The proceeds of the Term Loans and any 364-Day Loans may be used (a) to prepay Indebtedness outstanding under the Existing Credit Agreement, (b) to pay Transaction Costs or (c) for general corporate purposes (including repayment or prepayment of Indebtedness and acquisitions and other investments).  The proceeds of the Revolving Loans and, except to the extent provided in the applicable Incremental Facility Amendment, Incremental Facilities will be used solely for general corporate purposes (including repayment or prepayment of Indebtedness and acquisitions and other investments).  No part of the proceeds of any Loan will be used in violation of the representations set forth in Sections 3.08 and 3.10.  Letters of Credit will be used solely for general corporate purposes.