obtaining Control of any Sanctions applicable publicly held Person that has not at the time of the first public announcement of an offer relating thereto been approved by the board of directors of the Person to any party heretobe acquired.

Use of Proceeds and Letters of Credit. The Borrowers will use all of the proceeds of (a) the initial Loans will be used only funded on the Closing Date for the purposes of (i) to refinance amounts outstanding repayment of the Indebtedness under the Existing Credit Agreement; Agreement on the Closing Date and (ii) payment of related fees and expenses in connection therewith, and (b) all other Credit Events (including Letters of Credit which may be issued on the Closing Date for general corporate purposes and to pay replace or provide credit support for any Existing Letters of Credit) to finance the fees, expenses working capital needs and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower Domestic Borrower, the Bermuda Borrower, the Luxembourg Borrower, Holdings and its their respective Subsidiaries, and in each case (whether under clause (a) or (b)) not in contravention of any Law or of any Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower Borrowers will not request any Borrowing or Letter of Credit, and Holdings and the Borrower Borrowers shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents agents, in their capacities as such, shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term A Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) Intercompany Transfers. The proceeds of the Delayed Draw Term A Loans and Term B Loans, together with the proceeds of the Senior Notes, will be used to finance the remaining Transactions, to pay the related fees, costs and expenses and for working capital and general corporate purposes (including Permitted Acquisitions) and the proceeds of Loans and other transaction costs of Credit Events made following the Transactions contemplated hereby, (iii) Delayed Draw Funding Date will be used to fund finance the working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions or any other purposes not prohibited by this Agreement), of Holdings, the Borrower Borrowers and its their respective Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the BoardFRB, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use (and, in the case of directors, officers, employees and agents, shall not directly use), the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. All proceeds of the Additional Euro Term A Loans incurred on the Amendment No. 3 Effective Date will be used by the Dutch Borrower to prepay Initial Term A Loans that constitute Non-Exchanged Initial Term A Loans. All proceeds of the Additional Dollar Term A Loans incurred on the Amendment No. 3 Effective Date will be used by the U.S. Borrower to prepay Delayed Draw Term A Loans that constitute Non-Exchanged Delayed Draw Term A Loans.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate business purposes of the Borrower and Borrower, its Subsidiaries, and the UJVs. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations business purposes of the Borrower and Borrower, its Subsidiaries relating to their respective lines of businessand UJVs. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that direct its Subsidiaries and its or their the respective directors, officers, employees and agents shall of the Borrower and its Subsidiaries not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. On the Effective Date and from time to time thereafter, on not less than thirty (30) Business Days' notice, the Borrower may request that proceeds of the Loans be used to refinance secured mortgage Indebtedness of the Borrower and/or its Subsidiaries, including the secured mortgage Indebtedness on the Dolphin Mall in Miami, Florida, in which event, a portion of the Loans equal to the amount of the advances made hereunder in connection with such refinancing, at the Borrower's election, may be secured by an amended and restated mortgage on the property securing the mortgage Indebtedness to be so refinanced (a "Refinancing Mortgage") and evidenced by a mortgage note in favor of the Administrative Agent or an Affiliate of the Borrower in form and substance reasonably satisfactory to the Administrative Agent and the Borrower; provided that any mortgage note in favor of an Affiliate of the Borrower shall have a zero balance and may not be assigned by such Affiliate without the prior written consent of the Administrative Agent, except for an assignment of such Refinancing Mortgage in connection with a Disposition permitted by Section 6.04; provided that no Refinancing Mortgage may encumber a property located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and the Lenders. Such request from the Borrower shall include a certificate from the Borrower (which certificate the Administrative Agent will forward to the Lenders) certifying that the property to be encumbered by such Refinancing Mortgage is not located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and the Lenders. At least ten (10) Business Days prior to the recordation of any Refinancing Mortgage, the Administrative Agent shall provide all Lenders with a legal description and special flood hazard determination form for all property proposed to be encumbered thereby. Any such Refinancing Mortgage and any other agreement, certifications, opinions and other documents will be (i) in form and substance reasonably acceptable to the Administrative Agent and its counsel and the Borrower, provided that such documents will not subject the applicable Property to additional obligations, requirements, restrictions or liabilities that are not already set forth in the Loan Documents with respect to such Property, (ii) to be consistent in all respects with the terms of this Agreement, and (iii) if the Administrative Agent is the holder of such Refinancing Mortgage, subject to being unconditionally released or assigned by the Administrative Agent at the request of the Borrower without the need for any consent or approval of the Lenders (it being understood and agreed that the Administrative Agent and the Lenders shall not be required to give any representations and warranties with respect to any such release or assignment, including with respect to any aspects of the Indebtedness secured thereby, except that it is the holder thereof and authorized to execute and deliver the same). In addition, in connection with each Refinancing Mortgage, the Administrative Agent and from time to time thereafter at the request and expense of Borrower, will provide subordination, non-disturbance and attornment agreements if it is the holder of such Refinancing Mortgage. Unless otherwise directed by Borrower, any prepayments made by the Borrower shall be applied first to any and all Loans outstanding that are not secured by a Refinancing Mortgage, and only to Loans secured by Refinancing Mortgages if there shall be no other Loans outstanding at the time. Any property subject to a Refinancing Mortgage shall be and remain eligible for treatment as an Eligible Unencumbered Asset, and any note secured by a Refinancing Mortgage shall be treated as Total Unsecured Indebtedness.

Use of Proceeds and Letters of Credit. The Borrower shall not use the proceeds of Revolving Credit Loans and Swingline Loans for any purposes other than to (a) refinance the Loans will be used only (i) to refinance amounts obligations outstanding under the Existing Credit Agreement (including the “Term Loan” (as defined in the Existing Credit Agreement; )), (iib) to pay Transaction Costs, (c) pay the feesSpecified Dividend, expenses and other transaction costs of the Transactions contemplated hereby, (iiid) to fund Borrower’s working capital needsand general corporate purposes or, (iv) subject to fund acquisitions permitted hereunderthe terms and conditions of this Agreement and the other Loan Documents, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for the general corporate purposes of Borrower or any other Company. Borrower shall not use the proceeds of the Term Loans for any purpose other than to (a) pay Transaction Costs, (b) pay the IPO Dividend, and (c) fund Borrower’s working capital and general corporate purposes or, subject to the terms and conditions of this Agreement and the other Loan Documents, the general corporate purposes of Borrower and or any other Company. Borrower shall not use the proceeds of the Delayed Draw Term Loans for any purpose other than to fund Capital Expenditures (other than Maintenance Capital Expenditures). Borrower shall not, nor shall it permit any of its Subsidiaries. No Subsidiaries to, use any part of the proceeds of any Loan will be usedLoan, whether directly or indirectly, for any purpose that entails a violation of would be prohibited by Section 3.11 or that violates any of the regulations of the Board. No Obligor shall, including Regulations Tnor shall it permit any of its Subsidiaries to, U and X. use any Letters of Credit will be issued only for any purpose other than to support the working capital needs and general corporate obligations of the transactions entered into by Borrower and or its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation Ordinary Course of any Sanctions applicable to any party heretoBusiness.

Use of Proceeds and Letters of Credit. The Use the proceeds of the Loans will be used and request the issuance of Letters of Credit only (i) to refinance amounts outstanding under for the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower Company and its Subsidiaries. The Company and its Subsidiaries are not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds of any Loan will be used, whether directly or indirectly, (a) for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations Regulation T, Regulation U and X. Letters Regulation X, or (b) in any hostile acquisition of Credit will be issued only to support the working capital needs and general corporate obligations another Person. None of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower Credit Parties will not request any Borrowing or Letter of Credit, and none of the Borrower Credit Parties shall not use, and each of the Credit Parties shall procure that none of its Subsidiaries and subsidiaries nor its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, funding or financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent such activities, businesses business or transaction would be prohibited by violate Sanctions if conducted by a corporation incorporated company organized in the United StatesStates or by a company organized in a European Union member state, or (C) in any other manner that would result in liability to any Lender, the Administrative Agent, any Issuing Bank or any Swingline Lender under any applicable Sanctions or the violation of any Sanctions applicable to by any party heretoLender, the Administrative Agent, any Issuing Bank or any Swingline Lender.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower Borrowers and its their Restricted Subsidiaries, including the funding of Permitted Acquisitions. The proceeds of the Delayed Draw Term Loans will be used solely to exchange or repurchase the Existing Convertible Notes and to pay any fees, costs and expenses incurred in connection therewith, with any balance of such proceeds of the Delayed Draw Term Loans remaining after payment in full of such amounts available for the general corporate purposes of the Borrowers and their Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. The Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations purposes of the Borrower Borrowers and its Subsidiaries relating to their respective lines of businessRestricted Subsidiaries. The Borrower Borrowers will not request any Borrowing or Letter of Credit, and the Borrower Borrowers shall not use, and shall procure that its their Restricted Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding for general business purposes of the Borrower, its Subsidiaries, and the UJVs, including, in the case of the Term Loans, the refinancing of the term loans made under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations business purposes of the Borrower and Borrower, its Subsidiaries relating to their respective lines of businessand UJVs. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that direct its Subsidiaries and its or their the respective directors, officers, employees and agents shall of the Borrower and its Subsidiaries not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. On the Effective Date and from time to time thereafter, on not less than thirty (30) Business Days' notice, the Borrower may request that proceeds of the Loans be used to refinance secured mortgage Indebtedness of the Borrower and/or its Subsidiaries, including the secured mortgage Indebtedness on the Dolphin Mall in Miami, Florida, in which event, a portion of the Loans equal to the amount of the advances made hereunder in connection with such refinancing, at the Borrower's election, may be secured by an amended and restated mortgage on the property securing the mortgage Indebtedness to be so refinanced (a “Refinancing Mortgage”) and evidenced by a mortgage note in favor of the Administrative Agent or an Affiliate of the Borrower in form and substance reasonably satisfactory to the Administrative Agent and the Borrower; provided that any mortgage note in favor of an Affiliate of the Borrower shall have a zero balance and may not be assigned by such Affiliate without the prior written consent of the Administrative Agent, except for an assignment of such Refinancing Mortgage in connection with a Disposition permitted by Section 6.04; provided that no Refinancing Mortgage may encumber a property located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and the Lenders. Such request from the Borrower shall include a certificate from the Borrower (which certificate the Administrative Agent will forward to the Lenders) certifying that the property to be encumbered by such Refinancing Mortgage is not located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and the Lenders. At least ten (10) Business Days prior to the recordation of any Refinancing Mortgage, the Administrative Agent shall provide all Lenders with a legal description and special flood hazard determination form for all property proposed to be encumbered thereby. Any such Refinancing Mortgage and any other agreement, certifications, opinions and other documents will be (i) in form and substance reasonably acceptable to the Administrative Agent and its counsel and the Borrower, provided that such documents will not subject the applicable Property to additional obligations, requirements, restrictions or liabilities that are not already set forth in the Loan Documents with respect to such Property, (ii) to be consistent in all respects with the terms of this Agreement, and (iii) if the Administrative Agent is the holder of such Refinancing Mortgage, subject to being unconditionally released or assigned by the Administrative Agent at the request of the Borrower without the need for any consent or approval of the Lenders (it being understood and agreed that the Administrative Agent and the Lenders shall not be required to give any representations and warranties with respect to any such release or assignment, including with respect to any aspects of the Indebtedness secured thereby, except that it is the holder thereof and authorized to execute and deliver the same). In addition, in connection with each Refinancing Mortgage, the Administrative Agent and from time to time thereafter at the request and expense of Borrower, will provide subordination, non-disturbance and attornment agreements if it is the holder of such Refinancing Mortgage. Unless otherwise directed by Borrower, any prepayments made by the Borrower shall be applied first to any and all Loans outstanding that are not secured by a Refinancing Mortgage, and only to Loans secured by Refinancing Mortgages if there shall be no other Loans outstanding at the time. Any property subject to a Refinancing Mortgage shall be and remain eligible for treatment as an Eligible Unencumbered Asset, and any note secured by a Refinancing Mortgage shall be treated as Total Unsecured Indebtedness.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower MKCapri Holdings and its Subsidiaries. The Commercial Letters of Credit shall be used solely to finance purchases of goods by MKCapri Holdings and its Subsidiaries, in the ordinary course of their business, and the Standby Letters of Credit shall be used solely for the purposes described in the definition of such term in Section 1.01. The proceeds of the Term Loans will be used only to finance in part the Target Acquisition and the Transaction Costs. (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The such regulations. (c) No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and MKCapri Holdings shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not useuse or otherwise make available, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding Indebtedness in existence on the Effective Date under the Existing Credit Agreement; Agreement and (ii) to pay finance the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower Company and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesssuch regulations. The No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and the Company shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. The Commercial Letters of Credit shall be used solely to finance purchases of goods by the Company and its Subsidiaries in the ordinary course of their business, and the Standby Letters of Credit shall be used solely for the purposes described in the definition of such term in Section 1.01.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of the all Loans will be used only (i) to refinance amounts outstanding the Indebtedness of the Borrower under the Existing Credit Agreement; (ii) to Agreement and pay transactional expenses related thereto, finance the fees, expenses and other transaction costs repurchase of shares of the Transactions contemplated herebyCapital Stock of the Borrower, (iii) refinance any Indebtedness of Capella outstanding as of the Second Amendment Effective Date that is required by the Capella Acquisition Agreement to fund be repaid upon the consummation of the Capella Acquisition, finance working capital needs, (iv) to fund acquisitions permitted hereunder, together with needs and Permitted Acquisitions and pay transactional expenses related expenses, thereto and engage in for other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including would violate Regulations T, U and X. U, or X of the Board of Governors of the Federal Reserve System. Specifically, no part of the proceeds of any Loan will be used to purchase or carry “margin stock” or to extend credit to others for the purpose of purchasing or carrying “margin stock.” All Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesspurposes. The Borrower will not request any Borrowing or Letter of CreditBorrower, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, use the proceeds of the Loans, directly or indirectly, for any Borrowing payments to any governmental official or Letter employee, political party, official of Credit (A) in furtherance of an offera political party, payment, promise to paycandidate for political office, or authorization anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the payment or giving United States Foreign Corrupt Practices Act of money1977, as amended, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoSanctions.

Use of Proceeds and Letters of Credit. The proceeds of the Term Loans extended on the Closing Date shall be used to finance, in part, the Transactions. The proceeds of the Revolving Loans (x) drawn on the Closing Date, will be used to finance, in part the Transactions and (y) will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiariesthe Guarantors in the ordinary course of business (including for permitted Acquisitions and permitted share repurchases). No part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower Loan Parties and its their Subsidiaries relating to their respective lines in the ordinary course of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of (i) directly funding, financing or facilitating any activities, business or transaction of or with any Sanctioned PersonPerson or in any Sanctioned Country or (ii) indirectly funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, solely in the case of this clause (ii), to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, States or in a European Union member state or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans made on the Effective Date will be used only to refinance the Indebtedness set forth on Schedule 4.01 and to pay related fees and expenses, including such amounts payable hereunder. The proceeds of the Term Loans and the Revolving Loans made on the Term Drawdown Date will be used only (i) to refinance amounts outstanding under consummate the Existing Credit Agreement; Acquisition, (ii) to pay the fees, related fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, repay outstanding Revolving Loans (ivit being understood that nothing in this clause (iii) shall be construed to require the Borrower to repay such Loans). The proceeds of the Revolving Loans made on any date (other than the Effective Date or the Term Drawdown Date) will be used only (i) to fund acquisitions finance Consolidated Capital Expenditures and Permitted Acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (vii) to provide funding in connection with finance the purchase by the Borrower of the capital expenditures, (vi) stock of JVC pursuant to make Restricted Payments permitted hereunder the Put/Call Arrangements and (viiiii) for general corporate working capital purposes (including without limitation the making of intercompany loans to Subsidiaries, the Borrower and its Subsidiariesproceeds of which loans will be used by such Subsidiaries for working capital purposes). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations TG, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines incurred in the ordinary course of business. The Borrower business and will not request be used, whether directly or indirectly, for any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure purpose that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in entails a violation of any Anti-Corruption Lawsof the Regulations of the Board, (B) for the purpose of fundingincluding Regulations G, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.U and X.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loan will be used to finance the Transactions. The proceeds of the Revolving Credit Loans and Swingline Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; Transactions and (ii) to pay for the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower Company and its SubsidiariesSubsidiaries (including acquisitions, Investments and Restricted Payments permitted pursuant to the terms hereunder). No part of the proceeds of any Loan and no Letters of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including including, without limitation, Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and for general corporate obligations purposes of the Borrower Company and its Subsidiaries relating to their respective lines of business. The Subsidiaries. (b) No Borrower will not request any Borrowing or Letter of CreditCredit Event, and the Borrower Company shall not use, and shall procure ensure that its Subsidiaries shall not use, and shall use its commercially reasonable efforts to ensure that its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing Credit Event, directly or Letter to the knowledge of Credit the Company, indirectly, (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses licensed or transaction would be otherwise approved or not prohibited by Sanctions if conducted by a corporation incorporated in the United Statesapplicable authority imposing such Sanctions, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSanctions.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (i) to refinance amounts outstanding under for the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs payment of a portion of the Transactions contemplated herebyredemption price for the Rockpoint Redemption and, (iii) with respect to fund working capital needsthe Revolving Loans only, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. The redemption price for the Rockpoint Redemption shall be paid from the following sources in the following order of priority: first from available cash on hand of the Borrower, second at least $52,000,000 from a Revolving Borrowing, and third the remaining amount necessary to consummate the Rockpoint Redemption from a Borrowing of Term Loans. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines in the ordinary course of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans will be used only (i) on the Closing Date solely to refinance amounts outstanding under certain existing indebtedness (including the prepayment of the Existing Credit Agreement; (iiTerm Loans) and to pay the fees, related fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with the Transactions. The proceeds of any Revolving Loans made subsequent to the Closing Date and of any Incremental Term Loans made pursuant to Section 2.09(d) will be used only for general corporate purposes, including working capital, capital expenditures, (vi) to make Restricted Payments permitted hereunder acquisitions and (vii) for general other lawful corporate purposes of the Borrower and its Subsidiariespurposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulation U or X of the Board, including Regulations T, U and X. . Letters of Credit will be issued used only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines in the ordinary course of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that not permit its Subsidiaries and its or their respective directors, officers, employees and agents shall not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, the European Union and its member states or the United Kingdom, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only solely for the making of the Existing Debt Repayment and working capital and other general corporate purposes of the Borrower and the Subsidiaries, provided that the proceeds of the Loans may not be used directly (whether by the Borrower or, in the event such proceeds are made available to any Subsidiary, by such Subsidiary) (i) to refinance amounts outstanding under finance any purchase or other acquisition by the Existing Credit Agreement; Borrower or any Subsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person permitted by Section 6.04(o) or 6.04(q) (it being understood that this clause (i) shall not restrict the creation of Subsidiaries or Joint Ventures or the provision of working capital support to such Subsidiaries or Joint Ventures), (ii) to pay the fees, expenses and other transaction costs make any prepayment of the Transactions contemplated hereby, Permitted Convertible Notes or any Subordinated Indebtedness made in reliance on Section 6.08(b)(v) or 6.08(b)(vi) or (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage make any Restricted Payment in other transactions permitted hereby, (v) to provide funding respect of Equity Interests in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) the Borrower. Letters of Credit will be issued only for general corporate purposes of the Borrower and its the Subsidiaries. No part Borrowing will be made or Letter of the Credit issued, and no proceeds of any Loan Borrowing will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, funding payments to any officer or employee of a Governmental Authority, Person controlled by a Governmental Authority, political party, official of a political party, candidate for political office or other Person acting in an official capacity, in each case in violation of any applicable Anti-Corruption Laws, Laws or (B) for the purpose of funding, financing or facilitating any activities, business or transaction the activities of or with any Sanctioned Person, or in any Sanctioned Country, Person if doing so is prohibited for a U.S. Person pursuant to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoSanctions.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under on and after the Existing Credit Agreement; (ii) to pay the fees, expenses Effective Date for working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the Subsidiaries and other transactions not prohibited by this Agreement, including Permitted Acquisitions; provided that no proceeds of any Loan Loans and no Letter of Credit will be used, whether directly used in connection with the purchase or indirectly, for any purpose that entails a violation acquisition of Equity Interests of any Person that was preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the regulations of the Board, including Regulations T, U and X. Borrower or any other Subsidiary. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of used by the Borrower and its the Subsidiaries relating to their respective lines of business. for general corporate purposes. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and and, to the knowledge of the Borrower, agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned CountryCountry (unless otherwise permissible under Sanctions), to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of all Loans (a) advanced prior to the Loans will be used only First Amendment Effective Date (i) as an extension and continuation of Indebtedness owing under this Agreement on the Effective Date and to pay fees and expenses related thereto, (ii) to finance working capital needs, (iii) to refinance amounts outstanding existing debt (including, without limitation, the remaining principal amount of the term loan and accrued and unpaid interest thereon owing under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs), (iv) to fund acquisitions permitted hereunder, together with related expenses, finance Permitted Acquisitions and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for other general corporate purposes of the Borrower and its Subsidiaries, in each case, not in contravention of any law or Loan Document, (b) advanced on the First Amendment Effective Date (i) to repay the outstanding Revolving Loans (without any reduction in the Revolving Commitment in connection therewith), (ii) to pay related transaction fees and expenses, and (iii) for other general corporate purposes of the Borrower and its Subsidiaries not in contravention of any law or Loan Document and (c) advanced on the Second Amendment Effective Date (i) to pay related transaction fees and expenses, and (ii) for other general corporate purposes of the Borrower and its Subsidiaries not in contravention of any law or Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of would violate any rule or regulation of the regulations Board of Governors of the BoardFederal Reserve System, including Regulations T, U and or X. All Letters of Credit will be issued only to support the working capital needs and used for general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of businesspurposes. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and the Borrower shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (C3) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only solely for the making of the Existing Debt Repayment and working capital and other general corporate purposes of the Borrower and the Subsidiaries, provided that the proceeds of the Loans may not be used directly (whether by the Borrower or, in the event such proceeds are made available to any Subsidiary, by such Subsidiary) (i) to refinance amounts outstanding under finance any purchase or other acquisition by the Existing Credit Agreement; Borrower or any Subsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person permitted by Section 6.04(o) or 6.04(q) (it being understood that this clause (i) shall not restrict the creation of Subsidiaries or Joint Ventures or the provision of working capital support to such Subsidiaries or Joint Ventures), (ii) to pay the fees, expenses and other transaction costs make any prepayment of the Transactions contemplated hereby, Permitted Convertible Notes or any Subordinated Indebtedness made in reliance on Section 6.08(b)(v) or 6.08(b)(vi) or (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage make any Restricted Payment in other transactions permitted hereby, (v) to provide funding respect of Equity Interests in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) the Borrower. Letters of Credit will be issued only for general corporate purposes of the Borrower and its the Subsidiaries. No part Borrowing will be made or Letter of the Credit issued, and no proceeds of any Loan Borrowing will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, funding payments to any officer or employee of a Governmental Authority, Person controlled by a Governmental Authority, political party, official of a political party, candidate for political office or other Person acting in an official capacity, in each case in violation of any applicable Anti-Corruption Laws, Laws or (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Countrycountry, region or territory that is itself subject or target of any Sanctions, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans will be used only (i) the Term B Loans released from the TLB Escrow Account on the Closing Date and of the Term A Loans and Revolving Credit Loans advanced on the Closing Date shall be applied by the Borrower to refinance amounts outstanding under (A) fund the Existing Credit Agreement; Special Dividend, (B) pay Transaction Costs and (C), to the extent of any remaining proceeds, pay for working capital and general corporate purposes of the Company and its Restricted Subsidiaries (including cash on the balance sheet and to fund any other transaction not prohibited hereby), and (ii) any Revolving Credit Loans advanced after the Closing Date shall be applied by the Company and any Foreign Borrowers for working capital and general corporate purposes of the Company and its Subsidiaries (including cash on the balance sheet and to pay the fees, expenses and fund any other transaction costs not prohibited hereby). Letters of Credit (including the Existing Letters of Credit) may be issued (i) on the Closing Date to replace or provide credit support for any letter of credit, bank guarantee and/or surety, customs, performance or similar bond of the Transactions contemplated hereby, (iii) Company and its Subsidiaries and/or to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder replace cash collateral posted by any of the foregoing Persons and (viiii) on and after the Closing Date, for general corporate purposes of the Borrower Company, the Foreign Borrowers and its Subsidiaries. No part the other Subsidiaries and any other purpose not prohibited by the terms of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Documents. (b) No Borrower will not request any Borrowing or Letter of CreditL/C Credit Extension, and the no Borrower shall not use, and each Borrower shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of any L/C Credit Extension (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated each in the United Statesviolation of applicable Sanctions, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (ia) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs repay existing Debt of the Transactions contemplated herebyBorrower, (iiib) to fund for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Consolidated Subsidiaries, (c) for payment of all amounts owing by the Borrower under this Agreement, (d) to fund any cash consideration payable by the Borrower or any of its Consolidated Subsidiaries in connection with a merger or acquisition which is not prohibited by Section 6.05 or Section 6.06 or (e) to fund Investments in Excluded Affiliates permitted by Section 6.06; provided that such uses are, at the time made, otherwise consistent with the terms of this Agreement and all applicable laws and no Default would result therefrom. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations purposes of the Borrower and its Subsidiaries relating to their respective lines of businessConsolidated Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Aa) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bb) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Cc) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (ia) to refinance amounts outstanding under the Existing Credit Agreement; Agreement on the First Amendment Effective Date, (iib) to pay the fees, expenses for Working Capital and other transaction costs general corporate requirements of the Transactions Borrowers and the Restricted Subsidiaries and payment of certain fees and expenses incurred in connection with the transactions contemplated hereby, (iiic) to finance any Permitted Acquisition and any other acquisition permitted hereunder, (d) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and to make any other Investments permitted hereunder and (viie) for general corporate purposes to refinance, redeem, repay or otherwise discharge in full any series of the Borrower and its SubsidiariesSenior Notes to the extent permitted hereunder. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower Borrowers will not request any Borrowing or Letter of Credit, and the Borrower Borrowers shall not usenot, and shall procure that its cause the Subsidiaries and its the Borrowers’ or their such Subsidiaries’ respective directors, officers, employees employees, Affiliates and agents shall not useto not, directly or, to the knowledge of the Borrowers or such Subsidiaries, indirectly, use the proceeds of any Borrowing or Letter of Credit Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to by any party heretoPerson.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans shall be used for working capital and other general corporate purposes; provided that, on the Closing Date, Revolving Loans shall be used solely for (i) working capital purposes (including to finance the Closing Date Refinancing) and (ii) for other corporate purposes in an aggregate principal amount not to exceed $50,000,000. (b) The proceeds of the Term Loans made on the Closing Date will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) FAPS Acquisition, the Closing Date Refinancing and to pay fees and expenses relating to the fees, expenses and other transaction costs of the Transactions contemplated hereby, Transactions. (iiic) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, to purchase or carry Margin Stock or for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents (in their respective capacities as such) shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by permitted for a corporation incorporated in the United StatesPerson required to comply with Sanctions, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower MK Holdings and its Subsidiaries. The Commercial Letters of Credit shall be used solely to finance purchases of goods by MK Holdings and its Subsidiaries, in the ordinary course of their business, and the Standby Letters of Credit shall be used solely for the purposes described in the definition of such term in Section 1.01. (b) The proceeds of the Term Loans (A) will be used solely, directly or indirectly, for the Certain Funds Purposes provided that, if any portion of a Term Loan would result in a payment being made to a holder of Target Shares in violation of any applicable Anti-Corruption Laws or applicable Sanctions, such portion shall be paid to the receiving agent to be held in accordance with its standard procedures pending authorization (if any) to make such payment to the relevant holder of Target Shares by the relevant authority or removal of such holder from being subject to such applicable Anti-Corruption Laws or applicable Sanctions and (B) shall be applied for the Certain Funds Purposes within 15 days of the making of each such Term Loan; provided that the portion of any Term Loan that is intended to be used as described in clause (b)(ii) of the definition of “Certain Funds Purposes” shall be applied as soon as reasonably practicable and shall be held in a segregated bank account of any Term Loan Borrower or Acquisition Co (if any) pending such application. (c) No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The such regulations. (d) No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and MK Holdings shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not useuse or otherwise make available, directly or indirectly, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans, Swingline Loans and Letters of Credit will be used only for working capital and other general corporate purposes (including Permitted Acquisitions) and for any other purposes not prohibited by this Agreement. The proceeds of the New Third A&R Term Loans, together with the proceeds of the Third A&R Equity Contribution, will be used by the Borrower on the Third A&R Effective Date (i) to refinance amounts outstanding under pay the Existing Credit Agreement; Third A&R Acquisition Distribution, (ii) to pay the fees, expenses repay all outstanding Revolving Loans and other transaction costs of the Transactions contemplated hereby, (iii) to fund pay the Third A&R Transaction Expenses and for working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiariespurposes. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. The proceeds of (i) the Initial Term Loans will be used only (i) to refinance amounts outstanding the term loans under the Existing Credit Agreement; Agreement in a cashless roll transaction, (ii) the Additional Term Loans will be used to repay a portion of the Borrower’s outstanding senior debt securities or other indebtedness and to pay the fees, related fees and expenses and other transaction costs of the Transactions contemplated hereby, (iii) the Loans (other than the Initial Term Loans and the Additional Term Loans used to fund repay a portion of the Borrower’s outstanding senior debt securities or other indebtedness) will be used only for, and the Letters of Credit will be issued only to support, working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, needs and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries, including any transaction not prohibited by any Loan Document (including repayment of existing Indebtedness); provided that the proceeds of the Revolving Loans may not be used to prepay the Term Loans. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Term Loans and the Revolving Loans made on the Second A&R Effective Date will be used only (i) by the Borrower to refinance amounts repay in full all revolving loans outstanding under the Existing Credit Agreement; (ii) Agreement as of immediately prior to the Second A&R Effective Date and to pay Transaction Costs. The proceeds of Revolving Loans (including any Swingline Loans) made after the fees, expenses Second A&R Effective Date will be used by the Borrower solely for working capital and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes (including Permitted Acquisitions) of the Borrower and its the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a used in violation of any of the regulations of the Board, including Regulations T, U and X. representation set forth in Section 3.10. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its the Subsidiaries relating to their respective lines incurred in the ordinary course of business. . (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or any Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Country or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will provided on the Funding Date shall be used only to (i) to refinance amounts outstanding existing Indebtedness of Manitowoc and is Subsidiaries (including, without limitation, Indebtedness under the Existing Credit Agreement; ) in an amount not to exceed 92 $50,000,000 and (ii) fund fees and expenses associated with the Separation and the refinancing of existing Indebtedness described in clause (i). The proceeds of any Revolving Loans provided after the Funding Date (including pursuant to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iiiSection 2.08(d)) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) will be used for general corporate purposes of the Borrower and its Restricted Subsidiaries, including to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay related fees and expenses. Letters of Credit will be issued only to support the ordinary course of business operations of the Borrower and its Restricted Subsidiaries. (b) The proceeds of the Term B Loans shall be used for general corporate purposes of the Borrower and its Restricted Subsidiaries and to finance a portion of the Funding Date Dividend. The proceeds of Incremental Term B Loans shall be used for general corporate purposes and as set forth in the applicable Incremental Term B Loan Amendment. (c) No part of the proceeds of any Loan will be used, whether directly or indirectly, to purchase or carry Margin Stock or for any purpose that entails a violation of any of the regulations Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates or in an European Union member state, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used only (i) to refinance amounts outstanding under finance the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Permitted Acquisitions, Investments permitted under Section 6.04, Restricted Payments permitted hereunder under Section 6.06 and (vii) for other general corporate purposes of the Borrower Company and its Subsidiaries. . (b) The proceeds of the Term Loans will be used only to pay the Offer Consideration and to pay costs and expenses incurred in connection with the Transactions. (c) No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. such regulations. (d) The Commercial Letters of Credit will shall be issued only used solely to support finance purchases of goods by the working capital needs and general corporate obligations of the Borrower Company and its Subsidiaries relating to in the ordinary course of their respective lines business, and the Standby Letters of business. The Credit shall be used solely for the purposes described in the definition of such term in Section 1.01. (e) No Borrower will not request any Borrowing or Letter of Credit, and the no Borrower shall not use, and the Company shall procure use reasonable best efforts to ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (Ai) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (Bii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Embargoed Country, to the extent such activities, businesses or transaction would be prohibited by in violation of Sanctions if conducted by a corporation incorporated in the United States, or (Ciii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.