Common use of Performance; No Default Clause in Contracts

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this each Financing Agreement required to be performed or complied with by it the Company prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing and no “Default” or “Event of Default” under the 2009 Note Agreement or the RBC Agreement shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and Closing and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.145.14 of this Agreement), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the Execution Date to the Closing (assuming, for purposes of this Agreement, that Sections 9 and 10 are applicable from the Execution Date). From the Execution Date until the Closing. Before , before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it the Company prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on the Execution Date and at the Closing. Before Closing and after giving effect to the issue and sale of the Notes Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by this Agreement had it applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions covenants contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and Closing and, after giving effect to the issue and sale of the Notes Securities (and the application of the proceeds thereof as contemplated by Section 5.14)7.37) and the other Transactions, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing and after giving effect to (a) with respect to the Restatement Closing, the issue and sale of the Series B Notes and the other transactions contemplated on the Restatement Effective Date and (b) with respect to each Shelf Closing, the issue and sale of the Shelf Notes (and the application of the proceeds thereof as contemplated by Section 5.146.7), as applicable, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)hereunder, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to at the issue and sale time of the Notes (and the application Closing no Event of the proceeds thereof as contemplated by Section 5.14), no Default or Potential Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the Closing. Before , before and after giving effect to the issue and sale of the Notes Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing and after giving effect to the issue and sale of the Notes to be sold at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Notes, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement or the other Transaction Documents required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section SECTION 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue issuance and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing Day, and after giving effect to the issue and sale of the applicable Series of Notes (and the application of the proceeds thereof as contemplated by pursuant to the requirements of Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this each Financing Agreement required to be performed or complied with by it the Company and prior to or at the such Closing. Before , and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the date of the Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the Closing. Before , before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), 5.13) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing and after giving effect to the issue and sale of the Notes (in the case of any Closing other than the Restatement Closing) (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of this Agreement that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at on the Closing. Before Effective Date, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as transactions contemplated by Section 5.14)hereby, no Default or Event of Default shall have occurred and be continuing.. Stepan Company Amended and Restated Note Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions to the Closing contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), 5.12) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes each Note (and the application of the proceeds thereof as contemplated by Section 5.14), thereof) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuingcontinuing and no Control Event and no Change in Control shall have occurred.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. The Company shall not have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing Day and after giving effect to the issue and sale of the such Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the each Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and in each Collateral Document to which it is a party required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale as of the Notes (Effective Date and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing in all material respects and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Note, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and ----------------------- complied in all material respects with all agreements and conditions contained in this Agreement and the other Transaction Documents required to be performed or complied with by it prior to or at the Closing. Before , and at the time of the Closing, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Units, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Initial Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14thereof), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this each Financing Agreement required to be performed or complied with by it the Company and prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the Indenture required to be performed or complied with by it prior to or at the Closing. Before , and, before and after giving effect to the issue and sale of the Notes Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), thereof) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement Agreement, the other Financing Documents and the Security Documents required to be performed or complied with by it on or prior to or at the Closing. Before and Effective Date, and, after giving effect to the issue amendment and sale of the Notes (and the application of the proceeds thereof as contemplated restatement evidenced by Section 5.14)this Agreement, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it the Company prior to or at the Closing. Before From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the Series 2016 Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.. Waste Connections, Inc. Note Purchase Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and immediately after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and each of the Other Agreements required to be performed or complied with by it prior to or at the Closing. Before and after After giving effect to the Transactions (including, without limitation, the issue and sale of the Notes Debentures (and the application of the proceeds thereof as contemplated by Section 5.145.16)), no Default or Event of Default (as both terms are defined in the Indenture) shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes to be issued at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions covenants contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Note, no Default or Event of Default shall have occurred and or be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at as of the Closing. Before Closing and after giving effect to the issue and sale of the Notes each Note (and the application of the proceeds thereof as contemplated by Section 5.14), thereof) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) at the Closing, no Default Change in Control or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) at such Closing, no Change in Control, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes to be sold at the Closing (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions covenants contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes and Warrants (and the application of the proceeds thereof as contemplated by Section 5.14), thereof) no Default or Event of Default under the Notes shall have occurred and be continuing. Purchaser shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and each other Note Document required to be performed or complied with by it thereby prior to or at the Closing. Before Closing and, before and immediately after giving pro forma effect to the issue Note Purchase Transactions, and sale each of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)them, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the applicable Closing and from the date of this Agreement to the date of the applicable Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the applicable Closing. Before , before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements agreements, covenants and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Subsequent Closing. Before , and after giving effect to the issue and sale of the Notes Preferred Stock (and the application of the proceeds thereof as contemplated by Section 5.14thereof), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it the Company prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since February 21, 2007 that would have been prohibited by Section 10 hereof had such Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before From the date of this Agreement until such Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) at such Closing, no Change in Control, Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the Closing. Before , before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.149.8), no Default or Event of Default shall have occurred and be continuingcontinuing and no Change in Control shall have occurred.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the time of the Closing. Before , and before and after giving effect to the issue and sale of the Initial Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. The Company shall not have entered into any transaction since the date of the Memorandum that would have been prohibited by Article 10 had such Article applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and the other Note Documents required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Notes, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Consolidated Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the other Note Documents required to be performed or complied with by it prior to or at the applicable Closing and from the date of this Agreement to the applicable Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the applicable Closing. Before , before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the applicable Closing. Before and after giving effect to the issue and sale of the Notes Bonds at each Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it the Company prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes to be issued and sold on the date of such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.Schedule

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement Agreement, the Mortgage and the Supplemental Indenture required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect from the date of this Agreement to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.Closing with respect to Sections 9 and

Performance; No Default. The Company shall have performed and complied compiled with all agreements and conditions contained in this Agreement required to be performed or complied compiled with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section SCHEDULE 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Each Company shall have performed and complied with all agreements and conditions contained in this Agreement and the other Note Documents required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and in the Guarantee and Security Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. The Company shall not have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes to be purchased (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.by

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing and after giving effect to (a) the Reorganization (other than the Foreign Reorganization, which has not been consummated as of the Restatement Effective Date) and the transactions contemplated on the Restatement Effective Date and (b) the issue and sale of the Shelf Notes (and the application of the proceeds thereof as contemplated by Section 5.145.7), as applicable, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it on or prior to or at the Closing. Before Effective Date, and after giving effect to the issue and sale of the new Notes (and by the application of the proceeds thereof as contemplated by Section 5.14)Company, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuingcontinuing.5 Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuingcontinuing and no Change in Control shall have occurred.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and each other Note Document to which it is party required to be performed or complied with by it prior to or at the such Closing. Before , and after giving effect to the issue and sale of the Notes to be issued and sold at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have ----------------------- performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing and after giving effect to the issue and sale of the applicable Series of Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ------- 3.14) no Default or Event of Default shall have occurred and be continuing.. -----

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before such Closing Day and after giving effect to the issue and sale of the such Accepted Notes (and the application of the proceeds thereof as contemplated by Section 5.14), the Request for Purchase for such Accepted Notes) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes at the Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) at such Closing, no Change in Control, and no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.proceeds

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before From the date of this Agreement to the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and the Indenture required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and , and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the related Supplement required to be performed or complied with by it prior to or at the such Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.be

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before each such Applicable Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Schedule 5.14 or the Request for Purchase, as the case may be) no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and , and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and Closing and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by described in Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)Notes, no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing.. -2-