The proceeds of the Loans are to be used to refinance the facility under the Existing Loan Agreement, to pay related fees and expenses of the Transactions and to finance ongoing working capital needs (including purchases of Equipment) and for general corporate purposes (including Permitted Acquisitions and repayment or prepayment of Indebtedness) of the U.S. Borrowers, the ROW Borrowers, the Canadian Borrowers and the French Borrowers.  No part of the proceeds of any Loans shall be used by Holdings or any Subsidiary for any purpose that violates the provisions of the Regulations of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U and Regulation X.  For the avoidance of doubt, no part of the proceeds of any Loans shall be used directly or indirectly for any purpose that violates the financial assistance prohibitions within the meaning of Article L. 225-216 of the French Code de commerce and/or would constitute or lead to a misuse of corporate assets within the meaning of Articles L. 241-3, L. 242-6 or L. 244-1 of the French Code de commerce or any other law or regulations having the same effect, as interpreted by French courts.