The proceeds of the Loan funded at Closing shall be used to (i) repay any existing indebtedness of Borrower secured by any mortgage encumbering all or any part of the Property; (ii) pay the fees owing to Lender and all reasonable costs and expenses incurred by Lender, including the reasonable legal fees and expenses of counsel to Lender, and the costs and expenses for title insurance, survey, recordation, and other expenses related to the Loan approved by Lender, which approval will not be unreasonably withheld; (iii) establish the Reserves required hereunder and make the initial deposits therein, (iv) to pay certain costs associated with the merger of certain Affiliates of Borrower (which shall be deemed equity distributions by Borrower for such purpose), and (v) to pay such other costs as are listed on the closing statement for the Loan approved by Lender, and to the extent of any proceeds remaining after clauses (i) through (v), for such lawful purpose as Borrower shall designate, provided such purpose does not violate the terms of any Loan Documents.