Each Obligor shall, and shall cause each of its Restricted Subsidiaries to, use the proceeds of the issuance and sale of the Notes solely (a) together with the proceeds of borrowings on the Closing Date under the First Lien Facilities and cash on hand on the Closing Date, to pay a portion of the purchase consideration for the Closing Date Acquisition and consummate the Closing Date Refinancing, and (b) to pay the Transaction Expenses. No portion of the proceeds shall be used in any manner that causes or might cause such application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.