No Borrower or Guarantor is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. None of the proceeds of the Loans or Letter of Credit Accommodations shall be used directly or indirectly for the purpose of purchasing or carrying any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any other purpose that violates the provisions of Regulation T, U or X issued by the FRB.

Margin Stock. No Borrower or Guarantorits Domestic Subsidiaries is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying any Margin Stock. None of theNo Loan proceeds of the Loans or LetterLetters of Credit Accommodations shallwill be used directlyby Borrowers to purchase or indirectly for the purpose of purchasingcarry, or carryingto reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any otherrelated purpose that violates the provisions of Regulationgoverned by Regulations T, U or X issued byof the FRB.Board of Governors.

Section # Margin Regulations. None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation U or for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X. Neither the Borrower or Guarantornor any of its Subsidiaries is engaged or will be engaged, principallyprincipally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. None of the proceeds of the Loans or Letter of Credit Accommodations shall be used directly or indirectly for the purpose of purchasing or carrying any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any other purpose that violates the provisions of Regulation T, U or X issued by the FRB.“margin stock”.

#None of the Borrower or Guarantorany of its Restricted Subsidiaries is engaged orand will be engaged,engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock,margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying Margin Stock. None of themargin stock, and # no proceeds of theany Loans or drawings under any Letter of Credit Accommodations shallwill be used directlyto purchase or indirectly for the purpose of purchasing or carryingcarry any Margin Stockmargin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purposemargin stock in violation of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any other purpose that violates the provisions of Regulation T, U or X issued by the FRB.

Section # Federal Reserve Regulations, Etc. No Borrower or Guarantornor any of its Subsidiaries is engaged or will be engaged, principallyprincipally, or as one of itstheir important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasingbuying or carrying Margin Stock. NoneImmediately before and after giving effect to the making of each Loan and the issuance of each Letter of Credit, Margin Stock will constitute less than 25% of each Borrower's assets as determined in accordance with Regulation U. No part of the proceeds of the Loansany Loan or any Letter of Credit Accommodations shallwill be usedused, whether directly or indirectly for the purpose of purchasingindirectly, and whether immediately, incidentally or carryingultimately, # to purchase, acquire or carry any Margin Stock or to extend credit to others for any purpose that entails a violation of, or that is inconsistent with, the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause anyprovisions of the Loans or Letterregulations of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any other purpose that violates the provisions ofBoard, including Regulation T, U or X issued by the FRB.or # for any purpose that would violate any Anti-Corruption Laws or applicable Sanctions.

No Borrower or Guarantor is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. Nonepart of the proceeds of the Loansany Loan or Letter of Credit Accommodations shallwill be usedused, whether directly or indirectly for the purpose of purchasingindirectly, and whether immediately, incidentally or carrying anyultimately, # to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducingStock or retiring anyto refund Indebtedness that was originally incurred to purchasefor such purpose or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or# for any other purpose that violatesentails a violation of, or that is inconsistent with, the provisions of Regulationthe Regulations of the Board, including Regulations T, U or X issued by the FRB.X.

Section # Margin Stock. None of the Borrower or Guarantorany Restricted Subsidiary is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock,carrying, or extending credit for the purpose of purchasing or carrying Margin Stock. Nonecarrying, margin stock (within the meaning of Regulation U issued by the Board), and no proceeds of the Loansany Loan or any Letter of Credit Accommodations shallwill be used directlyto purchase or indirectly for the purpose of purchasing or carryingcarry any Margin Stockmargin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purposemargin stock in violation of reducingRegulation U or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, orRegulation X issued by the FRBBoard and all official rulings and interpretations thereunder or for any other purpose that violates the provisions of Regulation T, U or X issued by the FRB.thereof.

Margin Stock. None of Parent, any Loan Party or Guarantorany of their respective Subsidiaries is engaged or will be engaged, principallyprincipally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying any Margin Stock. NoneNo part of the proceeds of the Loans or Letter of Credit Accommodations shallmade to Borrower will be used directlyto purchase or indirectly for the purpose of purchasing or carryingcarry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRBStock or for any other purpose that violates the provisions of Regulation T, U or X issued byof the FRB.Board of Governors.

None of the Loan Parties is engaged or will be engaged,engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock,margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying Margin Stock. None of themargin stock and no proceeds of the Loansany Borrowings or drawings under any Letter of Credit Accommodations shallwill be used directlyto purchase or indirectly for the purpose of purchasing or carryingcarry any Margin Stockmargin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, formargin stock. Neither the purposemaking of reducing or retiring any Indebtedness that was originally incurred to purchase or carryCredit Extension hereunder nor the use of proceeds thereof will violate any Margin Stock, that might cause anyregulations of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any other purpose that violatesFRB, including the provisions of RegulationRegulations T, U or X issued byof the FRB. At the time of each Credit Extension occurring on or after the Closing Date, not more than 25% of the value of the assets of the Borrower and the Restricted Subsidiaries taken as a whole will constitute margin stock.

No Borrower or Guarantor is engaged or will be engaged,engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock,margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying Margin Stock. None of the proceeds of the Loans or Letter of Credit Accommodations shall be used directly or indirectly for the purpose of purchasing or carrying any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock, that might cause any of the Loans or Letter of Credit Accommodations to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB or for any other purpose that violates the provisions of Regulation T, U or X issued by the FRB.margin stock.