Common use of Permitted Purposes Clause in Contracts

Permitted Purposes. (a) The Borrower hereby agrees that it shall not use the proceeds of any Advance made hereunder except for the following purposes: (i) with respect to the Initial Advance (a) to pay the purchase price to the Sellers for the Pledged Policies on the Closing Date pursuant to the Sale Agreements, which shall be immediately used by the Sellers to repay indebtedness outstanding under those certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial and certain of its subsidiaries and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”) dated November 10, 2014; (b) to pay working capital needs and expenses of the Borrower; (c) to pay any transaction costs related to such Advance and to pay closing fees payable to the Lenders and the Administrative Agent, including, without limitation, the Closing Fee; and (d) to make any other payments, as approved in writing by the Required Lenders in their sole and absolute discretion; (ii) with respect to an Ongoing Maintenance Advance, (A) to pay Ongoing Maintenance Costs and/or (B) to make any other payments, as approved in writing by the Required Lenders in their sole and absolute discretion; and (iii) with respect to an Additional Policy Advance, to make payments to purchase Additional Policies or otherwise, in each case, as approved in writing by the Required Lenders in their sole and absolute discretion. (b) For the avoidance of doubt, all proceeds of Advances shall be deposited by the Lenders into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advances. The Borrower shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request.

Permitted Purposes. (a) The Borrower hereby agrees that has not used and it shall not use the proceeds of any Advance made hereunder hereunder, under the Amended and Restated Loan Agreement or under the Original Loan Agreement except for the following purposes: (i) with respect to the First Initial Advance and the Second Initial Advance, (a) to pay the purchase price for the Subject Policies to the Sellers for the Pledged Policies on the Closing Date Parent pursuant to the Sale AgreementsPurchase Agreement, a portion of which shall be funds, with respect to the First Initial Advance, were immediately used by the Sellers to repay indebtedness outstanding under those that certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial Second Amended and certain of its subsidiaries Restated Credit and Wilmington TrustSecurity Agreement dated May 11, National Association2015, as indenture trustee (the “Indenture Trustee”) dated November 10among Parent, 2014GWG DLP Funding II, LLC, GWG Holdings, Inc., Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank; (b) to pay working capital needs and expenses of the Borrower; (c) to pay any transaction costs related to such Advance and and, with respect to the First Initial Advance, to pay closing fees payable to the Lenders and the Administrative Agent; (d) with respect to the Second Initial Advance, includingto make payments to the sole equity holder of the Borrower (which such sole equity holder may distribute to its equity holders) in an amount that did not exceed $84,800,000, without limitation(e) with respect to the Second Initial Advance, to fund the Closing Fee; Reserve Account, (f) with respect to the Second Initial Advance, to pay Ongoing Maintenance Costs and (dg) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion;; and (ii) with respect to an Ongoing Maintenance Advance, (Aa) to pay Ongoing Maintenance Costs and/or (Bb) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion (it being understood that on and after the Second A&R Closing Date, Ongoing Maintenance 96324738v.8 Advances shall be used solely to pay amounts identified in clause (i) of the definition of Ongoing Maintenance Costs, unless otherwise approved in writing by the Required Lenders in their sole and absolute discretion; and (iii) with respect to an Additional Policy Advance, to make any payments to purchase Additional Policies or otherwise, in each casedistributions, as approved in writing by the Required Lenders in their sole and absolute discretion; provided that with respect to the Fourth A&R Advance, such proceeds may be used by the Borrower (A) to make a loan to the Parent, as evidenced by the Borrower/Parent Note, (B) to pay the Structuring Fee , (C) to pay any costs and expenses incurred by or on behalf of the Lenders and the Administrative Agent in connection with the Fourth A&R Advance and this Loan Agreement (including, without limitation, attorneys’ fees and any fees of the Insurance Consultant) and (D) to pay any attorneys’ fees incurred by or on behalf of the Borrower in connection with the Fourth A&R Advance and this Loan Agreement. (b) For the avoidance of doubt, all proceeds of Advances were, prior to the date hereof, deposited, and after the date hereof, shall be deposited by the Lenders (i) in accordance with Schedule 2.8 in respect of the Initial Advance and the Fourth A&R Advance, as such Schedule 2.8 may be amended from time to time, (ii) for any other Additional Policy Advance, as directed by the Lenders in their sole and absolute discretion and (iii) for any Ongoing Maintenance Advance, into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advances. The Borrower has caused and shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request.

Permitted Purposes. (a) The Borrower hereby agrees that it has not used and it shall not use the proceeds of any Advance made hereunder or under the Original Agreement except for the following purposes: (i) with respect to the Initial Advance (a) or an Additional Policy Advance, to pay the purchase price to the Sellers for the acquire Policies that became Pledged Policies on the Initial Closing Date pursuant to or will become Pledged Polices on the Sale Agreements, which shall be immediately used by the Sellers to repay indebtedness outstanding under those certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial related Subsequent Advance Date and certain of its subsidiaries and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”) dated November 10, 2014; (b) to pay working capital needs and expenses of the Borrower; (c) to pay for any transaction costs related to such Advance and to pay closing fees payable to the Lenders and the Administrative Agent, including, without limitation, the Closing Fee; and (d) to make any other payments, as legally permissible payments approved in writing by the Required Lenders in their sole discretion and absolute discretion;specified in the Proposed Initial Advance Notice or Proposed Additional Policy Advance Notice and related instructions delivered to the Securities Intermediary under the Account Control Agreement, including distributions to Imperial, payment of the Up-Front Fee, reimbursement to the Predecessor Parent Pledgor, the Parent Pledgors, Imperial or Affiliates thereof of any funds remitted in respect of the Initial Expense Deposit, the reasonable attorneys’ fees of the Borrower and the Lenders incurred in connection with the negotiation and preparation of the Transaction Documents, the payment of certain obligations owed by an Affiliate of the Borrower to Lexington Insurance Company and approved by the Administrative Agent and the related Expense Deposit; and (ii) with respect to an Ongoing Maintenance Advance, (A) to pay Ongoing Maintenance Costs Costs; (B) to pay Debt Service; (C) to pay the Administrative Agent Fee and/or (BD) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion; and (iii) with respect to an Additional Policy Advance, to make payments to purchase Additional Policies or otherwise, in each case, as approved in writing by the Required Lenders in their sole and absolute discretion. (b) For the avoidance of doubt, all proceeds of Advances were, prior to the date hereof, deposited, and after the date hereof, shall be deposited by the Lenders into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy AdvancesAdvance. The Borrower has caused and shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request. (c) For the avoidance of doubt, no proceeds of any Advance were used for or shall be used for, and no Lender shall be obligated to make any Advance for, the purposes of paying (i) any accrued interest due on any prior Advances that directly reflect the Rate Floor or [*].

Permitted Purposes. (a) The Borrower hereby agrees that it has not used and it shall not use the proceeds of any Advance made hereunder hereunder, under the Original Loan Agreement or under the Original Amended and Restated Loan Agreement except for the following purposes: (i) with respect to the Initial Advance (a) or an Additional Policy Advance, to pay the purchase price to the Sellers for the acquire Policies that became Pledged Policies on the Initial Closing Date pursuant to or will become Pledged Polices on the Sale Agreements, which shall be immediately used by the Sellers to repay indebtedness outstanding under those certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial related Subsequent Advance Date and certain of its subsidiaries and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”) dated November 10, 2014; (b) to pay working capital needs and expenses of the Borrower; (c) to pay for any transaction costs related to such Advance and to pay closing fees payable to the Lenders and the Administrative Agent, including, without limitation, the Closing Fee; and (d) to make any other payments, as legally permissible payments approved in writing by the Required Lenders in their sole discretion and absolute discretion;specified in the Proposed Initial Advance Notice or Proposed Additional Policy Advance Notice and related instructions delivered to the Securities Intermediary under the Account Control Agreement, including distributions to Imperial, payment of the Up-Front Fee, reimbursement to the Predecessor Parent Pledgor, the Parent Pledgors, Imperial or Affiliates thereof of any funds remitted in respect of the Initial Expense Deposit, the reasonable attorneys’ fees of the Borrower and the Lenders incurred in connection with the negotiation and preparation of the Transaction Documents, the payment of certain obligations owed by an Affiliate of the Borrower to Lexington Insurance Company and approved by the Administrative Agent and the related Expense Deposit (it being understood that $65,078,665.46 of the proceeds of the Additional Policy Advance that was made on December 29, 2016 was used by the Borrower solely to (i) pay interest accrued in connection with the Red Falcon Credit Facility, and (ii) prepay all of the aggregate outstanding balance of Advances and all other Obligations (each as defined under the loan agreement related to the Red Falcon Credit Facility); it being further understood that after the making of such payments, the Red Falcon Credit Facility was terminated in accordance with a master termination agreement that was entered into on December 29, 2016). (ii) with respect to an Ongoing Maintenance Advance, (A) to pay Ongoing Maintenance Costs Costs; (B) prior to November 9, 2015 only, to pay Debt Service; (C) to pay the Administrative Agent Fee and/or (BD) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion; and (iii) with respect to an Additional Policy Advance, to make payments to purchase Additional Policies or otherwise, in each case, as approved in writing by the Required Lenders in their sole and absolute discretion. (b) For the avoidance of doubt, all proceeds of Advances were, prior to the date hereof, deposited, and after the date hereof, shall be deposited by the Lenders into the Payment Account, other than the Initial Advance and any the Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advancesthat was made on December 29, 2016. The Borrower has caused and shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request. (c) For the avoidance of doubt, (i) prior to November 9, 2015, no proceeds of any Advance were used for, and no Lender was obligated to make any Advance for, the purposes of paying any accrued interest due on any prior Advances that equals the Rate Floor, (ii) on and after November 9, 2015, no proceeds of any Advance shall be used for, and no Lender shall be obligated to make any Advance for, the purposes of paying any accrued interest due on any prior Advances, regardless of whether such interest equals the Rate Floor and (iii) [*].

Permitted Purposes. (a) The Borrower hereby agrees that has not used and it shall not use the proceeds of any Advance made hereunder hereunder, under the Amended and Restated Loan Agreement or under the Original Loan Agreement except for the following purposes: (i) with respect to the First Initial Advance and the Second Initial Advance, (a) to pay the purchase price for the Subject Policies to the Sellers for the Pledged Policies on the Closing Date Parent pursuant to the Sale AgreementsPurchase Agreement, a portion of which shall be funds, with respect to the First Initial Advance, were immediately used by the Sellers to repay indebtedness outstanding under those that certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial Second Amended and certain of its subsidiaries Restated Credit and Wilmington TrustSecurity Agreement dated May 11, National Association2015, as indenture trustee (the “Indenture Trustee”) dated November 10among Parent, 2014GWG DLP Funding II, LLC, GWG Holdings, Inc., Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank; (b) to pay working capital needs and expenses of the Borrower; (c) to pay any transaction costs related to such Advance and and, with respect to the First Initial Advance, to pay closing fees payable to the Lenders and the Administrative Agent; (d) with respect to the Second Initial Advance, includingto make payments to the sole equity holder of the Borrower (which such sole equity holder may distribute to its equity holders) in an amount that did not exceed $84,800,000, without limitation(e) with respect to the Second Initial Advance, to fund the Closing Fee; Reserve Account, (f) with respect to the Second Initial Advance, to pay Ongoing Maintenance Costs and (dg) to make any other payments, as approved in writing by the Required Lenders in their sole and absolute discretion; (ii) with respect to an Ongoing Maintenance Advance, (A) to pay Ongoing Maintenance Costs and/or (B) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion; and (ii) with respect to an Ongoing Maintenance Advance, (a) to pay Ongoing Maintenance Costs and/or (b) to make any other payments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion (it being understood that on and after the Second Amended and Restated Closing Date, Ongoing Maintenance Advances shall be used solely to pay amounts identified in clause (i) of the definition of Ongoing Maintenance Costs, unless otherwise approved in writing by the Required Lenders in their sole and absolute discretion); and (iii) with respect to an Additional Policy Advance, to make any payments to purchase Additional Policies or otherwise, in each casedistributions, as approved in writing by the Required Lenders in their sole and absolute discretion; provided that with respect to the Second Amended and Restated Closing Date Advance, such proceeds shall be used by the Borrower (a) to purchase the related Subject Policies from the Parent pursuant to the Purchase Agreement, (b) to pay the Structuring Fee and the Amendment Fee, (c) to pay any costs and expenses incurred by or on behalf of the Lenders and the Administrative Agent in connection with the Second Amended and Restated Closing Date Advance and this Agreement (including, without limitation, attorneys’ fees and any fees of the Insurance Consultant) and (d) to pay any attorneys' fees incurred by or on behalf of the Borrower in connection with the Second Amended and Restated Closing Date Advance and this Agreement. (b) For the avoidance of doubt, all proceeds of Advances were, prior to the date hereof, deposited, and after the date hereof, shall be deposited by the Lenders (i) in accordance with Schedule 2.8 in respect of the Initial Advance, as such Schedule 2.8 may be amended from time to time, (ii) for any Additional Policy Advance, as directed by the Lenders in their sole and absolute discretion and (iii) for any Ongoing Maintenance Advance, into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advances. The Borrower has caused and shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request.

Permitted Purposes. (a) The Borrower hereby agrees that it shall not use the proceeds of any Advance made hereunder except for the following purposes: (i) with respect to the Initial Advance (a) or an Additional Policy Advance, to pay the purchase price acquire Policies to the Sellers for the become Pledged Policies on the Closing Date pursuant to the Sale Agreements, which shall be immediately used by the Sellers to repay indebtedness outstanding under those certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial or related Subsequent Advance Date and certain of its subsidiaries and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”) dated November 10, 2014; (b) to pay working capital needs and expenses of the Borrower; (c) to pay for any transaction costs related to such Advance and to pay closing fees payable to the Lenders and the Administrative Agent, including, without limitation, the Closing Fee; and (d) to make any other payments, as legally permissible payments approved in writing by the Required Lenders in their sole discretion and absolute discretion;specified in the Proposed Initial Advance Notice or Proposed Additional Policy Advance Notice and related instructions delivered to the Securities Intermediary under the Account Control Agreement, including distributions to Imperial, payment of the Up-Front Fee, reimbursement to the Parent Pledgor, Imperial or Affiliates thereof of any funds remitted in respect of the Initial Expense Deposit, the reasonable attorneys’ fees of the Borrower and the Lenders incurred in connection with the negotiation and preparation of the Transaction Documents, the payment of certain obligations owed by an Affiliate of the Borrower to Lexington Insurance Company and approved by the Administrative Agent and the related Expense Deposit; and (ii) with respect to an Ongoing Maintenance Advance, (A) to pay Ongoing Maintenance Costs Costs; (B) to pay Debt Service; (C) to pay the Administrative Agent Fee and/or (BD) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion; and (iii) with respect to an Additional Policy Advance, to make payments to purchase Additional Policies or otherwise, in each case, as approved in writing by the Required Lenders in their sole and absolute discretion. (b) For the avoidance of doubt, all proceeds of Advances shall be deposited by the Lenders into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advances. The Borrower shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request. (c) For the avoidance of doubt, no proceeds of any Advance shall be used for, and no Lender shall be obligated to make any Advance for, the purposes of paying (i) any accrued interest due on any prior Advances that directly reflect the Rate Floor or [*].

Permitted Purposes. (a) The Borrower hereby agrees that it shall not use the proceeds of any Advance made hereunder except for the following purposes: (i) with respect to the First Initial Advance and the Second Initial Advance, (a) to pay the purchase price for the Subject Policies to the Sellers for the Pledged Policies on the Closing Date Parent pursuant to the Sale AgreementsPurchase Agreement, a portion of which funds, with respect to the First Initial Advance, shall be immediately used by the Sellers to repay indebtedness outstanding under those that certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial Second Amended and certain of its subsidiaries Restated Credit and Wilmington TrustSecurity Agreement dated May 11, National Association2015, as indenture trustee (the “Indenture Trustee”) dated November 10among Parent, 2014GWG DLP Funding II, LLC, GWG Holdings, Inc., Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank; (b) to pay working capital needs and expenses of the Borrower; (c) to pay any transaction costs related to such Advance and and, with respect to the First Initial Advance, to pay closing fees payable to the Lenders and the Administrative Agent; (d) with respect to the Second Initial Advance, includingto make payments to the sole equity holder of the Borrower (which such sole equity holder may distribute to its equity holders) in an amount not to exceed $84,800,000, without limitation(e) with respect to the Second Initial Advance, to fund the Closing Fee; Reserve Account, (f) with respect to the Second Initial Advance, to pay Ongoing Maintenance Costs and (dg) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion;; and (ii) with respect to an Ongoing Maintenance Advance, (Aa) to pay Ongoing Maintenance Costs and/or (Bb) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion; and (iii) with respect to an Additional Policy Advance, to make any payments to purchase Additional Policies or otherwise, in each casedistributions, as approved in writing by the Required Lenders in their sole and absolute discretion. (b) For the avoidance of doubt, all proceeds of Advances shall be deposited by the Lenders (i) in accordance with Schedule 2.8 in respect of the Initial Advance, as such Schedule 2.8 may be amended from time to time, (ii) for any Additional Policy Advance, as directed by the Lenders in their sole and absolute discretion and (iii) for any Ongoing Maintenance Advance, into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advances. The Borrower shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified in the related Borrowing Request.

Permitted Purposes. (a) The Borrower hereby agrees that has not used and it shall not use the proceeds of any Advance made hereunder hereunder, under the Amended and Restated Loan Agreement or under the Original Loan Agreement except for the following purposes: (i) with respect to the First Initial Advance and the Second Initial Advance, (a) to pay the purchase price for the Subject Policies to the Sellers for the Pledged Policies on the Closing Date Parent pursuant to the Sale AgreementsPurchase Agreement, a portion of which shall be funds, with respect to the First Initial Advance, were immediately used by the Sellers to repay indebtedness outstanding under those that certain senior secured notes issued pursuant to an indenture (the “Indenture”) with Imperial Second Amended and certain of its subsidiaries Restated Credit and Wilmington TrustSecurity Agreement dated May 11, National Association2015, as indenture trustee (the “Indenture Trustee”) dated November 10among Parent, 2014GWG DLP Funding II, LLC, GWG Holdings, Inc., Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank; (b) to pay working capital needs and expenses of the Borrower; (c) to pay any transaction costs related to such Advance and and, with respect to the First Initial Advance, to pay closing fees payable to the Lenders and the Administrative Agent; (d) with respect to the Second Initial Advance, includingto make payments to the sole equity holder of the Borrower (which such sole equity holder may distribute to its equity holders) in an amount that did not exceed $84,800,000, without limitation(e) with respect to the Second Initial Advance, to fund the Closing Fee; Reserve Account, (f) with respect to the Second Initial Advance, to pay Ongoing Maintenance Costs and (dg) to make any other payments, as approved in writing by the Required Lenders in their sole and absolute discretion; (ii) with respect to an Ongoing Maintenance Advance, (A) to pay Ongoing Maintenance Costs and/or (B) to make any other paymentspayments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion; and (ii) with respect to an Ongoing Maintenance Advance, (a) to pay Ongoing Maintenance Costs and/or (b) to make any other payments or distributions, as approved in writing by the Required Lenders in their sole and absolute discretion (it being understood that (1) on and after the Second A&R Closing Date, Ongoing Maintenance Advances shall be used solely to pay amounts identified in clause (i) of the definition of Ongoing Maintenance Costs, unless otherwise approved in writing by the Required Lenders in their sole and absolute discretion, (2) no Ongoing Maintenance Advance shall be used to fund scheduled Premiums (or any other costs) on Pledged Policies that are Excluded Policies or on any Specified Third A&R Policy, including, without limitation, any Third A&R Policy that is determined by Administrative Agent to constitute an Excluded Policy after the Third A&R Closing Date), and (3) prior to the Conversion Date, no Ongoing Maintenance Advance shall be used to fund scheduled Premiums (or any other costs) on or in respect of any Third A&R Policies; and (iii) with respect to an Additional Policy Advance, to make any payments to purchase Additional Policies or otherwise, in each casedistributions, as approved in writing by the Required Lenders in their sole and absolute discretion; provided that (A) with respect to the Second A&R Advance, such proceeds shall be used by the Borrower (1) to purchase the related Subject Policies from the Parent pursuant to the Purchase Agreement, (2) to pay the Structuring Fee and the Amendment Fee, (3) to pay any costs and expenses incurred by or on behalf of the Lenders and the Administrative Agent in connection with the Second A&R Advance and this Loan Agreement (including, without limitation, attorneys’ fees and any fees of the Insurance Consultant) and (4) to pay any attorneys’ fees incurred by or on behalf of the Borrower in connection with the Second A&R Advance and the Second Amended and Restated Loan Agreement, and (B) with respect to the Third A&R Advance, such proceeds shall be used by the Borrower solely (1) to pay a portion of the purchase price to the Third A&R Transferor for the purchase of the Third A&R Policies pursuant to the Third A&R Xxxx of Sale, (2) to pay the Third A&R Structuring Fee, (3) to pay any costs and expenses incurred by or on behalf of the Lenders and the Administrative Agent in connection with the Third A&R Advance and this Loan Agreement (including, without limitation, attorneys’ fees and any fees of the Insurance Consultant) and (4) to pay any attorneys’ fees incurred by or on behalf of the Borrower in connection with the Third A&R Advance and this Loan Agreement. (b) For the avoidance of doubt, all proceeds of Advances were, prior to the date hereof, deposited, ‎and after the date hereof, shall be deposited by the Lenders (i) in accordance with Schedule 2.8 ‎in respect of the Initial Advance and the Second A&R Advance, as such Schedule 2.8 may be amended from time to time, (ii) ‎for any other Additional Policy Advance, as directed by the Lenders in their sole and absolute ‎discretion and (iii) for any Ongoing Maintenance Advance, into the Payment Account, other than the Initial Advance and any Additional Policy Advances. All proceeds of the Initial Advance shall be deposited by the Lenders in accordance with Schedule 2.8. All proceeds of any Additional Policy Advances shall be deposited by the Lenders in accordance with a schedule to be agreed upon by the Borrower and the Lenders prior to the making of such Additional Policy Advances. The Borrower ‎Borrower has caused and shall cause any amounts on deposit in the Payment Account to be distributed ‎distributed by the Securities Intermediary in accordance with the terms of the Account Control Agreement‎Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as specified ‎specified in the related Borrowing Request.Request.‎