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 to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes. 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 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 assets of the Company 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 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 use the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, repay short-term debt and for general corporate purposes, and in compliance with all laws referenced in Section 5.16. 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 Board of Governors of the Federal Reserve System (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 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 assets of the Company 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, for repayment of short-term indebtedness and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 53% 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 53% of the value of such assets. As used in this Section 5.14Section, 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 maturing debt, to fund various capital expenditures as set forth in "The Offering and working capital needs, and for general corporate purposesUse of Proceeds" section of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, refinance existing Debt and for general corporate purposespurposes of the Company. No part of the proceeds from the sale of the Notes hereunder will be used, directly -10- 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in the “Proposed Financing” description of the Executive Summary of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 (a) to pay maturing debt, to fund various capital expenditures and working capital needs, and refinance existing intercompany Indebtedness of the Company and/or (b) for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 The Company or its Subsidiaries do not own any margin stock does not constitute more than 5% of the value of the assets of the Company and the Company does not have any present intention that it or any of its Subsidiaries will own any margin stock will constitute more than 5% of the value of such assetsstock. As used in this Section 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 Series 1997-A Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in Schedule 5.14. 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 any margin stock within the meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 valueof 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and as set forth in the applicable Request for general corporate purposesPurchase. 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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U. Section 5.15

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures as set forth in “The Offering and working capital needs, and for general corporate purposesUse of Proceeds” of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, and repay certain existing Indebtedness and/or for other general corporate purposes. 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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes of the Company. 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 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, repay existing Indebtedness and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debtas set forth in Schedule 5.14. Except as described in Schedule 5.14, to fund various capital expenditures and working capital needs, and for general corporate purposes. No 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 G of the Board of Governors of the Federal Reserve System (12 CFR 221207), ; 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 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 5.14Section, 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 Series A Notes to pay maturing debt, to fund various capital expenditures and working capital needs, refinance short-term debt and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and Bonds for general corporate purposes, and in compliance with all laws referenced in Section 5.16. 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 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 assets of the Company Company, 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 5.14Section, 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 of any Series as set forth in Schedule 5.14 to pay maturing debt, to fund various capital expenditures and working capital needs, and the Supplement for general corporate purposesthe Notes of such Series. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 will be used to pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing Indebtedness and for general corporate purposes, including acquisitions. 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 in violation 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 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 -12- 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, or refinance part of the costs of the Key Acquisition and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes (including the repayment of Debt of the Company and its Subsidiaries). 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 Board of Governors of the Federal Reserve System (12 CFR 221222), 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 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 5.14Section, 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 maturing debt, repay indebtedness to fund various capital expenditures and working capital needs, banks and for other general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures the repayment in full of the September 2014 Loan and working capital needs, and for other general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, hereunder to fund various capital expenditures and working capital needs, an acquisition and for general corporate purposes. 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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, repay short-term debt and for general corporate purposes, including funding capital expenditure requirements. 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 Board of Governors of the Federal Reserve System (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 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 assets of the Company 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, the repayment of Indebtedness of the Company and for general corporate purposesworking capital. 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 Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposeshereunder as set forth in Section 9.11 (Use of Proceeds). 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 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 assets of the Company 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 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 Shelf Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and as set forth in the applicable Request for general corporate purposesPurchase. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, reduce short term borrowings and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (12 CFR 221207), 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 X of said Board (12 CFR CPR 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 51.00% 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 51.00% of the value of such assets. As used in this Section 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposeshereunder as set forth in Section 2 of the Memorandum. 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 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 5.14Section, 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. Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and as set forth in the applicable Request for general corporate purposesPurchase. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, reduce short-term borrowings and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 51.00% 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 51.00% of the value of such assets. As used in this Section 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in Schedule 5.14. 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 any margin stock within the meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 5.14Section, 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 working and general capital requirements to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesoff/refinance other Debt. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 2016 Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes, including funding capital expenditures and investments. No part of the proceeds from the sale of the 2016 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 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 5.14Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.U. 5.16

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2017 Notes to pay maturing debt, to fund various capital expenditures refinance existing debt and working capital needs, and for general corporate purposes. No part of the proceeds from the sale of the Series 2017 Notes hereunder under the First Supplement 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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes, such as the acquisition of property and working capital requirements. 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 Board of Governors of the Federal Reserve System (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 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 assets of the Company Company, 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 5.14Section, 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 Parent Corporation and the Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in SCHEDULE 5.1.14. 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 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 securities under such circumstances as to involve the Company Parent Corporation 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 Parent Corporation and its Subsidiaries and the Company Parent Corporation 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing indebtedness and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, and refinance existing Indebtedness and/or for general corporate purposes. 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 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 assets of the Company Consolidated Total Assets 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing Indebtedness and for general corporate purposes. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes and to refinance Debt as set forth 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 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and hereunder for general corporate purposes, including the repayment of indebtedness. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, refinance existing indebtedness and for other general corporate purposespurposes of the Company. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, finance a dividend payable to fund various capital expenditures and working capital needs, FTI and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 the Company its Subsidiaries and 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in [describe relevant section] of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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. assets.10 As used in this Section 5.14Section, the terms “margin stock” and “purpose of buying 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes. 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 G of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 assets of the Company and its 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 5.14Section, 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 Series 2022A Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposeshereunder as described in Schedule 5.14. No part of the proceeds from the sale of the Series 2022A 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 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 525.0% 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 525.0% of the value of such assets. As used in this Section 5.14Section, 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 Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and hereunder for general corporate purposesthe purpose set out in the applicable Supplement. 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 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 stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and none of the Company does not have Obligors has any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, originate new investments and for general corporate purposes. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures hereunder for refinancing of debt and working capital needs, and for other general corporate purposes. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and hereunder for general corporate purposes. 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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U. Section 5.15.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, refinance Debt of the Company as set forth in Schedule 5.14 and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, solely as set forth in SCHEDULE 5.14 and for general corporate purposesno other purpose. 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 G of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures as set forth in “The Offering and working capital needs, and for general corporate purposesUse of Proceeds” section of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 2010 Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in the Section entitled “Proposed Offering” in the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in Part I.E of the Memorandum. 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 Board of Governors of the Federal Reserve System (12 CFR 221)) in violation of said Regulation U, 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 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 used in this Section 5.14Section, 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 2021A Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposeshereunder as described in Schedule 5.14. No part of the proceeds from the sale of the Series 2021A 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 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 525.0% 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 525.0% of the value of such assets. As used in this Section 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesWarrants as set forth in Schedule 7.14. 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 any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes, to repay Indebtedness and to fund capital expenditures. 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 Board of Governors of the Federal Reserve System (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 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 525% of the value of such assets. As used in this Section 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, repay short-term debt and for general corporate purposes, including funding capital expenditure requirements. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposeshereunder as set forth in Section 1.3 of the Memorandum. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 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 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 5.5% 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 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, and refinance existing Indebtedness and/or for general corporate purposes. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 purpose, whether immediate, incidental or ultimate, 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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” term "MARGIN STOCK" shall have the meanings meaning assigned to them it in said Regulation U.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures as set forth in the “Summary of Terms and working capital needs, and for general corporate purposesConditions” of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and of any Series as set forth in the Request for general corporate purposesPurchase for such Notes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures hereunder for refinancing of debt and working capital needs, and for other general corporate purposes. 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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U. Section 5.15.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the 2009 Notes to pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing Debt outstanding under the Bank Agreement and for general corporate purposes. No part of the proceeds from the sale of the 2009 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 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 51.00% 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 51.00% of the value of such assets. As used in this Section 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing Indebtedness and for general corporate purposes. 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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U. Gas Natural Inc. Note Purchase Agreement

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures repay short-term Debt and working capital needs, seasonal Debt and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, refinance existing indebtedness and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 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 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 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes. 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 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 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 5.14Section, 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 maturing debtdown bank revolving, to fund various capital expenditures term and working capital needs, bridge loans and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 51.00% 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 51.00% of the value of such assets. As used in this Section 5.14Section, 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 2013-A Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes of the Company. No part of the proceeds from the sale of the Series 2013-A Notes hereunder pursuant to the First Supplement 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 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 total 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing debt and for general corporate purposes. No part of the proceeds from the sale of the Series 2020 Notes hereunder under the Fourth Supplement 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 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 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 to pay maturing debt, to fund various capital expenditures and working capital needs, refinance or repay Debt of the Company and for general corporate purposes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes, including to repay or to replace funds already used to repay debt. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, used 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 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 5.14Section, 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 pay maturing debtrepay existing Indebtedness, to fund various capital expenditures and working capital needs, new Investments and for general corporate purposes. 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 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% part 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 part of such assets. As used in this Section 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes and for refinancing existing indebtedness. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in [describe relevant section] of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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. assets.5 As used in this Section 5.14Section, the terms “margin stock” and “purpose of buying 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 pay maturing debt, to fund various capital expenditures and working capital needs, ___ and for general corporate purposes. 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 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 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 5.14Section, 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 pay maturing debt, to fund various capital expenditures and working capital needs, the repayment of Indebtedness and for general corporate purposes. 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 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 any Credit Party 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 Parent and its Subsidiaries and the Company Parent 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 any margin stock within the meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in [describe relevant section] of the Memorandum. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, repay existing bank Debt and for general corporate purposes. 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 G of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 5.14Section, 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 each Advance will be used only for the sale purpose of financing the acquisition of the Notes to pay maturing debt, to fund various capital expenditures Property and working capital needs, the payment of Fees and for general corporate purposesTransaction Expenses incurred in connection therewith. No part of the proceeds from the sale of the Notes hereunder an Advance 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 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 Lessee Guarantor and its Subsidiaries and the Company Lessee Guarantor 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, refinance existing Debt and for general corporate purposespurposes of the Company. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U. Stericycle, Inc. Note Purchase Agreement

Use of Proceeds; Margin Regulations. The Company Co-Issuers will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth in Schedule 6.14. 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 any margin stock within the meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221207), or for the purpose of buying or carrying or trading in any Securities securities under such circumstances as to involve the Company any Co-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 Co-Issuers and the Company does Co-Issuers do not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes and for repayment of bank debt. 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 Board of Governors of the Federal Reserve System (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 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, 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 5.14Section, 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 Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 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 securities under such circumstances as to involve the Company 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 Holdings and its Restricted Subsidiaries and the Company does Obligors do not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 any margin stock within the meaning of Regulation U G of the Board of Governors of the Federal Reserve System (12 CFR 221)207) under such circumstances as to involve a violation of such Regulation, 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 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 5.14Section, 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 to pay maturing debt, to fund various capital expenditures and working capital needs, refinance existing Indebtedness and for other general corporate limited liability company purposes. 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, repay certain existing Indebtedness of the Company and for general corporate purposes. 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 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 Obligors and their Subsidiaries and the Company does Obligors do not have any present intention that margin stock will constitute more than 510% of the value of such assets. As used in this Section 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposespurposes and to refinance Indebtedness as set forth 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 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and as set forth in the Request for general corporate purposesPurchase of such Notes. 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 Board of Governors of the Federal Reserve System (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 in a violation of Regulation X of said such Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said such 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 Restricted 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 5.14Section, the terms “margin stock” and “purpose of buying 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 2013A Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesrepay existing Indebtedness. No part of the proceeds from the sale of the Series 2013A 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 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 5.14Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.U of the Board of the Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder to pay maturing debt, to fund various capital expenditures acquire new properties and working capital needs, and for general corporate purposesrepay amounts outstanding on an existing credit facility. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, 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 Note Purchase Agreement

Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposesas set forth 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 any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221207), 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 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 5.14Section, 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 maturing debt, to fund various capital expenditures and working capital needs, and of any Series as set forth in the Request for general corporate purposesPurchase for such Notes. 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 Board of Governors of the Federal Reserve System (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 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 5.14Section, the terms “"margin stock” " and “"purpose of buying or carrying” " shall have the meanings assigned to them in said Regulation U.