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

Use of Proceeds; Letters of Credit. (a) The Borrower will use the proceeds of the Loans only (i) on the Effective Date, to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter for the general working capital and other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. (b) The Borrower will not request any Loan or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit, directly or to Borrower’s knowledge indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) The Borrower will use proceeds of the Term Loans, together with the proceeds of the Loans only Senior Subordinated Notes and cash on hand, will be used solely for (i) on the payment of fees and expenses payable in connection with the Transactions, (ii) the Effective Date Repayment and the Post-Effective Date Repayment and (iii) general corporate purposes. On the Effective Date, to refinance existing Indebtedness the proceeds of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter Revolving Loans will be used for the general working capital and other general corporate purposes of the Borrower and its Subsidiaries, Restricted Group (including without limitation, to finance acquisitions otherwise not prohibited payments under this Agreement) in an amount not to exceed €45,000,000. Thereafter, to finance the proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working capital expenditures and other general corporate purposes, including acquisitions permitted by this Agreement, of Holdings, the Borrowers and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this AgreementRestricted Subsidiaries. The Borrower shall only use Letters of Credit will be used by Payor, the Borrowers and the Payor Group Restricted Subsidiaries for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) The Borrower Borrowers will not request any Loan Borrowing or Letter of Credit, and each of Payor and the Borrower Borrowers shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, and employees and agents shall not use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by Payor, the Borrowers or Anti-Money Laundering Laws, any of their respective Subsidiaries; (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a person required to comply with Sanctions, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto. This Section 2.12(b) is subject to Section 8.07 of the Current Credit Agreement.

Use of Proceeds; Letters of Credit. (a) The Borrower will use the proceeds of the Loans only Tranche A Term Loans, together with cash on hand, will be used (i) for the payment of fees and expenses payable in connection with the Transactions, (ii) for the payment of the Funding Date Distribution and (iii) with respect to any cash remaining on the Effective Date, to refinance existing Indebtedness balance sheet of the Borrower and its Subsidiaries and after giving effect to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter the Transactions, for the general working capital and other general corporate purposes (including acquisitions permitted by this Agreement). The proceeds of the Revolving Loans and the Swingline Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment), will be used for working capital and other general corporate purposes (including acquisitions permitted by this Agreement) of Holdings, the Borrower and its the Restricted Subsidiaries, including without limitation, to finance acquisitions otherwise . The proceeds of the Revolving Loans and the Swingline Loans may also be used for other transactions not prohibited under by this Agreement. No part of the proceeds of any Loan will be used in violation of the representation set forth in Section 3.10. Letters of Credit will be used by Holdings, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its the Restricted Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) The Borrower will not request any Loan Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan Borrowing or any Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) in any manner that would result in the violation of any Sanctions applicable to any party hereto, for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, Country or (iii) otherwise in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) The Borrower will use proceeds of the Term Loans, together with the proceeds of the Loans only Senior Subordinated Notes and cash on hand, will be used solely for (i) on the payment of fees and expenses payable in connection with the Transactions, (ii) the Effective Date Repayment and the Post-Effective Date Repayment and (iii) general corporate purposes. On the Effective Date, to refinance existing Indebtedness the proceeds of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter Revolving Loans will be used for the general working capital and other general corporate purposes of the Borrower Restricted Group (including payments under the Indemnity Agreement) in an amount not to exceed €45,000,000. Thereafter, the proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working capital and its Subsidiariesother general corporate purposes, including without limitation, to finance acquisitions otherwise not prohibited under permitted by this Agreement, to finance capital expenditures of Holdings, the Borrowers and the repayment of Indebtedness Restricted Subsidiaries. No part of the Borrower and its Subsidiaries and for short-term bridge advances and proceeds of any Loan will be used in violation of the payment of fees and expenses related to this Agreementrepresentation set forth in Section 3.10. The Borrower shall only use Letters of Credit will be used by Holdings, the Borrowers and the Restricted Subsidiaries for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) The Borrower Borrowers will not request any Loan Borrowing or Letter of Credit, and each of Holdings and the Borrower Borrowers shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, and employees and agents shall not use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by Holdings, the Borrowers or Anti-Money Laundering Laws, any of their respective Subsidiaries; (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a person required to comply with Sanctions, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto. This Section 5.11(b) is subject to Section 1.12.

Use of Proceeds; Letters of Credit. (a) The Borrower will use proceeds of the Term Loans, together with the proceeds of the Loans only Senior Notes and cash on hand, will be used solely (i) on and after the Effective Date, to refinance existing Indebtedness for the payment of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings payable in connection with the Transactions and (ii) thereafter on and after the Senior Notes Effective Date, for (x) the Effective Date Distribution and (y) general corporate purposes. The proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working capital and other general corporate purposes purposes, including acquisitions and other Investments and Restricted Payments permitted by this Agreement, of the Borrower and its Subsidiaries, including without limitation, the Restricted Subsidiaries (but in any event shall not be used to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and fund any portion of the repayment Effective Date Distribution). No part of Indebtedness the proceeds of any Loan will be used in violation of the representation set forth in Section 3.10. Letters of Credit will be used by the Borrower and its the Restricted Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) The Borrower will not request any Loan Borrowing or any Letter of Credit, and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, officers and employees and agents shall not use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by the Borrower or Anti-Money Laundering Laws, any of its Subsidiaries or (iiB) for (i) the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iiiii) in any other manner that , in each case if such would result in the violation of any Sanctions applicable to any party heretohereto in connection with the transactions contemplated by this Agreement.

Use of Proceeds; Letters of Credit. (a) The Borrower will use No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, permit the proceeds of the Loans only (i) on the Effective Date, to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter for the general working capital and other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use any Advance or Letters of Credit to be used for any purpose other than those permitted by Section 5.09. No Loan Party shall engage in the business of extending credit for the same purposes for which it may use the proceeds purpose of Loans“purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U). The Borrower No Loan Party nor any Person acting on behalf of a Loan Party has taken or shall nottake, and shall not nor permit any other of the Subsidiaries to take any action which might cause any of the Loan Party Documents to violate Regulation T, U or X or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X regulation of the Board of Governors of the Federal Reserve System) System or to extend credit violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of any Advance or Letters of Credit to others for purchase or carry any margin stock in violation of Regulation T, U or X. Holdings shall not permit more than 25% of the purpose consolidated assets of purchasing or carrying any such Holdings and its Subsidiaries to consist of “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U). (b) The Borrower will shall not request any Loan or Letter of CreditCredit Extension, and the Borrower Holdings shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Loan or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) The Borrower will use not permit the proceeds of the Loans only (i) on the Effective Date, any Advance or Letters of Credit to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter be used for the general working capital and any purpose other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreementthan those permitted by Section 5.09. The Borrower shall only use Letters will not engage in the business of Credit extending credit for the same purposes for which it may use the proceeds purpose of Loans. The Borrower shall not, and shall not permit any other Loan Party purchasing or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any carrying margin stock (within the meaning of Regulation U). Neither the Borrower nor any Person acting on behalf of the Borrower has taken or shall take, nor permit any of the Borrower’s Subsidiaries to take any action which might cause any of the Loan Documents to violate Regulation T, U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System) System or to extend credit violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including the use of the proceeds of any Advance or Letters of Credit to others for the purpose purchase or carry any margin stock in violation of purchasing Regulation T, U or carrying any such margin stock. (b) X. The Borrower will not request any Loan Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any Subsidiary which would require the Borrower or any Subsidiary to deliver their respective Hydrocarbons produced on a monthly basis from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefore, if such gas imbalances, take-or-pay or other prepayments could reasonably be expected to cause a Material Adverse Change.

Use of Proceeds; Letters of Credit. (a) The Borrower will use not permit the proceeds of the Loans only (i) on the Effective Date, any Advance or Letters of Credit to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter be used for the general working capital and any purpose other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreementthan those permitted by Section 5.09. The Borrower shall only use Letters will not engage in the business of Credit extending credit for the same purposes for which it may use the proceeds purpose of Loans. The Borrower shall not, and shall not permit any other Loan Party purchasing or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any carrying margin stock (within the meaning of Regulation U). Neither the Borrower nor any Person acting on behalf of the Borrower shall take, nor permit any of the Borrower’s Restricted Subsidiaries to take any action which might cause any of the Loan Documents to violate Regulation T, U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System) System or to extend credit violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of any Advance or Letters of Credit to others for purchase or carry any margin stock in violation of Regulation T, U or X. The Borrower shall not permit more than 25% of the purpose consolidated assets of purchasing or carrying any such the Borrower and its Restricted Subsidiaries to consist of “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U). (b) The Borrower will shall not request any Loan or Letter of CreditCredit Extension, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Loan or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) (a) The Borrower proceeds of the Initial Term Loans, together with cash on hand, will use be used solely for (i) the payment of fees and expenses payable in connection with the Transactions and (ii) to consummate the Amendment and Restatement Date Refinancing and the Senior Notes Redemption and for other general corporate purposes. On and after the Amendment and Restatement Effective Date, the proceeds of the Loans only Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (iunless otherwise provided in the applicable Incremental Facility Amendment) on the Effective Date, to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter will be used for the general working capital and other general corporate purposes purposes, including acquisitions permitted by this Agreement, of Holdings, the Borrower and its the Restricted Subsidiaries. No part of the proceeds of any Loan will be used in violation of the representation set forth in Section 3.10. Letters of Credit will be used by Holdings, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its the Restricted Subsidiaries and for short-term bridge advances and general corporate purposes. The proceeds of the payment of fees First Amendment Term Loans made on the First Amendment Effective Date, together with cash on hand, will be used solely (i) to finance the First Alert Acquisition, (ii) pay fees, costs and expenses related to incurred in connection with the First Alert Acquisition and this Agreement. The Borrower shall only use Letters of Credit Amendment and (iii) for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, working capital and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) (b) The Borrower will not request any Loan Borrowing or any Letter of Credit, and each of Holdings and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, officers and employees and agents shall not directly or indirectly use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by Holdings, the Borrower or Anti-Money Laundering Lawsany of their respective Subsidiaries, (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) The Borrower will use NoNeither Holdings nor any Loan Party shall, nor shall any Loan Partyit permit any of its Subsidiaries to, permit the proceeds of the Loans only (i) on the Effective Date, to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter for the general working capital and other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use any Advance or Letters of Credit to be used for any purpose other than those permitted by Section 5.09. NoNeither Holdings nor any Loan Party shall, nor shall it permit any of its Subsidiaries to, engage in the business of extending credit for the same purposes for which it may use the proceeds purpose of Loans“purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U). The Borrower NoNeither Holdings nor any Loan Party nor any Person acting on behalf of aHoldings or any Loan Party has taken or shall nottake, and shall not nor permit any other of the Subsidiaries to take any action which might cause any of the Loan Party Documents to violate Regulation T, U or X or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X regulation of the Board of Governors of the Federal Reserve System) System or to extend credit violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of any Advance or Letters of Credit to others for purchase or carry any margin stock in violation of Regulation T, U or X. Holdings shall not permit more than 25% of the purpose consolidated assets of purchasing or carrying any such Holdings and its Subsidiaries to consist of “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U). (b) The Borrower will shall not request any Loan or Letter of CreditCredit Extension, and the Borrower Holdings shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Loan or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) The Borrower will use proceeds of the Term Loans, together with the proceeds of the Loans only Senior Notes and cash on hand, will be used solely for (i) on the payment of fees and expenses payable in connection with the Transactions, (ii) the Effective Date Repayment and the Post-Effective Date Repayment and (iii) general corporate purposes. On the Effective Date, to refinance existing Indebtedness the proceeds of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter Revolving Loans will be used for the general working capital and other general corporate purposes of the Borrower Restricted Group (including payments under the Indemnity Agreement) in an amount not to exceed $30,000,000. Thereafter, the proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working capital and its Subsidiariesother general corporate purposes, including without limitation, to finance acquisitions otherwise not prohibited under permitted by this Agreement, to finance capital expenditures and the repayment of Indebtedness of Holdings, the Borrower and its Subsidiaries and for short-term bridge advances and the payment Restricted Subsidiaries. No part of fees and expenses related to this Agreementthe proceeds of any Loan will be used in violation of the representation set forth in Section 3.10. The Borrower shall only use Letters of Credit will be used by Holdings, the Borrower and the Restricted Subsidiaries for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) The Borrower will not request any Loan Borrowing or any Letter of Credit, and each of Holdings and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, officers and employees and agents shall not use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by Holdings, the Borrower or Anti-Money Laundering Lawsany of their respective Subsidiaries, (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Use of Proceeds; Letters of Credit. (a) The Borrower will use No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, permit the proceeds of the Loans only (i) on the Effective Date, to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter for the general working capital and other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use any Advance or Letters of Credit to be used for #5138767 any purpose other than those permitted by Section 5.09. Each Loan Party will not engage in the business of extending credit for the same purposes for which it may use the proceeds purpose of Loans. The Borrower shall not, and shall not permit any other Loan Party purchasing or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any carrying margin stock (within the meaning of Regulation U). No Loan Party nor any Person acting on behalf of a Loan Party has taken or shall take, nor permit any of the Subsidiaries to take any action which might cause any of the Loan Documents to violate Regulation T, U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System) System or to extend credit violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of any Advance or Letters of Credit to others for the purpose purchase or carry any margin stock in violation of purchasing Regulation T, U or carrying any such margin stock.X. (b) The Borrower will shall not request any Loan Advance or Letter of Credit, and the Borrower shall not use, use and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan Advance or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (v) Section 6.17 (Leverage Ratio) of the Credit Agreement is hereby replaced in its entirety with the following:

Use of Proceeds; Letters of Credit. (a) The Borrower will use the proceeds of the Loans only (i) on the Effective Date, to refinance existing Indebtedness of (x) repay in full all outstanding obligations under the Borrower Existing Term Loan Agreement and its Subsidiaries and (y) to pay fees and expenses relating to this Agreement and such refinancings repayment, (ii) after the Effective Date but on or prior to December 31, 2022, to repay the 2023 Mortgage Debt and (iiiii) thereafter for the general working capital and other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. (b) The Borrower will not request any Loan or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit, directly or to Borrower’s knowledge indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.or

Use of Proceeds; Letters of Credit. (a) The Borrower will use the proceeds of the Loans only Term Loans, together with cash on hand, will be used solely (i) on and after the Effective Closing Date, to refinance existing Indebtedness for (x) the payment of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings payable in connection with the Transactions, (y) the Closing Date Distribution and (iiz) thereafter general corporate purposes. The proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for the general working capital and other general corporate purposes purposes, including acquisitions and other Investments and Restricted Payments permitted by this Agreement, of the Borrower and its Subsidiaries, including without limitation, the Restricted Subsidiaries (but in any event shall not be used to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and fund any portion of the repayment Closing Date Distribution). No part of Indebtedness the proceeds of any Loan will be used in violation of the representation set forth in Section 3.10. Letters of Credit will be used by the Borrower and its the Restricted Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreement. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stockgeneral corporate purposes. (b) The Borrower will not request any Loan Borrowing or any Letter of Credit, and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, officers and employees and agents shall not use, the proceeds of any Loan Borrowing or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit (iA) in furtherance of an offer, payment, promise to pay, pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws by the Borrower or Anti-Money Laundering Laws, any of its Subsidiaries or (iiB) for (i) the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iiiii) in any manner that other manner, in each case which would result in the violation of any Sanctions applicable to any party heretohereto in connection with the transactions contemplated by this Agreement.

Use of Proceeds; Letters of Credit. (a) The Borrower will use not permit the proceeds of the Loans only (i) on the Effective Date, any Advance or Letters of Credit to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses relating to this Agreement and such refinancings and (ii) thereafter be used for the general working capital and any purpose other general corporate purposes of the Borrower and its Subsidiaries, including without limitation, to finance acquisitions otherwise not prohibited under this Agreement, to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries and for short-term bridge advances and the payment of fees and expenses related to this Agreementthan those permitted by Section 5.09. The Borrower shall only use Letters will not engage in the business of Credit extending credit for the same purposes for which it may use the proceeds purpose of Loans. The Borrower shall not, and shall not permit any other Loan Party purchasing or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any carrying margin stock (within the meaning of Regulation U). Neither the Borrower nor any Person acting on behalf of the Borrower shall take, nor permit any of the Borrower's Restricted Subsidiaries to take any action which might cause any of the Loan Documents to violate Regulation T, U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System) System or to extend credit violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without 84 limitation, the use of the proceeds of any Advance or Letters of Credit to others for purchase or carry any margin stock in violation of Regulation T, U or X. Borrower shall not permit more than 25% of the purpose consolidated assets of purchasing or carrying any such the Borrower and its Restricted Subsidiaries to consist of "margin stock" (as each such term is defined or used, directly or indirectly, in Regulation U). (b) The Borrower will shall not request any Loan or Letter of CreditCredit Extension, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Loan or Letter of Credit, directly or to Borrower’s knowledge indirectly, Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.