The Company shall use the net proceeds from the sale of the Notes hereunder for working capital purposes and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, other than the repurchase of equity interests of employees in connection with a termination of service, (b) for the settlement of any outstanding litigation or (c) in violation of FCPA or OFAC regulations. The Company shall use its working capital and net proceeds to pay down the trade payables and accrued expense referred to in Section 4.1(ll) in a manner which optimizes its ongoing relationships with trade vendors and other persons to whom such amounts are owed.