The proceeds of the Term Loans and the Revolving Loans, if any, made on the Closing Date shall be applied by Company to repay the obligations under the Existing Credit Agreement, for general working capital purposes of the Loan Parties and to pay fees and expenses related to this Agreement.  The proceeds of the Revolving Loans, and Letters of Credit made after the Closing Date shall be applied by Company for working capital and general corporate purposes of Company and its Restricted Subsidiaries, including Permitted Acquisitions.  No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.