Common use of Use of Proceeds; Margin Regulations; Sanctions Clause in Contracts

Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees and expenses incurred in connection therewith, (b) repay the obligations under the Existing Credit Agreement and (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments), in each case, not inconsistent with the terms of this Agreement, provided that Revolving Loans made on the Closing Date (if any) shall be made in an amount not to exceed $5,000,000 and shall be used solely to (i) fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex provisions under the Fee Letter and/or (ii) provide back to back support for or to replace the Existing Letter of Credit. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Borrower or of the Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person.

Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of (i) all Initial Term Loans incurred on the Closing Date, Revolving Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees fees, costs and expenses incurred in connection therewith, (b) repay consummate the obligations under the Existing Credit Agreement and Refinancing, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments)) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement, ; provided that the aggregate principal amount of Revolving Loans made on the Closing Date (if any) shall be made in an amount not to exceed $5,000,000 60,000,000 and shall be used solely to (i) fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex or securities demand provisions under the Fee Letter and/or and (ii) provide back all 2020 EMEA Term Loans shall be utilized to back support for or (a) consummate Amendment No. 2 and pay the fees, -153- costs and expenses incurred in connection therewith and (b) to replace repay existing Indebtedness under the Existing Letter of CreditRevolving Facility in part. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the U.S. Borrower or of the U.S. Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) The Borrowers will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Administrative Agent) confirming that the intended "use of proceeds in Switzerland" does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax. (d) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any unlawful activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person. This Section 5.06 shall not be interpreted or applied to any Credit Party with its seat in Germany to the extent that the obligations under this Section 5.06 would violate or expose such Credit Party or any directors, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).

Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of (i) all Initial Term Loans incurred on the Closing Date, Revolving Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees fees, costs and expenses incurred in connection therewith, (b) repay consummate the obligations under the Existing Credit Agreement and Refinancing, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments)) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement, ; provided that the aggregate principal amount of Revolving Loans made on the Closing Date (if any) shall be made in an amount not to exceed $5,000,000 60,000,000 and shall be used solely to (i) fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex or securities demand provisions under the Fee Letter and/or and (ii) provide back all 2020 EMEA Term Loans shall be utilized to back support for or (a) consummate Amendment No. 2 and pay the fees, costs and expenses incurred in connection therewith and (b) to replace repay existing Indebtedness under the Existing Letter of CreditRevolving Facility in part. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the U.S. Borrower or of the U.S. Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) The Borrowers will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Administrative Agent) confirming that the intended "use of proceeds in Switzerland" does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax. (d) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any unlawful activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person. This Section 5.06 shall not be interpreted or applied to any Credit Party with its seat in Germany to the extent that the obligations under this Section 5.06 would violate or expose such Credit Party or any directors, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).

Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees and expenses incurred in connection therewith, (b) repay the obligations under the Existing Credit Agreement and Agreement, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments)) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement, ; provided that Revolving Loans made on the Closing Date (if any) shall be made in an amount not to exceed $5,000,000 25,000,000 and shall be used solely to (i) fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex provisions under the Fee Letter and/or (ii) provide back to back support for or to replace the Existing Letter of CreditLetter. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Borrower or of the Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person.