All proceeds of the Term Loans will be used to finance the Transaction (including by depositing same as Escrow Funds pursuant to the Escrow Agreement) and to pay fees, premiums and expenses incurred in connection with the Transaction and to pay amounts as required (or permitted) under the Credit Documents with Escrow Funds; provided that any proceeds in excess of those used as contemplated above may be retained by the Borrower or the Parent and used by it for its working capital and general corporate purposes.