The proceeds of the Tranche A Term Loans and the Tranche B Term Loans, together with the proceeds of the Revolving Loans made on the Closing Date and the proceeds of the New Senior Notes will be used by the Borrower on the Closing Date to pay the Transaction Costs, to consummate the Existing Indebtedness Refinancing, to pay the cash portion of the Merger Consideration (as defined in the Purchase Agreement) and for general corporate purposes.  The proceeds of the Revolving Loans after the Closing Date will be used for general corporate purposes.  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 U and X.  Letters of Credit will be issued only to support the operations in the ordinary course of business of the Parent and the Restricted Subsidiaries.