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 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 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 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 each Financing Agreement required to be performed or complied with by it the Company prior to or at the Closing 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 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 prior to or at the Closing 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 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 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) 5.14 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 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 Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied complied, in each case in all material respects, with all material agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to at the issue and sale time of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) Closing, 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 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 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 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 and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.145.12) 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 on the Closing 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 contained in this Agreement required to be performed or complied with by it prior to or at the Closing 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 and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.145.13) 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 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 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 and and, after giving effect to the issue and sale of the Notes Securities (and the application of the proceeds thereof as contemplated by Section 5.147.37) 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 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 5.14thereof) no Default or Event of Default shall have occurred and be continuing. 4.3.

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 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. (a) 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 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 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 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 or the other Transaction Documents required to be performed or complied with by it prior to or at the 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 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 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 Agreement required to be performed or complied with by it prior to or at the Closing 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 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 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 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 Closing. 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 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 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 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 agreements, covenants and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing Subsequent Closing, 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 5.14) 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 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 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 Transaction Documents required to be performed or complied with by it prior to or at the Closing Closing, 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 Closing 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 on the Execution Date and at the 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 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 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 5.14) 6.7), 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 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 the Closing 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 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 required to be performed or complied with by it prior to or at the 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 each of the Other Agreements required to be performed or complied with by it prior to or at the Closing and after Closing. 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 5.14) 5.16)), 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 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.. Xxxxx Xxxxxxxx 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 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 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 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 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 covenants contained in this Agreement required to be performed or complied with by it prior to or at the 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 5.14thereof) 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 required to be performed or complied with by it prior to or at the Closing 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 contained in this Agreement required to be performed or complied with by it the Company prior to or at the Closing 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 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 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.. Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement

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 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) 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 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 contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14thereof) 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 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 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 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 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 the Indenture required to be performed or complied with by it prior to or at the Closing Closing, 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 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 as of the 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 5.14thereof) no Default or Event of Default shall have occurred and be continuing. 4.3.

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 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. (i) 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 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 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 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 with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing Initial 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 each Financing Agreement required to be performed or complied with by it the Company and prior to or at the Closing such Closing, 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 and conditions contained in this Agreement required to be performed or complied with by it prior to or at on the Closing and Effective Date. Immediately after giving effect to the issue execution and sale delivery of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) this Agreement, 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 Closing Closing. Immediately 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 Companies shall have performed and complied with all agreements and conditions contained in this Agreement the Transaction Agreements required to be performed or complied with by it them prior to or at the 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) Exchange Shares 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 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 required to be performed or complied with by it prior to or at the Closing and after giving effect to at the issue and sale time of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) Closing no Default or Event of Default shall have occurred and be continuing.

Performance; No Default. The Company shall have materially 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 after giving effect to the issue and sale of the Notes Note and the First Warrant (and the application of the proceeds thereof as contemplated by Section 5.145.06) 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 after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.145.7) 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 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 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.Notes

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the other Note Documents to which it is a party required to be performed or complied with by it prior to or at the Closing 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 the a 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) 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 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 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 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 Change in Control, uncured 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 such Closing, and after giving effect to Section 3 hereof and the issue and sale delivery of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) to be delivered on such Amendment Effective Date, 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 on such Closing Date 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 and and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14Schedule 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 and after giving effect to the issue and sale of the Notes Note (and the application of the proceeds thereof as contemplated by Section 5.145.5) 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 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 5.14Schedule 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 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-

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 after giving effect to the issue and sale of the NTG 2011 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 respects with all agreements and conditions contained in this Agreement and the other Transaction Documents required to be performed or complied with by it at or prior to or such Closing, and at the Closing and time of such Closing, after giving effect to the issue and sale of the Notes (and Warrants and the application of other transactions contemplated to be consummated at such Closing by this Agreement and the proceeds thereof as contemplated by Section 5.14) other Transaction Documents, 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 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 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) 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 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 5.14) 5.7), 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 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 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 each 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 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 after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14herein) no Default or Event of Default De­fault shall have occurred 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 Note A Closing and after giving effect to the issue and sale of the Notes Note A (and the application of the proceeds thereof as contemplated by Section 5.14Schedule 5.13) 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 Closing, and after giving effect to the issue and sale of the Series 2001 Notes (and the application of the proceeds thereof as contemplated by Section 5.14) 5.11), 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 such Closing, 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.. SOUTH JERSEY GAS 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 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) Section5.14), no Default or Event of Default shall have occurred and be continuing. Section4.3.

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 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 the 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.. 4.3