Use of Proceeds Each Borrower shall use the proceeds of the Credit Extensions for # general working capital needs and capital expenditures # the replacement and refinancing of outstanding indebtedness under the Existing Term Loan Credit Agreement, # subject to the proviso below, the purchase or other acquisition by ​ of shares of its capital stock and related preferred stock purchase rights to the extent permitted by [Section 7.04(c), and (d)])] other lawful corporate purposes (including Acquisitions) other than, directly or indirectly, # for purposes of undertaking an Acquisition or Joint Venture in contravention of any Law or of any Loan Document, # to purchase or carry Margin Stock, # to repay or otherwise refinance indebtedness of any Borrower or others incurred to purchase or carry Margin Stock, # to extend credit for the purpose of purchasing or carrying any Margin Stock, or # to acquire any security in a transaction that is actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose securities are to be acquired; provided, however, that notwithstanding [clauses (ii) through (v) above], ​ may use proceeds of Loans as described in [clause (c) above] so long as either # the Margin Stock so acquired is promptly retired following the purchase or other acquisition thereof or # at all times and after giving effect to each such purchase or acquisition, not more than twenty five percent (25%) of the consolidated total assets of the Borrowers and their Subsidiaries on a consolidated basis are represented by Margin Stock owned by the Borrowers and their Subsidiaries on a consolidated basis.

Use of Proceeds EachProceeds. The Company will, and will cause each other Borrower shallto, use the proceeds of the applicable Credit Extensions for # general working capital needscompany purposes of the Company and capital expenditures # the replacement and refinancing of outstanding indebtedness under the Existing Term Loan Credit Agreement, # subject to the proviso below, the purchase or other acquisition by ​ of shares of its capital stock and related preferred stock purchase rightsSubsidiaries (including non-hostile acquisitions to the extent permitted by [Section 7.04(c),hereunder and (d)])]refinancing Debt under the Existing Credit Agreement and, with respect to the proceeds of the Term Loan, under the Company’s 5.65% Senior Notes due August 1, 2014). The Company will not, and will not permit any other lawful corporate purposes (including Acquisitions) other than, directly or indirectly, # for purposesBorrower to, use any part of undertaking an Acquisition or Joint Venture in contraventionthe proceeds of any Law or of any Loan Document, #Credit Extension hereunder to purchase or carry Margin Stock, # to repayany margin stock or otherwise refinance indebtedness of any Borrower or others incurred to purchase or carry Margin Stock, # to extend credit to others for the purpose of purchasing or carrying any Margin Stock, or #margin stock. If requested by any Lender, the Company will, and will cause each Borrowing Subsidiary to, furnish to acquire any securityLender in connection with any Loan hereunder a transaction that is actively opposed bystatement in conformity with the boardrequirements of directors (or similar governing body) of the selling Persons or the Persons whose securities areFederal Reserve Form U-1 referred to be acquired; provided, however, that notwithstanding [clauses (ii) through (v) above], ​ may use proceeds of Loans as described in [clause (c) above] so long as either # the Margin Stock so acquired is promptly retired following the purchase or other acquisition thereof or # at all times and after giving effect to each such purchase or acquisition, not more than twenty five percent (25%) of the consolidated total assets of the Borrowers and their Subsidiaries on a consolidated basis are represented by Margin Stock owned by the Borrowers and their Subsidiaries on a consolidated basis.Regulation U.

SECTION # Use of Proceeds Each Borrower shall useProceeds. Use the proceeds of the Credit Extensions for # general working capital needscapital, # any Permitted Acquisition, # Capital Expenditures, # to refinance certain existing Indebtedness on the Closing Date and capital expenditures # the replacement and refinancing of outstanding indebtedness under the Existing Term Loan Credit Agreement, # subject to the proviso below, the purchase orfor other acquisition by ​ of shares of its capital stock and related preferred stock purchase rights to the extent permitted by [Section 7.04(c), and (d)])] other lawfulgeneral corporate purposes (including Acquisitions) other than, directly or indirectly, # for purposes of undertaking an Acquisition or Joint Ventureand, in each case, in a manner not in contravention of any Law or of any Loan Document, # to purchase or carry Margin Stock, # to repay or otherwise refinance indebtedness of any Borrower or others incurred to purchase or carry Margin Stock, # to extend credit for the purpose of purchasing or carrying any Margin Stock, or # to acquire any security in a transaction that is actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose securities are to be acquired; provided, however, that notwithstanding [clauses (ii) through (v) above], ​ may use proceeds of Loans as described in [clause (c) above] so long as either # the Margin Stock so acquired is promptly retired following the purchase or other acquisition thereof or # at all times and after giving effect to each such purchase or acquisition, not more than twenty five percent (25%) of the consolidated total assets of the Borrowers and their Subsidiaries on a consolidated basis are represented by Margin Stock owned by the Borrowers and their Subsidiaries on a consolidated basis.Document.

SECTION # Use of Proceeds Each BorrowerProceeds. The Borrowers shall use the proceeds of the Loans to provide funds for general corporate purposes, including, but not limited to, acquisitions, refinancing of the Existing Credit Extensions for # generalAgreement and working capital needs and capital expenditures #purposes. None of the replacement and refinancingproceeds of outstanding indebtednessthe Loans made under the Existing Term Loan Credit Agreement, # subject to the proviso below, the purchase or other acquisition by ​ of shares of its capital stock and related preferred stock purchase rights to the extent permitted by [Section 7.04(c), and (d)])] other lawful corporate purposes (including Acquisitions) other than, directly or indirectly, # for purposes of undertaking an Acquisition or Joint Venturethis Agreement will be used in contraventionviolation of any Lawapplicable law or regulation (including, without limitation, Regulation T, U or X of the Board) . Margin stock (as defined under Regulation U) does not and will not constitute more than 25% of the value of the consolidated assets of ​ and its Consolidated Subsidiaries. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use directly, or knowingly indirectly, the proceeds of any Loan Document,Borrowing or Letter of Credit # in furtherance of an offer, payment, promise to purchasepay, or carry Margin Stock, #authorization of the payment or giving of money, or anything else of value, to repay or otherwise refinance indebtednessany Person in violation of any Borrower or others incurred to purchase or carry Margin Stock,Anti-Corruption Laws, # to extend credit for the purpose of purchasingfunding, financing or carryingfacilitating any Margin Stock,activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state or # in any manner that would result in the violation of any Sanctions applicable to acquire any securityparty hereto; it being understood that such covenant shall not apply to [[Foreign Subsidiary Borrower:Organization]], which is organized in a transaction that is actively opposed by the board of directors (or similar governing body)Member State of the selling PersonsEuropean Union if and to the extent that the expression of, or compliance with, or receipt or acceptance of, such covenant would breach any provision of Council Regulation EC No. 2271/96, as amended from time to time, or breach any applicable implementing legislation. Any provision of this [Section 5.04] shall not apply to any Person if and to the Persons whose securities are toextent that it is or would be acquired; provided, however,unenforceable by or in respect of that notwithstanding [clauses (ii) through (v) above], ​ may use proceedsPerson by reason of Loans as described in [clause (c) above] so long as either # the Margin Stock so acquired is promptly retired following the purchase or other acquisition thereof or # at all times and after giving effect to each such purchase or acquisition, not more than twenty five percent (25%)breach of the consolidated total assets of the Borrowers and their Subsidiaries on a consolidated basis are represented by Margin Stock owned by the Borrowers and their Subsidiaries on a consolidated basis.any applicable Blocking Law.