Borrowers will not use the proceeds of any Loan made hereunder for any purpose other than (a) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, (b) to finance ongoing working capital needs of the Borrowers and their Subsidiaries (including, without limitation, payments with respect to the Carveout) in accordance with the Approved Budget and Financing Order, (c) to provide payments of "adequate protection" (as set forth in Section 361 of the Bankruptcy Code) in favor of the Prepetition Lenders as provided in the Financing Order, and (d) otherwise consistent with the terms and conditions hereof.