(a) The proceeds of the Heartland Facilities shall be used to finance the Heartland Acquisition Costs and (b) the proceeds of the other Loans shall be used solely (i) to refinance existing Indebtedness and pay fees, costs and expenses related thereto (ii) to finance Acquisitions and the fees and expenses related thereto, (iii) to pay fees and expenses incurred in connection with this Agreement and/or (iv) for other lawful corporate purposes (including, without limitation, share repurchases).