The proceeds of (a) the Closing Date Term Loans, together with the proceeds of the Equity Contribution, the Bridge Loans and any Revolving Loans drawn on the Closing Date (to the extent permitted under this Agreement) and cash on hand, will be used (i) to fund the Closing Date Refinancing, together with any premiums and accrued and unpaid interest thereon and any fees and expenses with respect thereto, (ii) to pay the Transaction Consideration, (iii) to repay all or a portion of the term loans outstanding under the Target Credit Agreement and (iv) to pay the Transaction Expenses, and (b) any Revolving Loans will be used (i) on the Closing Date, solely (A) to fund working capital needs and (B) in an amount not to exceed $30.0 million, to pay the Transaction Consideration and Transaction Expenses and to fund any OID with respect to the Closing Date Term Loans; provided that such cap shall not apply to any Transaction Expenses to replace, backstop or cash collateralize letters of credit, letters of guarantee or banker acceptances outstanding on the Closing Date and (ii) after the Closing Date, for working capital and general corporate purposes and for any other purpose not prohibited by the Loan Documents. Notwithstanding the foregoing, (i) any Excess Closing Date Cash on the Closing Date shall be deposited into the Controlled Account and (ii) on the Closing Date, the Target Term Loan Reserve Amount shall be deposited in to the Target Term Loan Reserve Account.