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 for purposes permitted under Section 3.19. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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 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 Tranche B Term Loans borrowed on the Closing Date will be used by the Borrower on the Closing Date, solely (i) to pay all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement and (ii) to pay the Transaction Expenses. The proceeds of the Revolving Loans borrowed on or after the Closing Date and Letters of Credit will be used only for working capital and general corporate purposes permitted under Section 3.19(including Permitted Acquisitions) and for 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, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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 in a European Union member stateStates, 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 purposes permitted under Section 3.193.18(b). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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, 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 States or in a European Union member statePerson required to comply with Sanctions, 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 Swingline Loans will be used only solely for purposes permitted working capital and other general corporate purposes, including to prepay all loans under Section 3.19the Existing Credit Agreement outstanding on the Effective Date. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support for general corporate purposes of the Borrower and its the Subsidiaries. . (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 the 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 in a 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 proceeds of the Loans will be used only for purposes permitted under Section 3.19general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. 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 directly or, to the knowledge of the Borrower, indirectly, (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 the Borrower, any of its Subsidiaries or a corporation incorporated in the United States or in a the European Union member stateUnion, 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 Borrower will use the proceeds of all Loans (a) to finance working capital needs, (b) to refinance existing debt (including, without limitation, the Loans will be used only remaining principal amount of the loans and accrued and unpaid interest thereon owing under the Existing Credit Agreement), (c) to finance Permitted Acquisitions and (d) for other general corporate purposes permitted under Section 3.19of 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, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other 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 used for general corporate purposes of the Borrower and its Subsidiariespurposes. 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 or in a European Union member state, 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 Initial Term Loans, 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 permitted under Section 3.19(including Permitted Acquisitions) and the proceeds of Loans and other Credit Events made following the Closing Date will be used to finance the working capital needs, and 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, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the BoardFRB, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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 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 to finance the working capital needs, and for purposes permitted under Section 3.19general corporate purposes, of the Borrower and its Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations regulations of the Federal Reserve Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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 (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 States or in a European Union member statePerson 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 Loans will be used only for purposes permitted under Section 3.193.18(b). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. 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 U.S. 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 (a) Will use the proceeds of the Loans will be used only to refinance existing Indebtedness and for purposes permitted under Section 3.19other lawful corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations TG, U and X. All Letters of Credit will be issued only to support general corporate purposes transactions of the Borrower and its Subsidiaries. The Borrower will Subsidiaries in the ordinary course of business. (b) 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, Country to the extent such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated incorporated, domiciled or doing business in the United States 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 hereto.

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to finance the working capital needs, and for purposes permitted under Section 3.19general corporate purposes, of the Borrower and its Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations regulations of the Federal Reserve Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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 Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or 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 or Anti-Money Laundering 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 States or in a European Union member statePerson 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 for working capital and other general corporate purposes permitted under of the ORBCOMM Companies. The proceeds of any Incremental Facility will be used only as provided in Section 3.192.01(b)(iii) and in the Incremental Facility Amendment. No part of the proceeds of any Loan or Letters of Credit will be used, whether directly or indirectly, to buy purchase or carry, carry margin stock or to extend credit to others to buy for the purpose of purchasing or carry, any Margin Stock carrying margin stock or for any other purpose purpose, in each case that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes obligations of the Borrower and its Subsidiaries. ORBCOMM Companies. (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, 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, Country to the extent that such activities, businesses business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member stateStates, 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 Loans will be used only for purposes permitted under Section 3.19working capital and Permitted Acquisitions. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock finance an acquisition other than a Permitted Acquisition or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support for general corporate purposes of the Borrower and its Subsidiaries. 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 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 in a the European Union member stateUnion, 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 any Revolving Loans made on or after the Loans Third A&R Effective Date will be used only by the Borrower solely for working capital and other general corporate purposes permitted under Section 3.19of the Borrower and the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a used in violation of any of the Regulations of the Board, including Regulations T, U and X. All representation set forth in Section 3.10. Letters of Credit will be issued only to support general corporate purposes obligations of the Borrower and its Subsidiaries. the Subsidiaries incurred in the ordinary course of business. (a) 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 or in a European Union member state, 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 Tranche B-3 US$ Term Loans and the Tranche B-3 Euro Term Loans will be used only for the purposes permitted under Section 3.19specified in the Amendment and Restatement Agreement. The proceeds of the Revolving Loans after the Effective Date and of the Swingline Loans will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions) of the Borrower and the Restricted Subsidiaries and other transactions not prohibited by this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a used in violation of any of the Regulations of the Board, including Regulations T, U and X. All representation set forth in Section 3.10. Letters of Credit will be issued only to support used for general corporate purposes of the Borrower and its Subsidiaries. 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, to the knowledge of the Borrower and to the extent commercially reasonable, 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 CountryCountry unless otherwise permissible under Sanctions, (iii) to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (Civ) 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 Term Loan will be used only for (a) payment of fees and expenses payable in connection with the Transactions, (b) refinancing the outstanding obligations under the Prior Credit Agreement, (c) refinancing the outstanding obligations under the Short Term Facility and (d) working capital and other general corporate purposes permitted under Section 3.19of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations TG, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its 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 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 for, and Letters of Credit will be issued only for to support general corporate purposes permitted under Section 3.19of the Borrower or its affiliates (including, but not limited to property acquisitions, developments, payments of deposits and payment of fees and expenses in connection with the foregoing). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure assure 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 in a European Union member stateStates, 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 finance the Transaction Costs and for general corporate purposes permitted under Section 3.19of the Borrower and its Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes operations of the Borrower and its SubsidiariesSubsidiaries 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 (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 in a European Union member state, 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 proceeds of the Loans and the Letters of Credit will be used only for purposes permitted under Section 3.19. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The the Subsidiaries including Permitted Acquisitions, and 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 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.. 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. 1.12. Section 5.10 of the Credit Agreement is hereby amended and restated in its entirety and as so amended and restated shall read as follows:

Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only for general corporate purposes permitted of the Administrative Borrower and its Subsidiaries, including stock repurchases, acquisitions and the refinancing of other indebtedness (including any indebtedness and any other amounts outstanding under Section 3.19the Existing Credit Agreement). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The Borrower Borrowers will not request any Borrowing or Letter of Credit, and the Borrower Borrowers shall not use, and shall procure ensure that its their Subsidiaries and its their or their Subsidiaries’ 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 States or in a European Union member statePerson required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.. The foregoing clauses (B) and (C) of this

Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans and any Incremental Term Loans made pursuant to Section 2.09(d) will be used only for purposes general corporate purposes, including working capital, capital expenditures, permitted under Section 3.19acquisitions and other lawful corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations Regulation U or X of the Board, including Regulations T, U and X. All . Letters of Credit will be issued used only to support general corporate purposes obligations of the Borrower and its SubsidiariesSubsidiaries 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 or in a European Union member stateStates, 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 existing Indebtedness and (ii) for the general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business, including, without limitation, the repurchase or redemption of the Borrower’s Equity Interests and the funding of Permitted Acquisitions and other investments and Restricted Payments permitted under Section 3.19hereunder. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support the general corporate purposes of the Borrower and its SubsidiariesSubsidiaries 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 directly or indirectly (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 in a European Union member stateStates, 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 for refinancing certain Indebtedness in existence on the Effective Date, for working capital needs and for other general corporate purposes permitted under Section 3.19(including the Transactions) of the Loan Parties in the ordinary course of business. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The No Borrower will not request any Borrowing or Letter of Credit, 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 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, 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 States or in a European Union member statePerson required to comply with Sanctions, 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 for, and Letters of Credit will be issued only for to support general corporate purposes permitted under Section 3.19of the Borrower or its affiliates (including, but not limited to property acquisitions, developments, payments of deposits and payment of fees and expenses in connection with the foregoing). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure assure 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 in a European Union member stateStates, 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 Borrowers will use the proceeds of all Loans to repay existing Indebtedness, to pay fees and expenses in connection with the Loans will be used only negotiation and - 71 - 6597425.v16 0000-0000-0000 v2 execution of this Agreement and the other Loan Documents, to finance working capital needs and for other general corporate purposes of Borrowers and Subsidiaries (including the issuance of Letters of Credit) to the extent permitted under Section 3.19by this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other 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 X. or X or in any manner which would result in the representation in Sections 4.9 or 4.16 being incorrect. All Letters of Credit will be issued only to support used for general corporate purposes of the Borrower and its Subsidiariespurposes. The No Borrower will not request any Borrowing Loan or Letter of Credit, and the no Borrower shall not use, and shall procure that nor any of its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, will use the proceeds of any Borrowing Loan or Letter of Credit (Aa) in the 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, 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 in a European Union member state, Country or (Cc) in any manner that would result in the violation of any Anti-Terrorism Law or Sanctions applicable to any party hereto.