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

Use of Proceeds; Use of Letters of Credit. No Credit Party shall, nor shall it permit any of its Subsidiaries to: (a) use the proceeds of the Advances for any purposes other than (i) the payment of fees and expenses related to the entering into of the Transactions, (ii) working capital purposes of Borrower and any Restricted Subsidiary, (iii) to make permitted Restricted Payments, and (iv) other general corporate purposes of Borrower and any Restricted Subsidiary, including Permitted Acquisitions; (b) use the proceeds of the Swingline Advances or the Letters of Credit for any purposes other than (i) working capital purposes of Borrower and any Restricted Subsidiary or (ii) other general corporate purposes of Borrower and any Restricted Subsidiary. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, use any part of the proceeds of Advances or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations T, U, or X. No part of the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person. No part of the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, 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 Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.

Use of Proceeds; Use of Letters of Credit. No Credit Party shall, nor shall it permit any of its Subsidiaries to: (a) use the proceeds of the Advances for any purposes other than (i) Revolving Advances, the payment of fees and expenses related to the entering into of the TransactionsSwing Line Advances, (ii) working capital purposes of Borrower and any Restricted Subsidiary, (iii) to make permitted Restricted Payments, and (iv) other general corporate purposes of Borrower and any Restricted Subsidiary, including Permitted Acquisitions; (b) use the proceeds of the Swingline Advances or the Letters of Credit for any purposes other than (i) working capital purposes of Borrower and any Restricted Subsidiary or Credit Party, (ii) finance Capital Expenditures, (iii) other general corporate purposes of Borrower any Credit Party (including payment of fees and expenses in connection with this Agreement and the other Credit Documents); or (b) use the proceeds of the Term Advances for any Restricted Subsidiarypurposes other than (i) to pay the purchase price for the Centrifuge Acquisition, (ii) finance Capital Expenditures, (iii) working capital purposes of any Credit Party, (iv) to refinance the Existing Credit Agreement or (v) for other general corporate purposes of any Credit Party, including the payment of fees and expenses related to the closing of the Centrifuge Acquisition or the entering into of this Agreement and the other Credit Documents; or (c) use the proceeds of the CapEx Advances for any purpose other than to finance Capital Expenditures. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, use any part of the proceeds of Advances or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations T, U, or X. No part The Borrower shall not, directly or indirectly, request any Advance or Letter of Credit, and the Borrower shall not use, its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person. No part of the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws Laws, (B) for the purpose of funding, financing or Anti-Money Laundering Lawsfacilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions by any Person (including any Person participating in the Advances and Letters of Credit, whether as underwriter, advisor, investor or otherwise).

Use of Proceeds; Use of Letters of Credit. No Credit Party shall, nor shall it permit any of its Subsidiaries to: (a) use the proceeds of the Term Loan Advances for any purpose other to repay the Existing Nine Debt and the Existing Xxxxxxx Debt; (b) use the proceeds of the Revolving Advances for any purposes other than (i) for the payment of fees and expenses related to the entering into of the Transactions, (ii) for working capital purposes of the Borrower and any the Restricted Subsidiary, Subsidiaries and (iii) to make permitted Restricted Payments, and (iv) for other general corporate purposes of the Borrower and any the Restricted SubsidiarySubsidiaries, including Permitted Acquisitions, Permitted Investments and permitted Restricted Payments; (bc) use the proceeds of the Swingline Advances or the Letters of Credit for any purposes other than (i) working capital purposes of the Borrower and any the Restricted Subsidiary Subsidiaries or (ii) other general corporate purposes of the Borrower and any the Restricted SubsidiarySubsidiaries. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, use any part of the proceeds of Advances or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations T, U, or X. No part The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure that their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Advance Borrowing or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person. No part of the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws Laws, (B) for the purpose of funding, financing or Anti-Money Laundering Lawsfacilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Entity, or (C) in any manner that would result in the violation of any sanctions administered or enforced by OFAC or other sanctions authority applicable to any party hereto.

Use of Proceeds; Use of Letters of Credit. No Each Credit Party shall, nor and shall it permit any cause each of its Restricted Subsidiaries to: (a) use the proceeds of the Advances for any purposes other than (i) Revolving Advances, the payment of fees and expenses related to the entering into of the Transactions, (ii) working capital purposes of Borrower and any Restricted Subsidiary, (iii) to make permitted Restricted Payments, and (iv) other general corporate purposes of Borrower and any Restricted Subsidiary, including Permitted Acquisitions; (b) use the proceeds of the Swingline Swing Line Advances or the Letters of Credit Credit, or any Term Advances made after the Closing Date solely for any purposes other than (i) working capital purposes of Borrower and any Restricted Subsidiary Entity or (ii) other general corporate purposes of Borrower and any Restricted SubsidiaryEntity, including payment of OID and upfront fees to any Lender, Permitted Acquisitions, Permitted Investments, Capital Expenditures that are permitted hereunder and Restricted Payments that are permitted hereunder; and (b) use the proceeds of the Term Advances or Revolving Advances, as applicable, made on the Closing Date to (i) refinance in full the outstanding Debt of the Credit Parties under the Existing Credit Agreement on the Closing Date, (ii) declare and pay the Specified Equity Distribution and (iii) pay fees, commissions and expenses in connection with each of the foregoing. No Credit Party shall, nor and shall it not permit any of its respective Subsidiaries to, directly or or, to its knowledge, indirectly, use any part of the proceeds of Advances or Letters of Credit or lend, contribute or otherwise make available such Advance or Letter of Credit or the proceeds of any Advance or Letter of Credit to any Person, (a) for any purpose which violates, or is inconsistent with, Regulations T, U, or X. No part of the proceeds of any Advance or Letter of Credit will be usedX, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, (b) to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned with any Person, or in any country or territory, that, at the time of such funding, is itself, or whose government is itself, the subject of Sanctions, except to the extent licensed or otherwise approved by OFAC, the U.S. Department of State and all other relevant Sanctions authorities or (c) in any other manner that would result in a violation of Sanctions by any Person. No part of Person (including any Person participating in the proceeds of any Advance or Letter of Credit will be usedAdvances, directly or indirectlywhether as underwriter, in furtherance of an offeradvisor, payment, promise to payinvestor, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Lawsotherwise).

Use of Proceeds; Use of Letters of Credit. No Credit Party shall, nor shall it permit any of its Subsidiaries to: (a) use the proceeds of the Revolving Advances for any purposes other than (i) to continue the advances and other obligations, including without limitation the Existing Letters of Credit, outstanding under the Existing Agreement as provided herein, (ii) the payment of fees and expenses related to the entering into of the Transactions, (iiiii) working capital purposes of the Borrower and any Restricted Subsidiary, (iii) to make permitted Restricted Payments, and or (iv) other general corporate purposes of the Borrower and any Restricted Subsidiary, including Permitted AcquisitionsAcquisitions and permitted Restricted Payments; or (b) use the proceeds of the Swingline Swing Line Advances or the Letters of Credit for any purposes other than (i) working capital purposes of the Borrower and any Restricted Subsidiary or (ii) other general corporate purposes of the Borrower and any Restricted Subsidiary. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, use any part of the proceeds of Advances or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations T, U, or X. No part The Borrower shall not request any Borrowing or Letter of Credit, and the Borrower shall not use, shall cause its Subsidiaries and its and their respective officers and employees to not use, and shall use commercially reasonable efforts to cause its or their respective directors and agents to not use, the proceeds of any Advance Borrowing or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person. No part of the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws Laws, (B) for the purpose of funding, financing or Anti-Money Laundering Lawsfacilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.