The proceeds of the Loans will be used only (i) to pay fees and expenses in connection with the Transactions, (ii) finance the ongoing in-house fabrication of new drilling rigs and for contract drilling operations and (iii) for working capital needs and general corporate purposes of the Borrowers and the other Loan Parties, including Permitted Acquisitions. 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 T, U and X or any other regulations of the Board or a violation of the Securities and Exchange Act of 1934, in each case as in effect on the date of the making of such Loan and such use of proceeds. Letters of Credit will be issued only to support the working capital needs and general corporate purposes of the Borrowers and the other Loan Parties. Without limiting the foregoing, each Loan Party agrees that it will not, directly or indirectly, use the proceeds of the Loans in offering, or to lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or would result in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; or (ii) in any other manner that will result in a violation of Sanctions or the United States Foreign Corrupt Practices Act of 1977, as amended by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).