The Borrower shall use the proceeds of the Extensions of Credit to continue the loans outstanding under the Existing Credit Agreement and for working capital and general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, Permitted Acquisitions and fees and expenses in connection therewith, stock repurchases, dividends, and Capital Expenditures and may use such proceeds for the payment of certain fees and expenses incurred in connection with the Transactions and this Agreement.  The Borrower will not request any Extension of Credit, and the Borrower shall not use, or permit its Subsidiaries and its or their respective directors, officers, employees or agents to use, the proceeds of any Extension of Credit, directly or indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.