Common use of Use of Proceeds; Margin Regulations Clause in Contracts

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14. None of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.146.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Issuer will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company Issuer and its Subsidiaries and the Company Issuer does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Shelf Notes for the purposes as set forth in Schedule 5.14the applicable Request for Purchase. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Issuer will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 510% of the value of the consolidated assets of the Company Issuer and its Subsidiaries and the Company Issuer does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for general corporate purposes of the purposes set forth in Schedule 5.14Company. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Issuer will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 22424) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company Issuer and its Subsidiaries and the Company Issuer does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 520% of the value of the consolidated assets of the Company Obligors and its Subsidiaries HIL, and the Company does Obligors and HIL do not have any present intention that margin stock will constitute more than 520% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for hereunder as described in the purposes set forth in Schedule 5.14applicable Supplement. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U. Agree Limited Partnership Uncommitted Master Note Facility

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Shelf Notes for the purposes as set forth in Schedule 5.14the applicable Request for Purchase. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation G or Regulation U of the Board of Governors of the Federal Reserve System, or for the purpose of buying or carrying or trading in any Securities securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220)Board. Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 50% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 50% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Restricted Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply use the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14hereunder to refinance existing Indebtedness. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 515% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 515% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.146.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets Consolidated Assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Issuer will apply the proceeds of the sale of the Notes for in the purposes set forth manner described in Schedule 5.14the Information Document. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the FRB (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities securities under such circumstances as to involve the Company Issuer in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board the FRB (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board the FRB (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company Issuer and its the Issuer’s Subsidiaries and the Company does not have any Issuer has no present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the applicable Request for Purchase. None No part of the proceeds from the sale of the any Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 520% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 50% of the value of the consolidated assets of the Company and its Restricted Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 50% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the Net proceeds of from the sale of the Series Notes will be used for the purposes set forth in Schedule 5.14and for general corporate purposes. None No part of the proceeds from the sale of the Series Notes hereunder pursuant to the Supplement will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5[ ]% of the value of the consolidated assets of the Company Parent and its Subsidiaries and the Company Parent does not have any present intention that margin stock will constitute more than 5[ ]% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the general corporate purposes set forth and in Schedule 5.14compliance with all laws referenced in Section 5.16. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.G.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 510% of the value of the consolidated total assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the Presentation. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this SectionSection 5.14, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder for the purposes set forth in Schedule 5.14refinancing of debt and other general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the general corporate purposes set forth in Schedule 5.14and for refinancing existing indebtedness. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Restricted Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.145.17. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR Part 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR Part 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR Part 220). Margin stock does not constitute more than 510% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Obligors will apply the proceeds of the sale of the Series Notes to and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Series Notes hereunder pursuant to the Supplement will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve any Obligor in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company any Obligor and its Subsidiaries and the Company does not have no Obligor has any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Issuer will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% any of the value of the consolidated assets of the Company Issuer and its Subsidiaries and the Company Issuer does not have any present intention that margin stock will constitute more than 5% any of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series Notes to and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Series Notes hereunder pursuant to the Supplement will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None of the proceeds from of the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 50% of the value of the consolidated assets of the Company and its Restricted Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 50% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the Net proceeds of from the sale of the Series Notes will be used for the purposes set forth in Schedule 5.14and for general corporate purposes. None No part of the proceeds from the sale of the Series Notes hereunder pursuant to the Supplement will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company Parent and its Subsidiaries and the Company Parent does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series A Notes to refinance short-term debt and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply use the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14lawful corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries Obligors and the Company does Obligors do not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.G.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51.0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51.0% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.G.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Restricted Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As Stepan Company Note Purchase Agreement used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.145.12. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2020 Notes for the purposes set forth hereunder as described in Schedule 5.14. None No part of the proceeds from the sale of the Series 2020 Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 510% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay Indebtedness and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 50% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 50% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to refinance existing indebtedness and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying, or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes of any Series as set forth in Schedule 5.14the Request for Purchase for such Notes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the general corporate purposes set forth in Schedule 5.14and for repayment of bank debt. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52.0% of the value of the consolidated assets of the Company and its Subsidiaries Subsidiaries, and the Company does not have any present intention that margin stock will constitute more than 52.0% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder for the purposes set forth in Schedule 5.14a stock buyback and/or general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 515% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 515% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14Section I.D. of the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to refinance outstanding indebtedness and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 520% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 520% of the value of such assets. As - xii - used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 50.0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 50.0% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to finance a dividend payable to FTI and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51.0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company each Obligor does not have any present intention that margin stock will constitute more than 51.0% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule SCHEDULE 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes Bonds hereunder will be used for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes Bonds hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries Subsidiaries, and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this SectionSection 5.14, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None Except as described in Schedule 5.14, no part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221) 207); or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.G.

Use of Proceeds; Margin Regulations. The Company Obligors will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve either of the Obligors in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin Neither Obligor nor any of their respective Subsidiaries owns any margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have neither Obligor has any present intention that to carry or purchase margin stock will constitute more than 5% of the value of such assetsstock. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% any of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% any of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.U. -10-

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more constitutes less than 5% of the value of the consolidated assets of the Company and its Subsidiaries Subsidiaries, as determined by any reasonable method, and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assetsassets as so determined. As used in this Section, the terms “margin stock” "MARGIN STOCK" and “purpose of buying or carrying” "PURPOSE OF BUYING OR CARRYING" shall have the meanings assigned to them in said Regulation U.G.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Restricted Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series Notes to and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Series Notes hereunder pursuant to the Supplement will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 510% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes and Warrants as set forth in Schedule 5.147.14. None No part of the proceeds from the sale of the Notes and Warrants hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets Consolidated Assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 55.0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 55.0% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes to repay Debt as set forth in Schedule 5.145.14 and for general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries Subsidiaries, or the consolidated assets of the Company and its Subsidiaries, and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14hereunder to refinance existing Indebtedness. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company Parent and its Subsidiaries and neither the Parent nor the Company does not have has any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes Bonds for the purposes set forth in Schedule 5.14repayment of existing debt and other general corporate purposes. None No part of the proceeds from the sale of the Notes Bonds hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve <PAGE> the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5.5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 55.0% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the general corporate purposes set forth in Schedule 5.14and to fund growth opportunities. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series B Notes for the purposes set forth as provided in Schedule 5.14Section 9.7. None No part of the proceeds from the sale of the Series B Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve either Obligor in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company Guarantor and its Subsidiaries and the Company Guarantor does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “"margin stock” stoc ' and “''purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries Subsidiaries, and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to repay existing Indebtedness and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14working and general capital requirements. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Additional Notes for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 510% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in as described on Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries Subsidiaries, and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying buy ing or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14Section 2 of the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to repay existing Indebtedness and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2007A Notes for general corporate purposes of the purposes set forth in Schedule 5.14Company. None No part of the proceeds from the sale of the Series 2007A Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company Issuer will apply the proceeds of the sale of the Notes for the purposes hereunder as set forth in Schedule 5.14the Memorandum. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 22424) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company Parent and its Subsidiaries and the Company Parent does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to repay existing Indebtedness and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 52% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 52% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 51% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 51% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets Consolidated Assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Shelf Notes for the purposes as set forth in Schedule 5.14the applicable Request for Purchase. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder to originate new investments and for the purposes set forth in Schedule 5.14general corporate purposes. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 525% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 525% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 1997-A Notes for the purposes as set forth in Schedule 5.14. None No part of the proceeds from the sale of the Series 1997-A Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221) 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.G. For purposes of the foregoing, margin stock shall not include common stock of the Company held in its treasury.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14working and general capital requirements to pay off/refinance other Debt. None No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve margin stock within the Company in a violation meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) ), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.