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

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ 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 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 will 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, including and any transaction or corporate action 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 (in each case, in compliance with all applicable legal 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 regulatory requirements). Letters of Credit will be issued only for other general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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 Fifth Restatement 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date Tranche A to refinance in full all of the Initial Term Loans and the Tranche B Term Loans will be used outstanding hereunder as of Amendment No. 5 Effective Date (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to giving effect to Amendment No. 5) and to pay fees and expenses related thereto. The proceeds of the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), (ii) to refinance the Tranche A 2021-2 Incremental Term Loans and Tranche B Term Loans under (and as defined in) made pursuant to Amendment No. 6 shall be used to finance 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), (iii) to pay related fees and expenses, and (iv) for working capital or needs and other general corporate purposes of the Borrower and its SubsidiariesSubsidiaries (including for capital expenditures, including working capital and/or purchase price adjustments, transactions fees and expenses, Permitted Acquisitions and other Investments, Restricted Payments and any transaction or corporate action other purposes not prohibited by this Agreement. (c) the terms of the Loan Documents). The Borrower will not use the proceeds of the 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 Loans: (i) for the purposes purpose of funding or financing acquisitions (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 ▇▇▇▇▇▇▇▇▇▇ Acquisitiontransaction, whether as underwriter, advisor, investor, lender or otherwise) and paying fees and expenses related thereto and of Sanctions; or (ii) for general corporate purposesany 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 Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of Revolving Loans shall not be used to 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. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 Specified Incremental Tranche B-1 Term Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any transaction or corporate 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, including Revolving Loans under this Agreement, (ii) the payment of fees and expenses in connection with the establishment of the New 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.

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 will 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, including and any transaction or corporate action 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 (in each case, in compliance with all applicable legal 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 regulatory requirements). Letters of Credit will be issued only for other general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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 including for capital expenditures, working capital and/or accrued fees thereunder referred to in Section 5.01(f)purchase price adjustments, (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related transactions fees and expenses, Permitted Acquisitions and (iv) for working capital or general corporate other Investments, Restricted Payments and any other purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) the terms of the Loan Documents). The Borrower will not use the proceeds of the 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 Loans: (i) for the purposes purpose of funding or financing acquisitions (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 ▇▇▇▇▇▇▇▇▇▇ Acquisitiontransaction, whether as underwriter, advisor, investor, lender or otherwise) and paying fees and expenses related thereto and of Sanctions; or (ii) for general corporate purposesany 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 Borrower shall use the proceeds of the Loans made hereunder and of all Letters of Credit issued hereby (a) The proceeds for payment of normal operating expenses of the Revolving Loans will Loan Parties consistent with the Budget and payment of such amounts as may be used ordered by the Bankruptcy Court, (b) to fund LC Disbursements, (c) for the general corporate purposes payment of professional fees of the Borrower DIP Agent and its Subsidiariesthe Pre-Petition Agent related to the DIP Credit and the Pre-Petition Loans, including any transaction or corporate action not prohibited by this (d) for the payment of interest, fees and expenses on the DIP Credit, (e) for payment of the Administrative Expense Carve Out, (f) for the payment of interest accruals, fees and expenses with respect to the Pre-Petition Loans as adequate protection to the Pre-Petition Lenders, and (g) to fund the purchase of outstanding accounts receivable and related assets incident to the termination of the Permitted Receivables Financing (as defined in the Pre-Petition Credit Agreement) and the payment of all indemnification payments, fees, costs, and expenses (including, without limitation, fees, costs, and expenses of counsel and other advisors) to the "Purchasers", the "Administrative Agent", the "Collateral Agent" and other "Indemnified Persons" under the Receivables Purchase Agreement (in each case, in compliance with all applicable legal whether incurred before or after the Effective Date). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of Regulations T, U and regulatory requirements)X of the Board. Letters of Credit will be issued only for general corporate purposes to support obligations of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) Subsidiary Loan Parties incurred for general corporate purposes.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the Delayed Draw Tranche A Term Loans will be used solely for the purposes of funding TV/Radio Acquisitions (the Cox Acquisition and/or the Barrington Acquisition and to pay related costs and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries. (d) The Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of proceeds of any Loan. No part of the Specified Incremental Loans proceeds of any Loan will be used (i) used, whether directly or indirectly, for any purpose that entails a violation of any of the purposes Regulations of financing acquisitions (the Board, including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Regulations U and paying fees and expenses related thereto and (ii) for general corporate purposes.X.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of Revolving Loans shall not be used to 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. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 Specified Incremental Tranche B-1 Term Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any transaction or corporate 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, including Revolving Loans under this Agreement, (ii) the payment of fees and expenses in connection with the establishment of the New 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. (a) The proceeds of the Revolving Loans will be used solely for (i) the payment of the costs and expenses associated with the Transactions (ii) the payment on the Restatement Effective Date of the “Term Loans” (as defined in the Existing Credit Agreement), the obligations owed to the Departing Lenders under the Existing Credit Agreement and any other loans or obligations owed under the Existing Credit Agreement, if any, that are being paid on the Restatement Effective Date, and (iii)(iii) the payment on the Second Amendment Effective Date of the obligations of the “Departing Lender(s)” (as defined in the Second Amendment) owed under this Agreement immediately prior to giving effect to the Second Amendment and (iv) working capital and other general corporate purposes of the Borrower and its the Subsidiaries, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) solely for working capital or general corporate purposes of the Borrower and its the Subsidiaries, including any transaction or corporate action not prohibited by this Agreementmaking Restricted Payments to the extent permitted hereunder. (c) The proceeds of the Delayed Draw Tranche A Term Swingline Loans will be used solely for the purposes of funding TV/Radio Acquisitions (working capital and to pay related costs and expenses) or for the other general corporate purposes of the Borrower and its the Subsidiaries. (d) The proceeds . Letters of Credit will be issued only to support obligations of the Specified Incremental Loans will be used (i) for Borrower and the purposes Subsidiaries incurred in the ordinary course of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposesbusiness.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposes. (e) The proceeds of the ▇▇▇▇▇▇▇▇▇▇ Incremental Loans will be used (i) for the purposes of financing the ▇▇▇▇▇▇▇▇▇▇ 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 the Revolving Loans will be used only for the Permitted Acquisitions and for working capital and other general corporate purposes of the Borrower Wireline Companies. The proceeds of any Incremental Facility will be used only as provided in Section 2.01(i)(iii) and its Subsidiariesin the Incremental Facility Amendment. No part of the proceeds of any Loan or Letters of Credit 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 any transaction or corporate action not prohibited by this Agreement (in each caseRegulations T, in compliance with all applicable legal U and regulatory requirements). X. Letters of Credit will be issued only for to support general corporate purposes obligations of the Borrower and its Subsidiaries as specified above. (b) Wireline Companies. The proceeds of the Fifth Restatement Effective Date Tranche A B-6 Term Loans and the Tranche B Term Loans will shall be used utilized (i) to prepay Revolving Loans (the extent constituting Other Term Loans, on the Tranche B-6 Refinancing and interest thereon) under (and as defined in) Incremental Amendment Effective Date, to refinance in full the Existing Credit Agreement outstanding immediately prior to Tranche B-6 Term Loans shall be utilized in full on the Fifth Restatement Tranche B 6 Incremental Amendment Effective Date and/or accrued fees thereunder referred (i) to in Section 5.01(f), refinanceand (ii) otherwise, (A) to redeem all or a portion of the 2017 Notes and to pay related fees and expenses and (ii) in the event that not less than $450,000,000 aggregate principal amount of the 2017 Notes have been refinanced after March 14, 2016 (the “2017 Notes Repayment Requirement”)B) for general corporate purposes, including without limitation, to refinance in full or in part any other series of outstanding notes of the Tranche A Term Loans Borrower or its Subsidiariessubsidiaries 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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses; provided, and (iv) for working capital or general corporate purposes of however, that the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The may use the proceeds of the Delayed Draw Tranche A B 6 Term Loans will be used for to temporarily repay outstanding Revolving Loans on the purposes of funding TV/Radio Acquisitions Tranche B 6 Incremental Amendment Effective Date so long as (and to pay related costs and expensesunless otherwise agreed by Tranche B 6 Lead Arranger in writing in its sole discretion) or for at all times thereafter until the general corporate purposes of 2017 Notes Repayment Requirement has been met, the Borrower and its Subsidiaries. (d) The proceeds maintains unused Revolving Commitments in an aggregate amount available to permit redemption or repurchase of 2017 Notes in an amount sufficient to meet the Specified Incremental Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposes.2017 Notes Repayment Requirement..

Use of Proceeds and Letters of Credit. The proceeds of the New Tranche B Term Loans and Revolving Loans borrowed on the Second Amendment Effective Date will be used by the Borrower on the Second Amendment Effective Date, solely for (a) first, the payment of the 2012 Transaction Costs, and (b) second, the payment of all principal, interest, fees and other amounts outstanding under the Existing Revolving Credit Facility and the Senior Subordinated Notes. The proceeds of the New Tranche B Term Loans borrowed on the Third Amendment Effective Date will be used by the Borrower solely (i) to pay a special dividend in the amount of $70,000,000 to the shareholders of Holdings, (ii) to repay outstanding Revolving Loans under the Credit Agreement, (iii) for general corporate purposes and (iv) to pay fees and expenses related thereto. The proceeds of the The proceeds of the New Tranche B Term Loans borrowed on the Fourth Amendment Effective Date will be used by the Borrower on the Fourth Amendment Effective Date, solely for the payment of all principal, interest, fees and other amounts outstanding with respect to the Non-Extended Term Loans and to pay fees and expenses related thereto and to the other transactions described in the Fourth Amendment. The proceeds of the Revolving Loans will be used for the general corporate purposes of the Borrower (except as described above), Swingline Loans and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued used only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for other general corporate purposes.. No part of the proceeds of any Loan 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.

Use of Proceeds and Letters of Credit. (a) The Borrower will use the proceeds of the Revolving Loans will be used for 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 Subsidiariessubsidiaries (including for capital expenditures, including any working capital and/or purchase price adjustments and transaction or corporate action not prohibited by this Agreement fees and expenses (in each case, including in compliance connection with all applicable legal the Contribution and regulatory requirementsExchange, any Permitted Acquisitions). Letters , and (B) to finance any Permitted Acquisitions and any other Investments, Restricted Payments and purposes of Credit will be issued only for 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 made after the Effective Date to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries as specified abovesubsidiaries, any Permitted Acquisitions and any other Investments, Restricted Payments and any other purpose not prohibited by the terms of this Agreement or any other Loan Document. (bc) The proceeds Letters of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will Credit may be used issued (i) on the Effective Date, in the ordinary course of business to prepay Revolving Loans (and interest thereon) under (and as defined in) replace or provide credit support for the Existing Letters of Credit Agreement outstanding immediately prior to of the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), Borrower and their Subsidiaries and (ii) to refinance after 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 accrued fees thereunder referred to in Section 5.01(f)Date, (iii) to pay related fees and expenses, and (iv) for working capital or needs and other general corporate purposes of the Borrower and its Subsidiariessubsidiaries, including any transaction or corporate action Permitted Acquisitions and any other Investments, Restricted Payments and other purposes of not prohibited by the terms of this AgreementAgreement or any other Loan Document. (cd) The Borrower will use the proceeds of the Delayed Draw Tranche A (i) any Incremental Term Loans will be used for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the working capital and/or general corporate purposes of the Borrower and its Subsidiaries. (d) The proceeds of subsidiaries, Permitted Acquisitions and other Investments, Restricted Payments or such other purpose or purposes set forth in the Specified applicable Incremental Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto Facility Amendment and (ii) any Additional/Replacement Revolving Loans for working capital and/or general corporate purposespurposes 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 for the purposes set forth in Section 2.21(a) and will apply the proceeds of any Credit Agreement Refinancing Indebtedness among the Loans and any Incremental Facilities in accordance with the terms of this Agreement.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche I Revolving Loans and Tranche II Revolving Loans will be used solely to (a) repay on the Initial Funding Date Indebtedness owing under the 1997 Credit Agreement, (b) provide working capital for the Borrower and its Subsidiaries, (c) make Acquisitions as provided in the next succeeding sentence, (d) pay the expenses relating to the consummation of the transactions contemplated hereby and (e) to provide funds for the other general corporate purposes (including Capital Expenditures) of the Borrower and its Subsidiaries. Subject to the foregoing, the proceeds of the Tranche I Revolving Loans, Tranche II Revolving Loans and Tranche III Revolving Loans will be used solely to make acquisitions permitted under Section 7.03, provided that, as provided in Section 7.03(d), the Borrower will not use more than $75,000,000 of the aggregate proceeds of the Tranche I Revolving Loans and Tranche II Revolving Loans to fund any transaction described therein (other than the Tender Offer and related fees and expenses) and/or pay any related fees or expenses referred to in said Section. The proceeds of the Tranche III Term Loans will be used solely to repay on the Initial Funding Date Indebtedness owing under the 1997 Credit Agreement. The proceeds of the Tranche I and Tranche II Term Loans will be used solely to provide financing in connection with the Tender Offer, the Compulsory Acquisition and the repayment of Indebtedness of the Target and its Subsidiaries, through investments in Dutch Acquisition, U.K. Acquisition and Target in the manner provided for in Section 7.04(d). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal Regulations U and regulatory requirements). X. Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 support general corporate purposes of the Borrower and its Subsidiaries. (d) The proceeds of the Specified Incremental Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposes.

Use of Proceeds and Letters of Credit. The proceeds of Loans made hereunder to the Canadian Borrower and Letters of Credit issued hereunder for the account of the Canadian Borrower will be used only (a) The proceeds to finance the acquisition of working capital assets of the Revolving Loans will be used for the general corporate purposes of the Borrower and its SubsidiariesBorrowers, including any transaction or corporate action not prohibited by this Agreement (the purchase of inventory and equipment in each casethe ordinary course of business, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) The proceeds to finance capital expenditures 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)Canadian Borrower, (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 accrued fees thereunder referred to in Section 5.01(f), (iiic) to pay related fees fees, costs and expensesexpenses in connection with the transactions contemplated hereby, and to the extent approved by the Bankruptcy Courts and as set forth in the DIP Orders and the Initial Order, in connection with the Cases, (d) for other payments permitted to be made by the DIP Orders, the Initial Order and any other order of the US Bankruptcy Court or Canadian Bankruptcy Court, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (iie) for general corporate purposes, in each case to the extent expressly permitted under Applicable Law, the Loan Documents, the DIP Orders, the Initial Order and in accordance with the Budget, subject to Section 5.17. On and after the Third Amendment Effective Date, the proceeds of Loans made hereunder to the Domestic Borrowers will be used only to pay expenses of the Domestic Borrowers as set forth in the Wind Down Budget, subject to Section 5.17, to pay fees, costs, expenses and interest with respect to the Obligations and to fund any drawings under any Letters of Credit from January 17, 2009 until the earlier of the Termination Date and such time as the Lenders cease making Loans pursuant to Section 2.01(a)(x) hereof. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X. f. Section 5.16 of the DIP Credit Agreement is hereby amended by adding “and the Wind Down Budget” after “the Budget” in the fourth line thereof.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of Revolving Loans shall not be used to 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. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 Specified Incremental Tranche B-1 Term Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any 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 of proceeds of any Loan. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will be used solely for (i) the payment of the costs and expenses associated with the Transactions (ii) the payment on the Restatement Effective Date of the “Term Loans” (as defined in the Existing Credit Agreement), the obligations owed to the Departing Lenders under the Existing Credit Agreement and any other loans or obligations owed under the Existing Credit Agreement, if any, that are being paid on the Restatement Effective Date, (iii) the payment on the Second Amendment Effective Date of the obligations of the “Departing Lender(s)” (as defined in the Second Amendment) owed under this Agreement immediately prior to giving effect to the Second Amendment and (iv) working capital and other general corporate purposes of the Borrower and its the Subsidiaries, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) solely for working capital or general corporate purposes of the Borrower and its the Subsidiaries, including making Restricted Payments to the extent permitted hereunder, or, if applicable with respect to Incremental Term Loans of any transaction or corporate action not prohibited by this Series, for the purpose specified in the applicable Incremental Facility Agreement. (c) The proceeds of the Delayed Draw Tranche A Term Swingline Loans will be used solely for the purposes of funding TV/Radio Acquisitions (working capital and to pay related costs and expenses) or for the other general corporate purposes of the Borrower and its the Subsidiaries. (d) The proceeds . Letters of Credit will be issued only to support obligations of the Specified Incremental Loans will be used (i) for Borrower and the purposes Subsidiaries incurred in the ordinary course of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposesbusiness.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 (in each case, in compliance with all applicable legal and regulatory requirements); provided that proceeds of Revolving Loans shall not be used to 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. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 Specified Incremental Tranche B-1 Term Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Acquisition and paying fees and expenses related thereto and (ii) for general corporate purposes, including any transaction or corporate action not prohibited by this Agreement.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 working capital requirements, Capital Expenditures, and acquisitions and Investments to the extent permitted hereunder (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for 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. (b) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used to (i) refinance a portion of the existing Tranche B Term Loans outstanding immediately prior to the Second Amendment Effective Date, (ii) purchase, repurchase or redeem the outstanding Holding Company Convertible Debentures and (iii) pay related fees and expenses. (c) The proceeds of the Tranche B-1 Term Loans will be used solely to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Fourth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), . (iid) to refinance the Tranche A Term Loans and Tranche B Term Loans under The proceeds of (and as defined ini) 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), (iii) to pay related fees and expenses, and (iv) General Incremental Loans will be used solely for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (cii) The proceeds of the Delayed Draw Tranche A Term Specified Incremental Loans will be used solely for 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) or for the general corporate purposes of the Borrower and its Subsidiaries. (de) The Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of proceeds of any Loan. No part of the Specified Incremental Loans proceeds of any Loan will be used (i) used, whether directly or indirectly, for any purpose that entails a violation of any of the purposes Regulations of financing acquisitions (the Board, including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Regulations U and paying fees and expenses related thereto and (ii) for general corporate purposes.X.

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 will 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, including and any transaction or corporate action other purpose not prohibited by this Agreement 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 each case, in compliance with all the applicable legal Incremental Facility Amendment and regulatory requirements). Letters of Credit will (ii) any Replacement Revolving Loans shall be issued only used for working capital and/or general corporate purposes of or such other purpose or purposes set forth in the Borrower and its Subsidiaries as specified above. (b) applicable Incremental Facility Amendment. The proceeds of the Fifth Restatement Effective Date Tranche A any Other Term Loans and the Tranche B Term Loans will be used (i) to prepay Other 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the Delayed Draw Tranche A Term Loans will shall be used for the purposes of funding TV/Radio Acquisitions (set forth in Section 2.24 and to pay related costs and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries. (d) The proceeds of any Credit Agreement Refinancing Indebtedness and Incremental Refinancing Indebtedness shall be applied among the Specified Loans and any Incremental Loans will be used (i) for Facilities in accordance with the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposes.terms of

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Initial Term Loans will be used used, directly or indirectly, by the Initial Borrower (and, following completion of the Merger, the Company) to finance a portion of the Transactions, as additional cash on the balance sheet of and for the working capital or other general corporate purposes of the Borrower Company and its SubsidiariesRestricted Subsidiaries (including for capital expenditures, including any Acquisitions, Investments, working capital, earn-out payments, deferred purchase price payments and/or purchase price adjustments, the payment of transaction or corporate action not prohibited by this Agreement fees and expenses (in each case, including in compliance connection with all applicable legal the Transactions), other Investments, Restricted Payments, refinancing of indebtedness and regulatory requirements). Letters of Credit will be issued only for general corporate any other transactions or purposes not prohibited by the terms of the Borrower and its Subsidiaries as specified aboveLoan Documents). (b) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans Initial Revolving Loan Borrowing will be used (i) to prepay Revolving Loans (and interest thereon) under (and as defined in) on the Existing Credit Agreement outstanding immediately prior Closing Date to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to extent permitted in Section 5.01(f), (ii) to refinance accordance with 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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes definition of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement“Permitted Initial Revolving Borrowing”. (c) The proceeds of the Delayed Draw Tranche A Term Revolving Loans (other than the Initial Revolving Loan Borrowing) and Letters of Credit will be used for after the purposes of funding TV/Radio Acquisitions (Closing Date to finance the working capital needs and to pay related costs and expenses) or for the other general corporate purposes of the Borrower Borrowers and its Subsidiariestheir respective 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). (d) The No part of the proceeds of the Specified Incremental Loans any Loan will be used (i) used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the purposes Board of financing acquisitions (Governors of the Federal Reserve System, including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposes.Regulation T, Regulation U or Regulation X.

Use of Proceeds and Letters of Credit. (ai) The proceeds of the Revolving Existing Term Loans will made on the Closing Date shall be used for to fund the general corporate purposes of Closing Date Cash Transfer, to pay fees and expenses related to Transactions and the Borrower Spin-Off and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) The proceeds including for the consummation of the Fifth Restatement Effective Date Tranche A Term Loans any Acquisitions, Investments 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(fCapital Expenditures not prohibited by this Agreement), (ii) the proceeds of the Term Loans made on the Third Amendment Effective Date shall be used to refinance prepay in part the Tranche A Existing Term Loans and Tranche B Term Loans under (to pay fees and as defined in) the Existing Credit Agreement outstanding immediately prior expenses related to the Fifth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f)Third Amendment Transactions, and (iii) to pay related fees the proceeds of the Revolving Credit Loans made and expensesthe Letters of Credit issued hereunder on or after the ClosingFifth Amendment Effective Date may be used, and (iv) together with the proceeds of any Incremental Term Loans made after the Closing Date, for working capital or general corporate purposes of the Borrower and its SubsidiariesSubsidiaries (including for the consummation of any Acquisitions, including any transaction or corporate action Investments and Capital Expenditures not prohibited by this Agreement. ), provided that up to $225,000,000 of the (c) The it being understood that, without limiting the foregoing, the proceeds of the Delayed Draw Tranche A Term Revolving Credit Loans will made on the Closing Date were permitted to be used for on the purposes of funding TV/Radio Acquisitions (Closing Date to fund the Closing Date Cash Transfer 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto to the Transactions and (ii) the Spin-OffFifth Amendment Effective Date shall be used to refinance in full the Existing Facilities). No part of the proceeds of any Loan will be used, whether directly or indirectly, for general corporate purposes.any purpose that entails a violation of Regulations T, U or X.

Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of the Term Loans borrowed on the Effective Date and may use up to $15,000,000 of Revolving Loans drawn on the Effective Date (excluding any Letters of Credit), together with the Equity Contribution, the Additional Equity (if any), cash on hand at Parent, the Company and its subsidiaries to (a) finance a portion of the Acquisition Consideration (as defined in the Commitment Letter), (b) pay Transaction Costs, (c) fund the Debt Repayment and (d) fund up to $50,000,000 for cash on hand at the Borrower and for working capital and general corporate purposes. The proceeds of the Revolving Loans drawn after the Effective Date will be used for the working capital and general corporate purposes of purposes, and the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only used for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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 purposes, in Section 5.01(f), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiarieseach case, including capital expenditures, Permitted Acquisitions, Investments, Restricted Payments, refinancing of Indebtedness and any transaction or corporate action other transactions not prohibited by this Agreement. (c) . The proceeds of the Delayed Draw Tranche A 2019 Incremental Term Loans will made on the Amendment No. 2 Effective Date pursuant to Amendment No. 2 shall be used to (a) fund the Quest Acquisition, (b) pay the Quest Transaction Costs, (c) fund the Quest Closing Refinancing and (d) provide funding for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the working capital, general corporate purposes of and other purposes not prohibited by the Borrower and its Subsidiaries. (d) Credit Agreement. The proceeds of the Specified 2024 Incremental Term Loans will made on the Amendment No. 6 Effective Date pursuant to Amendment No. 6 shall be used to (ia) for fund the purposes of financing acquisitions OWYN Acquisition, (including b) pay the ▇▇▇▇▇▇▇▇▇▇ AcquisitionOWYN Transaction Costs, (c) and paying fees and expenses related thereto fund the OWYN Closing Refinancing and (iid) provide funding for working capital, general corporate purposespurposes and other purposes not prohibited by the Credit Agreement.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Acquisition Loans will be used for the purposes of refinancing loans made under the Initial Credit Agreement to finance the 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 Vencor and its Subsidiaries (excluding their working capital requirements). (b) The proceeds of the General Purpose Loans will be used for the general corporate purposes of the Borrower Vencor and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (bwithout limitation) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for their working capital or general corporate purposes of the Borrower requirements and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreementpurpose for which Acquisition Loans may be used. (c) The proceeds of the Delayed Draw Tranche A Term Project Loans will be used for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) finance capital expansion projects or for the general corporate purposes of the Borrower and its Subsidiariesto refinance Debt that was incurred to finance capital expansion projects. (d) The Existing Letters of Credit were used, and the Additional Letters of Credit will be used, for general corporate purposes, including (without limitation) providing credit support for IRB Debt. (e) The proceeds of the Specified Incremental Margin Stock Loans will be used (i) for to refinance loans made under the purposes Initial Credit Agreement to enable Vencor or Merger Sub (A) to purchase or carry TheraTx Shares purchased by Merger Sub pursuant to the Tender Offer and (B) to pay cash to the holders of financing acquisitions (including TheraTx Shares that were not purchased pursuant to the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and Tender Offer or (ii) to refinance loans incurred for the foregoing purposes. (f) None of the proceeds of the Loans or the Letters of Credit will be used in violation of any applicable law or regulation and, without limiting the generality of the foregoing, no use of any such proceeds or Letters of Credit for general corporate purposespurposes 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. (a) i. The Borrower will use the proceeds of the Revolving Loans will to (i) on the Effective Date, (A) fund the Effective Date Repayment and (B) finance certain commitment and/or upfront fees and (ii) on and 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 any Permitted Acquisitions)), and (B) 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. ii. The Borrower shall use the proceeds of the Swingline Loans made after the Effective Date to finance the working capital needs and other general corporate purposes of the Borrower and its Subsidiaries, any Permitted Acquisitions and any other Investments, Restricted Payments and any other purpose not prohibited by the terms of this Agreement or any other Loan Document. iii. Letters of Credit may be used 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) on and after the Effective Date, for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action Permitted Acquisitions and any other Investments, Restricted Payments and other purposes not prohibited by the terms of this Agreement (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified aboveor any other Loan Document. (b) iv. The Borrower will use the proceeds of any Other Revolving Loans for the Fifth Restatement Effective Date Tranche A Term purposes set forth in Section 2.20(a) and will apply the proceeds of any Credit Agreement Refinancing Indebtedness among the Loans and any Incremental Facilities in accordance with 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes terms of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ 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 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 will 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, including and any transaction or corporate action 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 IndebtednessFacilities shall be applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement (in each case, in compliance with all applicable legal 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 regulatory requirements). Letters of Credit will be issued only for other general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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 Fifth Restatement 2021 Incremental Term Loans made pursuant to Amendment No. 5 shall be used on Amendment No. 5 Effective Date Tranche A to refinance in full all of the Initial Term Loans and the Tranche B Term Loans will be used (i) to prepay Revolving Loans (and interest thereon) under (and outstanding hereunder 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and (ii) for general corporate purposes.of

Use of Proceeds and Letters of Credit. Use (a) The the proceeds of the Revolving Loans will be used Advances solely (i) to refinance and continue indebtedness under the Existing Credit Agreement, (ii) for general corporate purposes, including to finance expansions and investments permitted hereunder and (iii) for working capital purposes in the ordinary course of business; (b) the Letters of Credit (i) to provide security as required under applicable state consumer protection statutes and for utility deposits, (ii) to provide credit support for insurance, construction bonds, rent deposits and utility bonds, (iii) to secure the payment of workers’ compensation benefits and obligations, (iv) for the purposes described in clause (ii) of the definition of “Permitted Liens” and to provide credit support for the obligations described therein, and (v) for the general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement Subsidiaries in the ordinary course of business; (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for general corporate purposes of c) the Borrower and its Subsidiaries as specified above. (b) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used Advances in the following order of priority: (i) first, subject to prepay Revolving Loans (and interest thereon) Section 2.03(a), to refinance all Term Advances outstanding 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)Agreement, (ii) second, to refinance the Tranche A Term Loans and Tranche B Term Loans all Revolving Advances outstanding 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)Agreement, (iii) third, to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) and paying fees and expenses related thereto and to the foregoing, (iiiv) fourth, for general corporate purposes, including to finance expansions and investments permitted hereunder and (v) fifth, for working capital purposes in the ordinary course of business; and (d) the proceeds of the Delayed-Draw Term Advances solely to finance or refinance the purchase price or cost of construction or improvement of certain capital expenditures, including the acquisition, improvement or development of real or personal, movable or immovable property of the Borrower or any of its Restricted Subsidiaries after the Closing Date. For purposes of this Section 6.01, a “hostile takeover” of another entity or a “tender offer” in furtherance of same is not a proper purpose.

Use of Proceeds and Letters of Credit. The proceeds of -------------------------------------- the Tranche B Loans, together with the Net Cash Proceeds of the Subordinated Debt, will be used (a) The proceeds to pay all amounts outstanding under the Existing Credit Agreements constituting obligations of the Revolving Loans will be used for the general corporate purposes Borrower and any other existing Indebtedness of the Borrower and its Subsidiaries, other than (i) Indebtedness in respect of the ▇▇▇▇▇▇▇▇ County industrial revenue bond and (ii) Indebtedness existing under the GE Capital Program Agreements, (b) for the payment of the Effective Date Dividend and (c) to pay fees and expense allocated to the Borrower in connection with the Transactions. The proceeds of the Effective Date Dividend, together with the proceeds of the Holdings Senior Discount Debentures, the Equity Financing and the Management 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. The proceeds of the Delayed Draw Loans will be used only for general corporate purposes. The proceeds of the Revolving Loans and Swingline Loans will be used only for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including any transaction or corporate action not prohibited by this Agreement (in each caseRegulations G, in compliance with all applicable legal U and regulatory requirements). X. Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ 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 the Revolving Term Loans will be used solely (i) to repay amounts due or outstanding under the Original Credit Agreement on the Restatement Effective Date and (ii) to the extent of any amounts remaining thereafter, to pay fees and expenses incurred in connection with the Transactions and for the other general corporate purposes purposes. The proceeds of Revolving Loans made on the Restatement Effective Date will be used solely to repay revolving loans under the Original Credit Agreement. The proceeds of Revolving Loans and Swingline Loans made after the Restatement Effective Date will be used solely for 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 LC or Public Notes Financing Transaction allowed hereunder, 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 repurchase of the Borrower 9.25% Notes allowed hereunder, and its Subsidiariesfor general corporate purposes, including any transaction working capital. The proceeds of issuances of Indebtedness which are required or corporate action not prohibited permitted by this Agreement to be applied to the refinancing or repayment of other Indebtedness may be used to temporarily prepay Revolving Loans pending such application and may be subsequently reborrowed as Revolving Loans (in each casesubject to satisfaction of applicable conditions) and applied to such refinancing or repayment, in compliance with all applicable legal and regulatory requirements)any such reborrowing and application will be deemed a use of such original proceeds for purposes hereof. Letters of Credit will be issued only for general corporate purposes used solely to support payment obligations of Allied Waste, the Borrower and its the Subsidiaries as specified above. (b) The incurred in the ordinary course of business. No part of the proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans any Loan 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)used, (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 accrued fees thereunder referred to in Section 5.01(f)whether directly or indirectly, (iii) to pay related fees and expenses, and (iv) for working capital any purpose that entails a violation of Regulations U or general corporate purposes X of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this AgreementBoard. (c) The proceeds of the 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 purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ 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 the Revolving 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 working capital requirements, Capital Expenditures, and acquisitions and Investments to the extent permitted hereunder (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for 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. (b) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used to (i) refinance a portion of the existing Tranche B Term Loans outstanding immediately prior to the Second Amendment Effective Date, (ii) purchase, repurchase or redeem the outstanding Holding Company Convertible Debentures and (iii) pay related fees and expenses. (c) The proceeds of the Tranche B-1 Term Loans will be used solely to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Fourth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), . (iid) to refinance the Tranche A Term Loans and Tranche B Term Loans under The proceeds of (and as defined ini) 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), (iii) to pay related fees and expenses, and (iv) General Incremental Loans will be used solely for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. Subsidiaries and (cii) The proceeds of the Delayed Draw Tranche A Term Specified Incremental Loans will be used solely 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. (de) The Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of proceeds of any Loan. No part of the Specified Incremental Loans proceeds of any Loan will be used (i) used, whether directly or indirectly, for any purpose that entails a violation of any of the purposes Regulations of financing acquisitions (the Board, including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Regulations U and paying fees and expenses related thereto and (ii) for general corporate purposes.X.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving 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 working capital requirements, Capital Expenditures, and acquisitions and Investments to the extent permitted hereunder (in each case, in compliance with all applicable legal and regulatory requirements). Letters of Credit will be issued only for 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. (b) The proceeds of the Fifth Restatement Effective Date Tranche A Term Loans and the Tranche B Term Loans will be used solely to prepay Term Loans under (iand as defined in) the Existing Credit Agreement outstanding 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 the Fourth Restatement Effective Date (including interest thereon) and to pay fees and expenses relating to the Fourth Restatement Effective Date Transactions. The proceeds of the Tranche B-1 Term Loans will be used solely to prepay Revolving Loans (and interest thereon) under (and as defined in) the Existing Credit Agreement outstanding immediately prior to the Fifth Fourth Restatement Effective Date and/or accrued fees thereunder referred to in Section 5.01(f), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the Delayed Draw Tranche A Term Incremental Loans will be used solely for the purposes of funding TV/Radio Acquisitions (and to pay related costs and expenses) or for the general corporate working capital purposes of the Borrower and its Subsidiaries. (d) The Neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of proceeds of any Loan. No part of the Specified Incremental Loans proceeds of any Loan will be used (i) used, whether directly or indirectly, for any purpose that entails a violation of any of the purposes Regulations of financing acquisitions (the Board, including the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Regulations U and paying fees and expenses related thereto and (ii) for general corporate purposes.X.

Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche I Revolving Loans will be used solely to (a) repay on the Effective Date Indebtedness owing under the Existing Credit Agreement, (b) provide working capital for the Borrower and its Subsidiaries, (c) make Acquisitions permitted under Section 7.03, (d) pay the expenses relating to the consummation of the transactions contemplated hereby and (e) to provide funds for the other general corporate purposes (including Capital Expenditures) of the Borrower and its Subsidiaries, PROVIDED that, as provided in Section 7.03(d), the Borrower will not use more than $50,000,000 of the proceeds of the Tranche I Revolving Loans to fund any such transaction and/or pay any related fees or expenses referred to in said Section. The proceeds of the Tranche I Term Loans will be used solely to repay on the Effective Date Indebtedness owing under the Existing Credit Agreement. The proceeds of the Tranche II Revolving Loans will be used solely to provide working capital for the Borrower and its Subsidiaries. The proceeds of the Tranche II Term Loans will be used solely in connection with Acquisitions permitted under Section 7.03 (excluding, however, the acquisition of vineyard properties), PROVIDED that an aggregate of up to $50,000,000 of the proceeds of all Tranche II Term Loan Borrowings may be used for general corporate purposes of the Borrower. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including any transaction or corporate action not prohibited by this Agreement (in each caseRegulations G, in compliance with all applicable legal U and regulatory requirements). X. Letters of Credit will be issued only for general corporate purposes of the Borrower and its Subsidiaries as specified above. (b) 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), (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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) The proceeds of the 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 support general corporate purposes of the Borrower and its Subsidiaries. (d) The proceeds of the Specified Incremental Loans will be used (i) for the purposes of financing acquisitions (including the ▇▇▇▇▇▇▇▇▇▇ 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 the Revolving Loans will be used only for the Permitted Acquisitions and for working capital and other general corporate purposes of the Borrower Wireline Companies. The proceeds of any Incremental Facility will be used only as provided in Section 2.01(i)(iii) and its Subsidiariesin the Incremental Facility Amendment. No part of the proceeds of any Loan or Letters of Credit 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 any transaction or corporate action not prohibited by this Agreement (in each caseRegulations T, in compliance with all applicable legal U and regulatory requirements). X. Letters of Credit will be issued only for to support general corporate purposes obligations of the Borrower and its Subsidiaries as specified above. (b) Wireline Companies. The proceeds of the Fifth Restatement Tranche B-6 Term Loans made on the Tranche B-6 Refinancing and Incremental Amendment Effective Date Tranche A Term Loans and the Tranche B Term Loans will shall be used utilized (i) to prepay Revolving Loans (the extent constituting Other Term Loans, on the Tranche B-6 Refinancing and interest thereon) under (and as defined in) Incremental Amendment Effective Date, to refinance in full 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), 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, including without limitation to refinance in full or in part any other series of outstanding notes of the Tranche A Term Loans Borrower or its subsidiaries 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 accrued fees thereunder referred to in Section 5.01(f), (iii) to pay related fees and expenses, and (iv) for working capital or general corporate purposes of the Borrower and its Subsidiaries, including any transaction or corporate action not prohibited by this Agreement. (c) . The proceeds of the Delayed Draw Tranche A B-6 Term Loans will made on the Second Tranche B-6 Incremental Amendment Effective Date shall be used utilized for the purposes of funding TV/Radio Acquisitions (general corporate purposes, including without limitation to repay outstanding Revolving Loans and to pay related costs fees and expenses) or for the general corporate purposes of the Borrower and its Subsidiaries. (d) . The proceeds of the Specified Incremental Tranche B-7 Term Loans will shall be used (i) for utilized on the purposes of financing acquisitions (including Tranche B-7 Refinancing Amendment Effective Date to refinance in full the ▇▇▇▇▇▇▇▇▇▇ Acquisition) Existing Tranche B-5 Term Loans and paying to pay related fees and expenses related thereto and (ii) for general corporate purposesexpenses.