Common use of Existing Indebtedness; Future Liens Clause in Contracts

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent, the Issuer and its the Subsidiaries as of April 30March 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2016 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Parent, the Issuer or its the Subsidiaries. Neither None of the Company nor Parent, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent, the Issuer or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent, the Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent, the Issuer and its the Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2016 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Parent, the Issuer or its the Subsidiaries. Neither None of the Company nor Parent, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent, the Issuer or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent, the Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 4.17 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled which, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amountsaggregate, interest ratesdoes not exceed $50,000 (such scheduled and unscheduled Indebtedness, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries“Existing Indebtedness”). Neither the Company nor any Subsidiary of the Company is in default default, and no waiver of default is currently in effect, in the payment of any the principal of or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice or the notice, lapse of time, time or both, would permit) one or more Persons any Person to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. Neither the Company nor any of its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (other than Indebtedness which does not exceed $5,000,000 in the aggregate and any surety, guaranty or other similar arrangements entered into in the ordinary course of business and not in respect of any borrowed money Indebtedness) as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guaranty thereof, if any), ) since which date to the date hereof there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor, the Company and its their respective Subsidiaries as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2017 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor, the Company or its their respective Subsidiaries. Neither the Parent Guarantor, the Company nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent Guarantor, the Company or any Subsidiary such Subsidiary, and no event or condition exists with respect to any Indebtedness of the Parent Guarantor, the Company or any Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (other than Indebtedness which does not exceed $5,000,000 in the aggregate and any surety, guaranty or other similar arrangements entered into in the ordinary course of business and not in respect of any borrowed money Indebtedness) as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2009 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guaranty thereof, if any), ) since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries in a principal amount of $10,000,000 or greater as of April September 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2011 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guaranty Obligations thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Restricted Subsidiary that is outstanding in an aggregate principal amount of greater than $1,000,000, and no event or condition exists with respect to any such Indebtedness of the Company or any Subsidiary Restricted Subsidiary, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (excluding (1) Indebtedness owing by any Subsidiary to another Subsidiary or to the Company and (2) for the avoidance of doubt, any operating lease obligations) as of April 30June 13, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2016 (including a description descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty Obligations thereof) the outstanding principal amount outstanding and collateral therefor, if any, and guaranty thereof, if anyof which exceeds $1,500,000 (or its equivalent in other currencies), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries not set forth on Schedule 5.15 does not exceed $15,000,000 (or its equivalent in other currencies). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary the outstanding principal amount of which exceeds $10,000,000 and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries which forms part of Consolidated Total Debt as of April 30May 26, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2008 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company Company, the Trust or its Subsidiaries. Neither None of the Company nor Company, the Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company Company, the Trust or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30June 1, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2015 (including a description of the obligors and obligeesobligors, principal amount outstanding and collateral therefortherefore, if any, and guaranty any Guaranty thereof, if any), ) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Company or its SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness for Borrowed Money of the Company and its Subsidiaries as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2012 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness for Borrowed Money of the Company or any of its SubsidiariesSubsidiaries except as otherwise set forth in Section 1.4 of the Memorandum. Neither the Company nor any Subsidiary is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for Borrowed Money of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness for Borrowed Money of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness for Borrowed Money to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a list, which is complete and correct list in all Material respects, of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries which forms part of Consolidated Total Debt as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2008 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company Company, the Trust or its Subsidiaries. Neither None of the Company nor Company, the Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company Company, the Trust or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its their respective Subsidiaries as of April November 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2017 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Trust, the Company or its their respective Subsidiaries. Neither Except as disclosed in Schedule 5.15, neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, the Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries their respective Subsidiaries, on a pro-forma basis as of April 30August 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2016 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Trust, the Company or its their respective Subsidiaries. Neither Except as disclosed in Schedule 5.15, neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, the Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30November 3, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2021 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries, other than, as of the Second Closing Date, additional Indebtedness permitted pursuant to this Agreement. Neither As of November 3, 2021, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and to the knowledge of the Company no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither As of , neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. [ADD ANY ADDITIONAL REPRESENTATIONS AS APPROPRIATE AT THE TIME THE SERIES NOTES ARE ISSUED] [FORM OF SERIES NOTE]

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Obligors and its their Subsidiaries as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2001, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Obligors or its their Subsidiaries. Neither of the Company Obligors nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Obligors or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Obligors or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, neither of the Obligors nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.8.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than intercompany Indebtedness) with an aggregate outstanding principal amount in excess of the Company $5,000,000 of each Obligor and its Subsidiaries as of April November 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2005 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company any Obligor or its SubsidiariesSubsidiaries except as described in said Schedule 5.15. Neither the Company No Obligor nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company any Obligor or any such Subsidiary and no event or condition exists with respect to any Indebtedness having an outstanding principal amount of the Company at least $5,000,000 of any Obligor or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent, the Issuer and its the Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2019 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Parent, the Issuer or its the Subsidiaries. Neither None of the Company nor Parent, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent, the Issuer or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent, the Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30March 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2021 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries, other than, as of the Second Closing Date, additional Indebtedness permitted pursuant to this Agreement. Neither As of March 31, 2021, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 8.15 hereto 2019 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2019 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or and its SubsidiariesSubsidiaries (excluding commercial paper). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30July 15, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2008 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guaranty thereof, if any)) excluding Indebtedness having an unpaid aggregate principal amount of less than $50,000 as of July 15, 2008, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all individual items of outstanding Indebtedness of the Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2019 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of April 30March 27, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)1999, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (ai) Except as described therein, Schedule 8.15 hereto 5(o) (as revised and replaced on the Second Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries which forms part of Consolidated Total Debt as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company or its Subsidiaries. Neither None of the Company nor or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Issuers and its their Subsidiaries as of April 30August 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2003, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of either of the Company Issuers or its Subsidiariesany Subsidiary. Neither of the Company Issuers nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of either of the Company Issuers or any Subsidiary and no event or condition exists with respect to any Indebtedness of either of the Company Issuers or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries which forms part of Consolidated Total Debt as of April 30March 11, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company Company, the Trust or its Subsidiaries. Neither None of the Company nor Company, the Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company Company, the Trust or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than (i) intercompany Indebtedness and (ii) Indebtedness with an aggregate principal amount of less than $5,000,000) of the Company and its Subsidiaries as of April 301, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2019 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all individual items of outstanding Indebtedness of the Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2021 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30October 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)1997, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.3.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $500,000,000) as of April 3013, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2022, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of April 13, 2022, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $500,000,000) as of April 30October 11, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2022, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of October 11, 2022, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $150,000,000) as of April 30February 1, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2024 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of February 1, 2024, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. AG Twin Brook Capital Income Fund Master Note Purchase Agreement

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent, the Issuer and its the Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2018 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Parent, the Issuer or its the Subsidiaries. Neither None of the Company nor Parent, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent, the Issuer or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent, the Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as Stepan Company Amended and Restated Note Agreement of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2002, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for borrowed money or Capitalized Leases of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $125,000,000) as of April 30August 10, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of August 10, 2023, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all individual items of outstanding Indebtedness of the Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of April 30March 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2021 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Obligors and its their Subsidiaries as of April 30March 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2017 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Contingent Obligations in respect thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Obligors or its Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15 and except for amounts that may be borrowed under the Credit Agreement between the date of this Agreement and the Second Closing. Neither the Company Obligors nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company any Obligor or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company any Obligor or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 8.13 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, ICON and its their Subsidiaries as of April 30, 2010 (pro forma to show the consummation date of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)Agreement, since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Company, ICON or its their Subsidiaries. Neither the Company Company, ICON nor any Subsidiary of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, ICON or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, ICON or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 8.15 hereto 2020 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2020 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or and its SubsidiariesSubsidiaries (excluding commercial paper). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of April 30August 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2004, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except (i) as described thereintherein and (ii) the Indebtedness of the Company and its Subsidiaries in connection with the Notes, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) date hereof (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 to the [Number] Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Significant Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) [__________] (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Significant Subsidiaries. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Issuer and its Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2014 (including a description descriptions of the obligors and obligeesobligees (or any agent, trustee or other entity acting in a similar capacity, principal amount outstanding amounts outstanding, whether or not secured and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Issuer or its Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. Neither the Company Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Recourse Indebtedness of the Company Issuer or any such Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of the Company Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of April 30March 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2008, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Issuer and its Subsidiaries as of April 30February 28, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2019 (including a description descriptions of the obligors and obligeesobligees (or any agent, trustee or other entity acting in a similar capacity, principal amount outstanding amounts outstanding, whether or not secured and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Issuer or its Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. Neither the Company Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Recourse Indebtedness of the Company Issuer or any such Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of the Company Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries their respective Subsidiaries, on a pro‑forma basis as of April 30August 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2016 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Trust, the Company or its their respective Subsidiaries. Neither Except as disclosed in Schedule 5.15, neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, the Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2004 (including a description of the obligors and obligeesobligors, principal amount outstanding and collateral therefortherefore, if any, and guaranty any Guaranty thereof, if any), ) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Company or its SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. Neither of the Company Obligors nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company either Obligor or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company either Obligor or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the each Company and its Subsidiaries that is Material in amount as of April 30, 2010 the Date of Closing (pro forma other than the Indebtedness specifically permitted under Section 10.8(l) and Section 10.8(m)) after giving effect to show the consummation of (i) the Acquisition and (ii) the transactions refinancing contemplated by this First Supplement) in Section 5.14 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the such Company or its Subsidiaries. Neither the any Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the such Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the any Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 to this First Supplement (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30December 1, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this First Supplement does not exceed $125,000,000) as of December 1, 2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of December 1, 2023, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its their respective Subsidiaries as of April 30August 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2021 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Trust, the Company or its their respective Subsidiaries. Neither Except as disclosed in Schedule 5.15, neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, the Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $125,000,000) as of April 30March 16, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of March 16, 2023, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries which forms part of Consolidated Total Debt as of April 30November 24, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2011 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Company or its Subsidiaries. Neither None of the Company nor or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of April June 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2015, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than (i) intercompany Indebtedness and (ii) Indebtedness with an aggregate principal amount of less than $5,000,000) of the Company and its Subsidiaries as of April 30June 15, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) 2022 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and guaranty any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)________, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither As of ___________, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. [ADD ANY ADDITIONAL REPRESENTATIONS AS APPROPRIATE AT THE TIME THE SERIES ______ NOTES ARE ISSUED] [FORM OF SERIES _____ NOTE]

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 8.15 hereto 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of April 30December 31, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any)2012, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.