The Company agrees that it shall use the proceeds from the sale of the Securities for such purposes as determined from time to time by its Board of Directors; provided that the Company shall not use the proceeds from the sale of the Securities for recapitalization transactions, dividend payments, repurchases of its Equity Securities or repayments of Company or Subsidiary indebtedness (provided that the Company may use proceeds to reduce amounts outstanding under its revolving credit facility other than in connection with a permanent reduction of borrowing capacity thereunder), in each case occurring within one (1) year of the Closing.