The proceeds of the Revolving Loans will be used only (i) to refinance loans and other outstanding obligations under the Existing Credit Agreement and to pay fees and expenses in connection with such refinancing and the Transactions, (ii) to finance the acquisition of shares of capital stock of the Target, including, without limitation, through the Polaris Tender Offer, and to pay fees and expenses in connection therewith, and (iii) for working capital and other general corporate purposes of the Borrower and the Subsidiaries (including Permitted Acquisitions, Permitted Investments and other Investments permitted hereunder, Capital Expenditures and Restricted Payments to the extent permitted under this Agreement).  The proceeds of the Term Loans will be used only for financing a portion of the Polaris Acquisition and of the Polaris Tender Offer, including the fees and expenses incurred in connection therewith.