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

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and including any other purpose transaction or corporate action not prohibited by the terms this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall Credit will be used issued only for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries as specified above. (including for capital expendituresb) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), working capital (ii) to refinance the Tranche A Term Loans and Tranche B Term Loans under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or purchase price adjustmentsaccrued fees thereunder referred to in Section 5.01(f), transactions (iii) to pay related fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5iv) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries (Subsidiaries, including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes transaction or corporate action not prohibited by the terms this Agreement. (c) The proceeds of the Loan Documents)Delayed Draw Tranche A Term Loans will be used solely for the purposes of funding the Cox Acquisition and/or the Barrington Acquisition and to pay related costs and expenses. (d) Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of proceeds of any Loan. The Borrower will not use No part of the proceeds of the Loans: (i) any Loan will be used, whether directly or indirectly, for the any purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to entails a violation by of any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.Regulations of the Board, including Regulations U and X.

Use of Proceeds and Letters of Credit. i. The Borrower will use the proceeds of the Initial Term LoansRevolving Loans to (i) on the Effective Date, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay (A) fund the Effective Date Refinancing, a portion of the Merger Consideration Repayment and the Transaction Costs. On (B) finance certain commitment and/or upfront fees and (ii) on and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to (A) finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions adjustments and transaction fees and expenses (in each case, including in connection with the Mergerany Permitted Acquisitions)), and (B) finance any Permitted Acquisitions and any other Investments, Restricted Payments and any other purposes of the Borrower and their Subsidiaries not prohibited by the terms of this Agreement or any other Loan Document. ii. The Borrower shall use the Loan Documents); provided that any borrowing proceeds of Revolving the Swingline Loans on made after the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expendituresSubsidiaries, working capital and/or purchase price adjustments, transactions fees and expenses, any Permitted Acquisitions and any other Investments, Restricted Payments and any other purposes purpose not prohibited by the terms of this Agreement or any other Loan Document. iii. Letters of Credit may be issued (i) on the Loan Documents). The proceeds Effective Date, in the ordinary course of business to replace or provide credit support for the Existing Letters of Credit of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used Borrower and their Subsidiaries and (ii) on Amendment No. 5 and after the Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the Date, for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (Subsidiaries, including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, any Permitted Acquisitions and any other Investments, Restricted Payments and any other purposes not prohibited by the terms of the this Agreement or any other Loan Documents)Document. iv. The Borrower will not use the proceeds of the Loans: (i) any Other Revolving Loans for the purpose purposes set forth in Section 2.20(a) and will apply the proceeds of funding or financing (A) any activities Credit Agreement Refinancing Indebtedness among the Loans and any Incremental Facilities in accordance with the terms of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPAthis Agreement.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term LoansLoans will be used, together with directly or indirectly, by the Equity Contribution and cash on hand at Target and its SubsidiariesInitial Borrower (and, following completion of the Merger, the Company) to pay the Effective Date Refinancing, finance a portion of the Merger Consideration Transactions, as additional cash on the balance sheet of and for working capital or other general corporate purposes of the Transaction Costs. On Company and after the Effective Dateits Restricted Subsidiaries (including for capital expenditures, Acquisitions, Investments, working capital, earn-out payments, deferred purchase price payments and/or purchase price adjustments, the payment of transaction fees and expenses (in each case, including in connection with the Transactions), other Investments, Restricted Payments, refinancing of indebtedness and any other transactions or purposes not prohibited by the terms of the Loan Documents). (b) The proceeds of the Initial Revolving Loan Borrowing will be used on the Closing Date to the extent permitted in accordance with the definition of “Permitted Initial Revolving Borrowing”. (c) The proceeds of the Revolving Loans (other than the Initial Revolving Loan Borrowing) and Swingline Loans shall Letters of Credit will be used after the Closing Date to finance the working capital needs and other general corporate purposes of the Borrower Borrowers and its their respective Subsidiaries (including for capital expenditures, Acquisitions, Investments, working capital capital, earn-out payments, deferred purchase price payments and/or purchase price adjustments, transactions the payment of transaction fees and expenses (in each case, including in connection with the MergerTransactions), Permitted Acquisitions and other Investments, Restricted Payments Payments, refinancing of Indebtedness and any other transactions or purposes not prohibited by the terms of the Loan Documents); provided that any borrowing . (d) No part of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall Loan will be applied among the Loans and used, whether directly or indirectly, for any Incremental Facilities in accordance with the terms of this Agreement. The proceeds purpose that would violate any rule or regulation of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes Board of Governors of the Borrower and its Subsidiaries (Federal Reserve System, including for capital expendituresRegulation T, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding Regulation U or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.Regulation X.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance the only for Permitted Acquisitions and for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility AmendmentWireline Companies. The proceeds of any Other Term Loans and Other Revolving Loans shall Incremental Facility will be used for the purposes set forth only as provided in Section 2.24 2.01(i)(iii) and in the Incremental Facility Amendment. No part of the proceeds of any Loan or Letters of Credit Agreement Refinancing Indebtedness will be used, whether directly or indirectly, to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock or for any other purpose, in each case that entails a violation of any of the Regulations of the Board, including Regulations T, U and Incremental Refinancing Indebtedness shall X. Letters of Credit will be applied among issued only to support general corporate obligations of the Loans and any Incremental Facilities in accordance with the terms of this AgreementWireline Companies. The proceeds of the 2020 Incremental Tranche B-6 Term Loans made pursuant to Amendment No. 1 shall be used utilized (i) to finance the working capital needs extent constituting Other Term Loans, on the Tranche B-6 Refinancing and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expendituresIncremental Amendment Effective Date, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Existing Tranche B-6 Term Loans outstanding hereunder as of shall be utilized in full on the Tranche B 6 Incremental Amendment No. 5 Effective Date (immediately prior i) to giving effect refinanceand (ii) otherwise, (A) to Amendment No. 5) redeem all or a portion of the 2017 Notes and to pay related fees and expenses related thereto. The proceeds and (ii) in the event that not less than $450,000,000 aggregate principal amount of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance 2017 Notes have been refinanced after March 14, 2016 (the working capital needs and other “2017 Notes Repayment Requirement”)B) for general corporate purposes purposes, including without limitation, to refinance in full or in part any other series of outstanding notes of the Borrower or its Subsidiariessubsidiaries and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions to pay related fees and expenses; provided, Permitted Acquisitions and other Investmentshowever, Restricted Payments and any other purposes not prohibited by that the terms of the Loan Documents). The Borrower will not may use the proceeds of the Loans: Tranche B 6 Term Loans to temporarily repay outstanding Revolving Loans on the Tranche B 6 Incremental Amendment Effective Date so long as (iunless otherwise agreed by Tranche B 6 Lead Arranger in writing in its sole discretion) for at all times thereafter until the purpose of funding or financing (A) any activities of or business with any Person who is 2017 Notes Repayment Requirement has been met, the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting Borrower maintains unused Revolving Commitments in an official capacity, aggregate amount available to permit redemption or repurchase of 2017 Notes in order an amount sufficient to obtain, retain or direct business or obtain any improper advantage, in violation of meet the FCPA.2017 Notes Repayment Requirement..

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and including any other purpose transaction or corporate action not prohibited by the terms of the Loan Documents. The this Agreement (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall not be used to finance the working capital needs and other make Voluntary Discounted Prepayments under Section 2.21. Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (including for capital expendituresb) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), working capital (ii) to refinance the Tranche A Term Loans and Tranche B Term Loans under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or purchase price adjustmentsaccrued fees thereunder referred to in Section 5.01(f), transactions (iii) to pay related fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5iv) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries (Subsidiaries, including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes transaction or corporate action not prohibited by the terms of the Loan Documents). this Agreement. (c) The Borrower will not use the proceeds of the Loans: Delayed Draw Tranche A Term Loans will be used for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (d) The proceeds of the Incremental Tranche B-1 Term Loans will be used (i) for the purpose purposes of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or Xxxxxxxxxx Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any payments to any governmental official transaction or employeecorporate action not prohibited by this Agreement. (e) The New Incremental Tranche B-1 Term Loans will be used for (i) the repayment of certain Indebtedness, political partyincluding Revolving Loans under this Agreement, official (ii) the payment of a political party, candidate for political office, or anyone else acting fees and expenses in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation connection with the establishment of the FCPANew Incremental Tranche B-1 Term Loans and Incremental Loan Amendment No. 1 and (iii) general corporate purposes, including any transaction or corporate action not prohibited by this Agreement. (f) The proceeds of the Tranche A-1 Term Loans and Tranche A-2 Term Loans will be used for the general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021145 US-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.DOCS\115047431.4

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and including any other purpose transaction or corporate action not prohibited by the terms this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall Credit will be used issued only for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries as specified above. (including for capital expendituresb) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), working capital (ii) to refinance the Tranche A Term Loans and Tranche B Term Loans under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or purchase price adjustmentsaccrued fees thereunder referred to in Section 5.01(f), transactions (iii) to pay related fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5iv) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries (Subsidiaries, including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes transaction or corporate action not prohibited by the terms of the Loan Documents). this Agreement. (c) The Borrower will not use the proceeds of the Loans: Delayed Draw Tranche A Term Loans will be used for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries. (d) The proceeds of the Specified Incremental Loans will be used (i) for the purpose purposes of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person acquisitions (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwiseXxxxxxxxxx Acquisition) of Sanctions; or and paying fees and expenses related thereto and (ii) for any payments to any 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 general corporate purposes. (e) The proceeds of the FCPAXxxxxxxxxx Incremental Loans will be used (i) for the purposes of financing the Xxxxxxxxxx Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes.

Use of Proceeds and Letters of Credit. (a) The proceeds of (i) the Initial Term LoansB Loans (as defined in the Existing Credit Agreement) released from the TLB Escrow Account on the Closing Date and of the Term A-1 Loans and Revolving Credit Loans (as defined in the Existing Credit Agreement) advanced on the Closing Date shall be applied by the BorrowerCompany to (A) fund the Special Dividend, together with the Equity Contribution (B) pay Transaction Costs and cash on hand at Target and its Subsidiaries(C), to the extent of any remaining proceeds, pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the for working capital needs and other general corporate purposes of the Borrower 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 (other than any Revolving Credit Loans advanced on the First Amendment Effective 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 for capital expenditurescash on the balance sheet and to fund any other transaction not prohibited hereby). The proceeds of the Term B Loans, working capital and/or purchase price adjustmentsthe Term A-2 Loans and the Revolving Credit Loans, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans advanced on the First Amendment Effective Date shall only be used forapplied by the Company (i) to prepay Term B Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, (ii) pay the accrued interest, fees, any required prepayment premium and transaction expenses associated with the foregoing, and (iii) to the extent of any remaining proceeds, for general corporate purposes of the Company and its Subsidiaries and for any other purpose not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposesprohibited hereby. Letters of Credit (including the Existing Letters of Credit) may be issued (xi) on the Effective Closing Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters letter of credit outstanding immediately prior credit, bank guarantee and/or surety, customs, performance or similar bond of the Company and its Subsidiaries and/or to replace cash collateral posted by any of the Effective Date under the Existing Credit Facility, foregoing Persons and (yii) on and after the Effective Closing Date, for general corporate purposes of the Borrower Company, the Foreign Borrowers and its Subsidiaries, the other Subsidiaries and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of . (ib) No Borrower will request any Incremental Term Loans Borrowing or L/C Credit Extension, and no Borrower shall be used for working capital and/or general corporate purposesuse, Permitted Acquisitions and other Investmentseach Borrower shall procure that its Subsidiaries and its or their respective directors, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment officers, employees and (ii) any Replacement Revolving Loans agents shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and not use, the proceeds of any Borrowing or any L/C Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities Extension (i) in accordance with the terms furtherance of this Agreement. The proceeds an offer, payment, promise to pay, or authorization of the 2020 Incremental Term Loans made pursuant payment or giving of money, or anything else of value, to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes any Person in violation of the Borrower and its Subsidiaries any Anti-Corruption Laws, (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (iii) for the purpose of funding funding, financing or financing (A) facilitating any activities activities, business or transaction of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political officePerson, or anyone else acting in an official capacityany Sanctioned Country, in order to obtain, retain or direct business or obtain any improper advantage, each in violation of applicablecase, except to the FCPAextent permitted for a Person required to comply with Sanctions, or (iii) 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 (i) the Initial Term LoansLoans and Revolving Credit Loans advanced on the Closing Date shall be applied by the Borrower, together with the Equity Contribution and cash on hand at Target and its Subsidiariesany other sources of funds, to pay (A) redeem, satisfy and discharge or otherwise repay the Effective Date Refinancing, a portion of the Merger Consideration Existing 5.75% Senior Notes and the Existing 6.125% Senior Notes, (B) repay all outstanding loans under the Prior Credit Agreement, including all fees, breakage costs and cost reimbursements, (C) pay Transaction Costs. On Costs and after (D), to the Effective Dateextent of any remaining proceeds, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the pay for working capital needs and other general corporate purposes of the Borrower 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 the Foreign Borrowers for working capital and general corporate purposes of the Company and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees cash on the balance sheet and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and to fund any other purposes transaction not prohibited by the terms of the Loan Documentshereby); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit (including the Existing Letters of Credit) may be issued (xi) on the Effective Closing Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters letter of credit outstanding immediately prior credit, bank guarantee and/or surety, customs, performance or similar bond of the Company and its Subsidiaries and/or to replace cash collateral posted by any of the Effective Date under the Existing Credit Facility, foregoing Persons and (yii) on and after the Effective Closing Date, for general corporate purposes of the Borrower Company, the Foreign Borrowers and its Subsidiaries, the other Subsidiaries and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of . (ib) No Borrower will request any Incremental Term Loans Borrowing or L/C Credit Extension, and no Borrower shall be used for working capital and/or general corporate purposesuse, Permitted Acquisitions and other Investmentseach Borrower shall procure that its Subsidiaries and its or their respective directors, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment officers, employees and (ii) any Replacement Revolving Loans agents shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and not use, the proceeds of any Borrowing or any L/C Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities Extension (i) in accordance with the terms furtherance of this Agreement. The proceeds an offer, payment, promise to pay, or authorization of the 2020 Incremental Term Loans made pursuant payment or giving of money, or anything else of value, to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes any Person in violation of the Borrower and its Subsidiaries any Anti-Corruption Laws, (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (iii) for the purpose of funding funding, financing or financing (A) facilitating any activities activities, business or transaction of or business with any Person who is the target Sanctioned Person, or in any Sanctioned Country, each in violation of applicable Sanctions, or (iii) in or with any Sanctioned Country or (B) any other transaction manner that would constitute or give rise to a violation by any Person (including any Person participating result in the transaction, whether as underwriter, advisor, investor, lender or otherwise) violation of Sanctions; or (ii) for any payments Sanctions applicable to any 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 the FCPAparty hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and including any other purpose transaction or corporate action not prohibited by the terms of the Loan Documents. The this Agreement (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall not be used to finance the working capital needs and other make Voluntary Discounted Prepayments under Section 2.21. Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (including for capital expendituresb) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), working capital (ii) to refinance the Tranche A Term Loans and Tranche B Term Loans under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or purchase price adjustmentsaccrued fees thereunder referred to in Section 5.01(f), transactions (iii) to pay related fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5iv) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries (Subsidiaries, including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes transaction or corporate action not prohibited by the terms of the Loan Documents). this Agreement. (c) The Borrower will not use the proceeds of the Loans: Delayed Draw Tranche A Term Loans will be used for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (d) The proceeds of the Incremental Tranche B-1 Term Loans will be used (i) for the purpose purposes of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or Xxxxxxxxxx Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any payments to any governmental official transaction 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 the FCPAcorporate action not prohibited by this Agreement.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for including working capital and/or general corporate purposesrequirements, Permitted Acquisitions Capital Expenditures, and other Investmentsacquisitions and Investments to the extent permitted hereunder (in each case, Restricted Payments or such other purpose or purposes set forth in the compliance with all applicable Incremental Facility Amendment legal and (ii) any Replacement Revolving Loans shall regulatory requirements). Letters of Credit will be used issued only for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries as specified above. For avoidance of doubt, the Borrower may use the proceeds of Revolving Loans to prepay the Tranche B-1 Term Loans. (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). b) The proceeds of the 2021 Incremental Tranche A Term Loans made pursuant to Amendment No. 5 shall and Tranche B Term Loans will be used on Amendment No. 5 Effective Date to (i) refinance in full all a portion of the Initial existing Tranche B Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to the Second Amendment No. 5Effective Date, (ii) purchase, repurchase or redeem the outstanding Holding Company Convertible Debentures and to (iii) pay related fees and expenses related thereto. expenses. (c) The proceeds of the 2021-2 Incremental Tranche B-1 Term Loans made pursuant to Amendment No. 6 shall will be used solely to finance prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fourth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f). (d) The proceeds of (i) the General Incremental Loans will be used solely for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries Subsidiaries, (including ii) the Specified Incremental Loans will be used solely for capital expenditures, working capital and/or purchase price adjustments, transactions fees the purposes of funding TV/Radio Acquisitions and to pay related costs and expenses and (iii) the Additional Specified Incremental Loans will be used solely for the purposes of funding the Four Points Acquisition and the Freedom Acquisition and to pay related costs and expenses, Permitted Acquisitions and other Investments, Restricted Payments and . (e) Neither the Administrative Agent nor any other purposes not prohibited by Lender shall have any responsibility as to the terms use of the Loan Documents)any of proceeds of any Loan. The Borrower will not use No part of the proceeds of the Loans: (i) any Loan will be used, whether directly or indirectly, for the any purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to entails a violation by of any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.Regulations of the Board, including Regulations U and X.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Tranche A Term LoansLoans and Tranche B Term Loans will be used by the U.S. Borrower, together with (a) the net proceeds of the issuance of the Senior Subordinated Notes and the Senior Discount Notes and (b) the proceeds from the initial sale of Receivables under the Permitted Receivables Financing on the Closing Date, solely (i) to repay all amounts outstanding under the Existing Credit Agreements on the Closing Date, (ii) to repay in full the Existing Notes on the Closing Date and (iii) after such repayments, to make an intercompany loan to Parent to be used by Parent, together with the Equity Contribution and cash on hand at Target and its Subsidiariesproceeds of the Stock Purchase, solely (A) to pay the Effective Date Refinancing, a portion of Aggregate Redemption Price in accordance with the Merger Consideration Recapitalization Agreement and (B) to pay the Transaction Costs. On and after the Effective Date, the The proceeds of the Revolving Loans and Swingline Additional Revolving Loans shall will be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support Borrowers for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, including the use for Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) an aggregate amount not to exceed $25,000,000 at any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreementtime outstanding. The proceeds of the 2020 Incremental Delayed Draw Term Loans made pursuant to Amendment No. 1 shall will be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents)U.S. Borrower for Permitted Acquisitions. The proceeds of the 2021 Incremental Term Swingline Loans made pursuant to Amendment No. 5 shall will be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other only for general corporate purposes purposes. No part of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) any Loan will be used, whether directly or indirectly, for the any purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to entails a violation by of any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPARegulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only for general corporate purposes.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with Loans will be used solely (i) to repay amounts due or outstanding under the Equity Contribution Original Credit Agreement on the Restatement Effective Date and cash on hand at Target and its Subsidiaries(ii) to the extent of any amounts remaining thereafter, to pay fees and expenses incurred in connection with the Transactions and for other general corporate purposes. The proceeds of Revolving Loans made on the Restatement Effective Date Refinancing, a portion of will be used solely to repay revolving loans under the Merger Consideration and the Transaction CostsOriginal Credit Agreement. On and after the Effective Date, the The proceeds of the Revolving Loans and Swingline Loans shall made after the Restatement Effective Date will be used to finance solely for Permitted Acquisitions, Investments permitted by Section 6.05, the working capital needs payment of premiums, accrued interest, and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each caseconnection with any Permitted Refinancing Transaction or Permitted LC or Public Notes Financing Transaction allowed hereunder, including the payment of accrued interest, and reasonable fees and expenses in excess of fees and expenses previously disclosed to the Administrative Agent by the Borrower in connection with the Merger)repurchase of the 9.25% Notes allowed hereunder, Permitted Acquisitions and for general corporate purposes, including working capital. The proceeds of issuances of Indebtedness which are required or permitted by this Agreement to be applied to the refinancing or repayment of other InvestmentsIndebtedness may be used to temporarily prepay Revolving Loans pending such application and may be subsequently reborrowed as Revolving Loans (subject to satisfaction of applicable conditions) and applied to such refinancing or repayment, Restricted Payments and any other such reborrowing and application will be deemed a use of such original proceeds for purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposeshereof. Letters of Credit may will be issued (x) on used solely to support payment obligations of Allied Waste, the Effective Date Borrower and the Subsidiaries incurred in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters business. No part of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall Loan will be applied among the Loans and used, whether directly or indirectly, for any Incremental Facilities in accordance with the terms purpose that entails a violation of this Agreement. The proceeds Regulations U or X of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPABoard.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.146 US-DOCS\115047431.4127573765.6

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, Borrower will use the proceeds of the Revolving Loans to (i) on the Effective Date, (A) fund the Effective Date Refinancing and (B) finance certain commitment and/or upfront fees and (ii) after the Effective Date, (A) finance the working capital needs and other general corporate purposes of the Borrower and its subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments and transaction fees and expenses (in each case, including in connection with the Contribution and Exchange, any Permitted Acquisitions), and (B) to finance any Permitted Acquisitions and any other Investments, Restricted Payments and purposes of the Borrower and their subsidiaries not prohibited by the terms of this Agreement or any other Loan Document. (b) The Borrower shall use the proceeds of the Swingline Loans shall be used made after the Effective Date to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expendituressubsidiaries, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), any Permitted Acquisitions and any other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of this Agreement or any other Loan Document. (c) Letters of Credit may be issued (i) on the Effective Date, in the ordinary course of business to replace or provide credit support for the Existing Letters of Credit of the Borrower and their Subsidiaries and (ii) after the Effective Date, for working capital needs and other general corporate purposes of the Borrower and its subsidiaries, including any Permitted Acquisitions and any other Investments, Restricted Payments and other purposes of not prohibited by the terms of this Agreement or any other Loan Documents. Document. (d) The Borrower will use the proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposespurposes of the Borrower and its subsidiaries, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Additional/Replacement Revolving Loans shall be used for working capital and/or general corporate purposes of the Borrower and its subsidiaries or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. . (e) The Borrower will use the proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 2.21(a) and will apply the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, on the Effective Date to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit 176 #97964454v4 #97964454v11 Borrowing Purposes, to the extent that any Class A Revolving Loans remain outstanding on the Revolving Maturity Date applicable to the Class A Revolving Loans, the Borrower shall use the proceeds of the initial Borrowing of Class A-1 Revolving Loans to repay such Class A Revolving Loans. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date and until the date that is the third Business Day prior to the Class A Revolving Facility Termination Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness IndebtednessFacilities shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not not, and will procure that its Subsidiaries will not, use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments payments, gifts or the provision of anything of value to any governmental official or, employee or employeerepresentative, political party, official of a political party, candidate for political office, or anyone else acting in an official capacitycapacity for any such Person, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPAFCPAAnti-Corruption Laws.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for including working capital and/or general corporate purposesrequirements, Permitted Acquisitions Capital Expenditures, and other Investmentsacquisitions and Investments to the extent permitted hereunder (in each case, Restricted Payments or such other purpose or purposes set forth in the compliance with all applicable Incremental Facility Amendment legal and (ii) any Replacement Revolving Loans shall regulatory requirements). Letters of Credit will be used issued only for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries as specified above. For avoidance of doubt, the Borrower may use the proceeds of Revolving Loans to prepay the Tranche B-1 Term Loans. (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). b) The proceeds of the 2021 Incremental Tranche B Term Loans made pursuant to Amendment No. 5 shall will be used on Amendment No. 5 Effective Date solely to refinance in full all of the Initial prepay Term Loans under (and as defined in) the Existing Credit Agreement outstanding hereunder as of Amendment No. 5 immediately prior to the Fourth Restatement Effective Date (including interest thereon), to prepay Revolving Loans under (and as defined in) the Existing Credit Agreement outstanding immediately prior to giving effect to Amendment No. 5the Fourth Restatement Effective Date (including interest thereon) and to pay fees and expenses related theretorelating to the Fourth Restatement Effective Date Transactions. The proceeds of the 2021-2 Incremental Tranche B-1 Term Loans made pursuant to Amendment No. 6 shall will be used solely to finance prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fourth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f). (c) The proceeds of the Incremental Loans will be used solely for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries Subsidiaries. (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and d) Neither the Administrative Agent nor any other purposes not prohibited by Lender shall have any responsibility as to the terms use of the Loan Documents)any of proceeds of any Loan. The Borrower will not use No part of the proceeds of the Loans: (i) any Loan will be used, whether directly or indirectly, for the any purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to entails a violation by of any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.Regulations of the Board, including Regulations U and X.

Use of Proceeds and Letters of Credit. (i) The proceeds of the Initial Existing Term Loans, together with Loans made on the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Closing Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance fund the working capital needs Closing Date Cash Transfer, to pay fees and other expenses related to Transactions and the Spin-Off and for general corporate purposes of the Borrower and its Subsidiaries (including for capital expendituresthe consummation of any Acquisitions, working capital and/or purchase price adjustmentsInvestments and Capital Expenditures not prohibited by this Agreement), transactions (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 (in each case, including in connection with iii) the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms proceeds of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Loans made and the Letters of Credit issued hereunder on or after the ClosingFifth Amendment Effective Date may be issued (x) on used, together with the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used made after the Closing Date, for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expendituresthe consummation of any Acquisitions, working capital and/or purchase price adjustments, transactions fees Investments and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes Capital Expenditures not prohibited by the terms this Agreement), provided that up to $225,000,000 of the Loan Documents). The (it being understood that, without limiting the foregoing, the proceeds of the 2021 Incremental Term Revolving Credit Loans made pursuant on the Closing Date were permitted to Amendment No. 5 shall be used on Amendment No. 5 Effective the Closing Date to refinance in full all of fund the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Closing Date (immediately prior to giving effect to Amendment No. 5) Cash Transfer and to pay fees and expenses related thereto. The proceeds of to the 2021Transactions and the Spin-2 Incremental Term Loans made pursuant to OffFifth Amendment No. 6 Effective Date shall be used to finance refinance in full the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan DocumentsExisting Facilities). The Borrower will not use No part of the proceeds of the Loans: (i) any Loan will be used, whether directly or indirectly, for the any purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to entails a violation by any Person (including any Person participating in the transactionof Regulations T, whether as underwriter, advisor, investor, lender U or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.X.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance the only for Permitted Acquisitions and for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility AmendmentWireline Companies. The proceeds of any Other Term Loans and Other Revolving Loans shall Incremental Facility will be used for the purposes set forth only as provided in Section 2.24 2.01(i)(iii) and in the Incremental Facility Amendment. No part of the proceeds of any Loan or Letters of Credit Agreement Refinancing Indebtedness will be used, whether directly or indirectly, to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock or for any other purpose, in each case that entails a violation of any of the Regulations of the Board, including Regulations T, U and Incremental Refinancing Indebtedness shall X. Letters of Credit will be applied among issued only to support general corporate obligations of the Loans and any Incremental Facilities in accordance with the terms of this AgreementWireline Companies. The proceeds of the 2020 Incremental Tranche B-6 Term Loans made pursuant to Amendment No. 1 shall be used utilized in full on the Tranche B-6 Incremental Amendment Effective Date (i) to finance the working capital needs and other general corporate purposes refinance a portion of the Borrower 2017 Notes and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions to pay related fees and expenses, Permitted Acquisitions expenses and other Investments, Restricted Payments and any other purposes (ii) in the event that not prohibited by the terms less than $450,000,000 aggregate principal amount of the Loan Documents2017 Notes have been refinanced after March 14, 2016 (the “2017 Notes Repayment Requirement”). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date , to refinance in full all or in part any other series of outstanding notes of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) Borrower or its Subsidiaries and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses; provided, Permitted Acquisitions and other Investmentshowever, Restricted Payments and any other purposes not prohibited by that the terms of the Loan Documents). The Borrower will not may use the proceeds of the Loans: Tranche B-6 Term Loans to temporarily repay outstanding Revolving Loans on the Tranche B-6 Incremental Amendment Effective Date so long as (iunless otherwise agreed by Tranche B-6 Lead Arranger in writing in its sole discretion) for at all times thereafter until the purpose of funding or financing (A) any activities of or business with any Person who is 2017 Notes Repayment Requirement has been met, the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting Borrower maintains unused Revolving Commitments in an official capacity, aggregate amount available to permit redemption or repurchase of 2017 Notes in order an amount sufficient to obtain, retain or direct business or obtain any improper advantage, in violation of meet the FCPA2017 Notes Repayment Requirement.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance the only for Permitted Acquisitions and for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility AmendmentWireline Companies. The proceeds of any Other Term Loans and Other Revolving Loans shall Incremental Facility will be used for the purposes set forth only as provided in Section 2.24 2.01(i)(iii) and in the Incremental Facility Amendment. No part of the proceeds of any Loan or Letters of Credit Agreement Refinancing Indebtedness will be used, whether directly or indirectly, to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock or for any other purpose, in each case that entails a violation of any of the Regulations of the Board, including Regulations T, U and Incremental Refinancing Indebtedness shall X. Letters of Credit will be applied among issued only to support general corporate obligations of the Loans and any Incremental Facilities in accordance with the terms of this AgreementWireline Companies. The proceeds of the 2020 Incremental Tranche B-6 Term Loans made pursuant to on the Tranche B-6 Refinancing and Incremental Amendment No. 1 Effective Date shall be used utilized (i) to finance the working capital needs extent constituting Other Term Loans, on the Tranche B-6 Refinancing and other Incremental Amendment Effective Date, to refinance in full the Existing Tranche B-6 Term Loans and (ii) otherwise, (A) to redeem all or a portion of the 2017 Notes and to pay related fees and expenses and (B) for general corporate purposes purposes, including without limitation to refinance in full or in part any other series of outstanding notes of the Borrower or its subsidiaries and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions to pay related fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Tranche B-6 Term Loans made pursuant to on the Second Tranche B-6 Incremental Amendment No. 5 Effective Date shall be used utilized for general corporate purposes, including without limitation to repay outstanding Revolving Loans and to pay related fees and expenses. The proceeds of the Tranche B-7 Term Loans shall be utilized on the Tranche B-7 Refinancing Amendment No. 5 Effective Date to refinance in full all of the Initial Existing Tranche B-5 Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for including working capital and/or general corporate purposesrequirements, Permitted Acquisitions Capital Expenditures, and other Investmentsacquisitions and Investments to the extent permitted hereunder (in each case, Restricted Payments or such other purpose or purposes set forth in the compliance with all applicable Incremental Facility Amendment legal and (ii) any Replacement Revolving Loans shall regulatory requirements). Letters of Credit will be used issued only for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries as specified above. For avoidance of doubt, the Borrower may use the proceeds of Revolving Loans to prepay the Tranche B-1 Term Loans. (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). b) The proceeds of the 2021 Incremental Tranche A Term Loans made pursuant to Amendment No. 5 shall and Tranche B Term Loans will be used on Amendment No. 5 Effective Date to (i) refinance in full all a portion of the Initial existing Tranche B Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to the Second Amendment No. 5Effective Date, (ii) purchase, repurchase or redeem the outstanding Holding Company Convertible Debentures and to (iii) pay related fees and expenses related thereto. expenses. (c) The proceeds of the 2021-2 Incremental Tranche B-1 Term Loans made pursuant to Amendment No. 6 shall will be used solely to finance prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fourth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f). (d) The proceeds of (i) the General Incremental Loans will be used solely for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries and (including ii) the Specified Incremental Loans will be used solely for capital expenditures, working capital and/or purchase price adjustments, transactions fees the purposes of funding TV/Radio Acquisitions and to pay related costs and expenses, Permitted Acquisitions and other Investments, Restricted Payments and . (e) Neither the Administrative Agent nor any other purposes not prohibited by Lender shall have any responsibility as to the terms use of the Loan Documents)any of proceeds of any Loan. The Borrower will not use No part of the proceeds of the Loans: (i) any Loan will be used, whether directly or indirectly, for the any purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to entails a violation by of any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.Regulations of the Board, including Regulations U and X.

Use of Proceeds and Letters of Credit. The proceeds of -------------------------------------- the Initial Term Tranche B Loans, together with the Equity Contribution Net Cash Proceeds of the Subordinated Debt, will be used (a) to pay all amounts outstanding under the Existing Credit Agreements constituting obligations of the Borrower and cash on hand at Target any other existing Indebtedness of the Borrower and its Subsidiaries, to pay other than (i) Indebtedness in respect of the XxXxxxxx County industrial revenue bond and (ii) Indebtedness existing under the GE Capital Program Agreements, (b) for the payment of the Effective Date Refinancing, a portion Dividend and (c) to pay fees and expense allocated to the Borrower in connection with the Transactions. The proceeds of the Merger Consideration Effective Date Dividend, together with the proceeds of the Holdings Senior Discount Debentures, the Equity Financing and the Transaction CostsManagement Equity Contribution, will be used by Holdings for the payment of (a) the cash consideration to be paid in connection with the Merger, (b) all amounts outstanding under the Existing Credit Agreements and all the existing Indebtedness of Holdings and its Subsidiaries, other than amounts payable by the Borrower referred to in the preceding sentence, and (c) fees and expenses allocated to Holdings in connection with the Transactions. On and after The proceeds of the Effective Date, the Delayed Draw Loans will be used only for general corporate purposes. The proceeds of the Revolving Loans and Swingline Loans shall will be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes purposes. No part of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall Loan will be applied among the Loans and used, whether directly or indirectly, for any Incremental Facilities in accordance with the terms purpose that entails a violation of this Agreement. The proceeds any of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall Regulations of the Board, including Regulations G, U and X. Letters of Credit will be used to finance the working capital needs and other issued only for general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPApurposes.

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 Term LoansBorrower on the Closing Date, together with solely for (i) the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion payment of the Merger Consideration consideration for the Target Acquisition and (ii) for the payment of the Transaction CostsExpenses. On and The proceeds of Revolving Loans borrowed after the Effective 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 and (except as described above), Swingline Loans shall and Letters of Credit will be used to finance the only for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Tranche B-1 Term Loans made pursuant to borrowed on the Amendment No. 1 shall 3 Effective Date will be used to finance by the working capital needs and other general corporate purposes Borrower on the Amendment No. 3 Effective Date, solely for payment of a portion of the Borrower consideration in connection with the Amendment No. 3 Transactions and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms repayment of the Loan Documents)Non-Converted Tranche B Term Loans. The proceeds of the 2021 Incremental Tranche B-1 Term Loans made pursuant to Amendment No. 5 shall be used borrowed on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall Effective Date, together with other available funds, will be used to finance by the working capital needs and other general corporate purposes Borrower on the Amendment No. 6 Effective Date, solely for the repayment of all of the Borrower Second Lien Term Loans outstanding on the Amendment No. 6 Effective Date and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions the payment of fees and expenses, Permitted Acquisitions expenses in connection with Amendment No. 6 and other Investments, Restricted Payments and any other purposes not prohibited by the terms such repayment. No part of the proceeds of any Loan Documents). and no Letter 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 Regulations T, U and X. The Borrower will not use 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 Loans: payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (iB) for the purpose of funding funding, financing or financing (A) facilitating any activities activities, business or transaction of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country 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 (BC) in any other transaction manner that would constitute or give rise to a violation by any Person (including any Person participating result in the transaction, whether as underwriter, advisor, investor, lender or otherwise) violation of Sanctions; or (ii) for any payments Sanctions applicable to any 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 the FCPAparty hereto.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall will be used to finance for the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and including any other purpose transaction or corporate action not prohibited by the terms of the Loan Documents. The this Agreement (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall not be used to finance the working capital needs and other make Voluntary Discounted Prepayments under Section 2.21. Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (including for capital expendituresb) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), working capital (ii) to refinance the Tranche A Term Loans and Tranche B Term Loans under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Restatement Effective Date and/or purchase price adjustmentsaccrued fees thereunder referred to in Section 5.01(f), transactions (iii) to pay related fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5iv) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the for working capital needs and other or general corporate purposes of the Borrower and its Subsidiaries (Subsidiaries, including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes transaction or corporate action not prohibited by the terms of the Loan Documents). this Agreement. (c) The Borrower will not use the proceeds of the Loans: Delayed Draw Tranche A Term Loans will be used for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (d) The proceeds of the Incremental Tranche B-1 Term Loans will be used (i) for the purpose purposes of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or Xxxxxxxxxx Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any payments transaction or corporate action not prohibited by this Agreement. (e) Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any governmental official of proceeds of any Loan. No part of the proceeds of any Loan will be used, whether directly or employeeindirectly, political party, official of for any purpose that entails 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 of the FCPA.Regulations of the Board, including Regulations U and X.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Restatement Term LoansLoans and the Revolving Loans made on the Restatement Effective Date, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion proceeds of the Merger Consideration Equity Offerings, the March 2003 Securitization and the Transaction CostsSenior Note Offering, will be used only for the payment of (a) fees and expenses payable in connection with the Transactions and (b) the repayment of amounts outstanding and other obligations under this Agreement. On and after the Effective Date, the The proceeds of the Revolving Loans and Swingline Loans shall made after the Restatement Effective Date will be used only for Optional Repurchases of the 7.88% Notes, Permitted Acquisitions, Investments permitted by Section 6.05, the payment of premiums, accrued interest, and fees and expenses in connection with any Permitted Refinancing Transaction or Permitted Public Notes Refinancing Transaction allowed hereunder or any Optional Repurchase of Refinanceable Indebtedness with the proceeds of Original Tranche C Term Loans or of Tranche D Term Loans permitted hereby, and for general corporate purposes, including working capital. The proceeds of the Original Tranche C Term Loans and of Tranche D Term Loans will be used solely to effect Optional Repurchases of Refinanceable Indebtedness or to prepay Term Loans as required by Section 2.11(f). The proceeds of Original Tranche C Term Loans or Tranche D Term Loans or of other issuances of Indebtedness which are required or permitted by this Agreement to be applied to the refinancing or repayment of other Indebtedness may be used to finance the working capital needs temporarily prepay Revolving Loans pending such application and other general corporate purposes may be subsequently reborrowed as Revolving Loans (subject to satisfaction of the Borrower applicable conditions) and its Subsidiaries (including for capital expendituresapplied to such refinancing or repayment, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other such reborrowing and application will be deemed a use of such original proceeds for purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposeshereof. Letters of Credit may will be issued (x) on the Effective Date used solely to support payment obligations incurred in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters business. No part of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall Loan will be applied among the Loans and used, whether directly or indirectly, for any Incremental Facilities in accordance with the terms purpose that entails a violation of this Agreement. The proceeds Regulations U or X of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPABoard.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Acquisition Loans and Swingline Loans shall will be used for the purposes of refinancing loans made under the Initial Credit Agreement to finance the working capital needs acquisition of TheraTx, financing other acquisitions, refinancing outstanding Debt in connection with such other acquisitions and/or refinancing Debt incurred for any of the foregoing purposes and for other general corporate purposes of the Borrower Vencor and its Subsidiaries (including for capital expenditures, excluding their working capital and/or purchase price adjustments, transactions fees requirements). (b) The proceeds of the General Purpose Loans will be used for the general corporate purposes of Vencor and expenses (in each caseits Subsidiaries, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments (without limitation) their working capital requirements and any other purposes not prohibited by the terms purpose for which Acquisition Loans may be used. (c) The proceeds of the Loan Documents); provided that any borrowing of Revolving Project Loans on the Effective Date shall only will be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. to finance capital expansion projects or to refinance Debt that was incurred to finance capital expansion projects. (d) The Existing Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facilitywere used, and (y) after the Effective DateAdditional Letters of Credit will be used, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and including (iiwithout limitation) any Replacement Revolving Loans shall be used providing credit support for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. IRB Debt. (e) The proceeds of the 2020 Incremental Term Margin Stock Loans will be used (i) to refinance loans made under the Initial Credit Agreement to enable Vencor or Merger Sub (A) to purchase or carry TheraTx Shares purchased by Merger Sub pursuant to Amendment No. 1 shall be used the Tender Offer and (B) to finance pay cash to the working capital needs and other general corporate purposes holders of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes TheraTx Shares that were not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made purchased pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date the Tender Offer or (ii) to refinance in full all loans incurred for the foregoing purposes. (f) None of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for Loans or the purpose Letters of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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, Credit will be used in violation of any applicable law or regulation and, without limiting the FCPAgenerality of the foregoing, no use of any such proceeds or Letters of Credit for general corporate purposes will include any use thereof, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock except the TheraTx Shares.

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, on the Effective Date to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes, to the extent that any Class A Revolving Loans remain outstanding on the Revolving Maturity Date applicable to the Class A Revolving Loans, the Borrower shall use the proceeds of the initial Borrowing of Class A-1 Revolving Loans to repay such Class A Revolving Loans. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date and until the date that is the third Business Day prior to the Class A Revolving Facility Termination Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness IndebtednessFacilities shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.of

Use of Proceeds and Letters of Credit. The proceeds of the Initial Term Loans, together with the Equity Contribution and cash on hand at Target and its Subsidiaries, to pay the Effective Date Refinancing, a portion of the Merger Consideration and the Transaction Costs. On and after the Effective Date, the proceeds of the Revolving Loans and Swingline Loans shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses (in each case, including in connection with the Merger), Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents); provided that any borrowing of Revolving Loans on the Effective Date shall only be used for, and not exceed the amounts permitted by, the Permitted Initial Revolving Credit Borrowing Purposes. Letters of Credit may be issued (x) on the Effective Date in the ordinary course of business and to backstop, replace or otherwise provide credit support for any letters of credit outstanding immediately prior to the Effective Date under the Existing Credit Facility, and (y) after the Effective Date, for general corporate purposes of the Borrower and its Subsidiaries, and any other purpose not prohibited by the terms of the Loan Documents. The proceeds of (i) any Incremental Term Loans shall be used for working capital and/or general corporate purposes, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the applicable Incremental Facility Amendment and (ii) any Replacement Revolving Loans shall be used for working capital and/or general corporate purposes or such other purpose or purposes set forth in the applicable Incremental Facility Amendment. The proceeds of any Other Term Loans and Other Revolving Loans shall be used for the purposes set forth in Section 2.24 and the proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement. The proceeds of the 2020 Incremental Term Loans made pursuant to Amendment No. 1 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The proceeds of the 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date to refinance in full all of the Initial Term Loans outstanding hereunder as of Amendment No. 5 Effective Date (immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the 2021-2 Incremental Term Loans made pursuant to Amendment No. 6 shall be used to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries (including for capital expenditures, working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any other purposes not prohibited by the terms of the Loan Documents). The Borrower will not use the proceeds of the Loans: (i) for the purpose of funding or financing (A) any activities of or business with any Person who is the target of applicable Sanctions, or in or with any Sanctioned Country or (B) any other transaction that would constitute or give rise to a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or otherwise) of Sanctions; or (ii) for any payments to any 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 the FCPA.of