The Credit Parties will use the proceeds (a) on the Closing Date, to (i) finance a portion of the consideration payable in connection with the consummation of the Healthland Acquisition in an amount not to exceed $150,000,000, (ii) refinance the Existing Indebtedness, and (iii) fund the Healthland Acquisition Costs, and (b) after the Closing Date, (i) to finance the ongoing working capital requirements and other general corporate purposes and (ii) to finance Permitted Acquisitions and to pay fees, costs and expenses in connection therewith whether or not consummated, in each case not in contravention of Applicable Laws or of any Credit Document. No portion of the proceeds of any Credit Extension shall be used, and each Credit Party shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Credit Extension (i) to refinance any commercial paper, (ii) in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate any applicable Sanctions, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System as in effect from time to time or any other regulation thereof or to violate the Exchange Act, (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (iv) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country.