The proceeds of (a) the Loans funded on the Closing Date shall only be used to pay for the Closing Date Refinancing, to provide ongoing working requirements of MKS and its Subsidiaries and to pay Transaction Costs and any original issue discount or upfront fees that result from the exercise of the “Market Flex” provisions with respect to the Term Loans in the Fee Letter, (b) the Loans funded after the Closing Date will be used to provide for ongoing working capital requirements of MKS and its Subsidiaries and for general corporate purposes, including Permitted Acquisitions, Investments and Restricted Payments hereunder and (c) the Letters of Credit will be used by the Borrowers and their Subsidiaries for general corporate purposes.