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. The Company shall not have entered into any transaction since December 31, 2008 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement had such Sections applied since such date.

Performance; No Default. The Each of the Company and the Tenant shall have performed and complied with all agreements and conditions contained in this Agreement and the other Operative Agreements 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. The Company None of the Company, the Tenant or any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of 10.11 hereof had the 2009 SDTS Note Agreement had such Sections 10.1 through 10.11 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 5.14) no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.1, 10.2, 10.3, 10.4 or 10.5 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 the Company 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. The Neither the Company nor any Restricted Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections 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 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.6 or 10.7 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 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) and the issuance of the Warrants no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.1, 10.7, 10.8, 10.9 or 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 on the 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 5.14) ), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 Funding Date, and after giving effect to the issue and sale of the Series A 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections Section applied since such date.

Performance; No Default. The Each Constituent 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. The Neither Constituent Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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 and 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement had such Sections 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 and Funding Date 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) 6.14), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 11.3 or Section 11.7 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by any of Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2, 10.3, 10.5, 10.8, 10.9 or 10.11 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.5 or 10.7 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of this Agreement that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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. 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14Schedule 5.17) no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 §§10.01 through 10.12 of the 2009 SDTS Note Agreement 10.05 hereof had such Sections applied since such date.

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 concurrent 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 December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement to 10.8, inclusive, 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 the Company prior to or at on the Closing Date, and immediately after giving effect to the issue and sale of the Series 2008-A 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31April 8, 2008 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 after giving effect to the issue and sale of the Series 1998-A 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.8 had such Sections applied since such date.

Performance; No Default. The Each Constituent 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 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 Neither Constituent Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. 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 December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of this Agreement that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31February 21, 2008 2007 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 9.7, 9.8 and 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.5 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 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31June 30, 2008 2010 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2 or 10.9 had such Sections applied since such date.

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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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 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. The Neither the Company nor any of its Subsidiaries shall not have entered into any transaction since December 31April 29, 2008 2016 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

Performance; No Default. The Each Constituent 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) ), no Default or Event of Default shall have occurred and be continuing. The Neither Constituent Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

Performance; No Default. The (a)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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 after giving effect to the issue and sale of the Series 1997-A 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.8 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 through 10.3, inclusive, Section 10.5 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.6 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 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 With respect to the Series A Closing only, neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2 or 10.9 had such Sections applied since such date.

Performance; No Default. The Company and its Restricted Subsidiaries shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and the Collateral Documents required to be performed or complied with by it them 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. The Neither the Company nor any Restricted Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections 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 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 December 31, 2008 2008, that would have been prohibited by Sections 10.1 10.1, and 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 the Company 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31June 30, 2008 2009 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction transactions since December May 31, 2008 1997 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.1, 10.2, 10.6 or 10.7 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31March 17, 2008 2017 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such datedate nor shall a Change in Control or Control Event 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, 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. The Neither the Company nor any Restricted Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections Section applied since such date.

Performance; No Default. The Company Each Obligor 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. The Neither any Obligor nor any Subsidiary of the Company shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.3, 10.4 or 10.5 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 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. The Neither the Company nor any Consolidated Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 on such Closing and Date and, after giving effect to the issue and sale of the Notes to be issued on such Closing 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. The Prior to the First Closing Date, neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.3, 10.4, 10.5 or 10.6 had such Sections applied since such date.

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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2 or 10.3 hereof had such Sections applied since such date.

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. 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Presentation that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31September 30, 2008 2011 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. The Neither the Company nor any Restricted Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and Section 10.1, 10.2, 10.3, 10.5 or 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 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 Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31June 17, 2008 2020 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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 SCHEDULE 5.14) ), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement SECTION 10 hereof had such Sections 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 5.14) ), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.3, 10.4 or 10.6 hereof had such Sections applied since such date. Section 4.3.

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 and Closing, and, after giving effect to the issue and sale of the Series 2008 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 2007 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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 concurrent application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement to 10.8, inclusive, 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 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) 9.8), no Default or Event of Default shall have occurred and be continuingcontinuing and no Change in Control shall have occurred. The With respect to the Series A/B Closing only, neither the Company nor any Subsidiary shall not have entered into any transaction since December 31June 9, 2008 2014 that would have been prohibited by Sections 10.1 9 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10 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 Closing Closing. From the date of this Agreement until 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 Neither the Company nor any Restricted Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 after giving effect to the issue and sale of the Class A 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December March 31, 2008 2014, that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.4 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 the Company 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 Section 10 had the provisions of the 2009 SDTS Note Agreement had such Sections Section applied since such date.

Performance; No Default. The Company Each Obligor 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2, 10.4 or 10.5 had such Sections applied since such date.

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 the Company prior to or at the such Closing Day, 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 hereof) to be sold on such Closing Day, no Default or Event of Default shall have occurred and be continuing. The Company shall not have entered into any transaction since December 31, 2008 2019 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 Section 10 of the 2009 SDTS Note this Agreement had such Sections 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 Series 2006-A 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December March 31, 2008 2006 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.7 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 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. The Neither the Company nor any Subsidiary Guarantor shall not have entered into any transaction since December 31, 2008 2011 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2, 10.5 or 10.7 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December May 31, 2008 1996 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement each Financing Document 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 1998, that would have been prohibited by Sections Section 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement or 10.6 hereof had such Sections applied since such date.

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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31July 6, 2008 2012, that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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) 2.18), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Placement Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 6 hereof had such Sections 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 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 through 10.3, inclusive, Section 10.5 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.6 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 such Closing. From the Closing 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 Default, Event of Default or Change in Control shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Investor Presentation that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.. UGI UTILITIES, 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 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, Event of Default or Event of Default Acceleration shall have occurred and be continuing. The Except as set forth on Schedule 4.2, the Company shall not have entered into any transaction since December 31June 1, 2008 1997 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.4, had such Sections 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement SECTION 10 hereof had such Sections 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 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, [___] or [___] had such Sections Sections2 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 Schedule 5.14) no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections either Section 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement or Section10.6 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 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. The Neither the Company nor any Consolidated Subsidiary shall not have entered into any transaction since December 31January 10, 2008 2006 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. 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 December 31, 2008 the date of the Memorandum (as defined herein) that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement negative covenants under Indenture had such Sections 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. 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 Default, Event of Default or Change in Control shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Investor Presentation that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. 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 Change in Control shall have occurred. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the PPM that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by any of Sections 10.1 and 10.1, 10.6, 10.10 through 10.12 of the 2009 SDTS Note Agreement or 10.11 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 Closing such Funding. Both immediately before and after giving effect to the issue and sale of the Notes to be issued and sold at such Funding (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. The Company shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 in the Guarantee and Security 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. The Company shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. The Company shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections Section applied since such date.. CSS Industries, 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 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 December 31, 2008 2020 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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. 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Presentation that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

Performance; No Default. (a) 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 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 Neither the REIT, the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 2016 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement Agree- ment 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections 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 5.14) ), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 9 or 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 10.1, through 10.12 of the 2009 SDTS Note Agreement 10.4 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.4, 10.5 or 10.6 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 First Closing and after giving effect to the issue and sale of the Notes to be sold at such First Closing (and the application of the proceeds thereof as contemplated by Section 5.147.14) no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 12.3 or 12.7 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 the Company 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.4 or Section 10.6 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2 or 10.7 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31July 2, 2008 2005 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 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 Closing and after giving effect to the issue and sale of the 2010 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 through and 10.10 through 10.12 of the 2009 SDTS Note Agreement including 10.5 had such Sections applied since such date.

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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.

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 Schedule 5.14) ), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 hereof had such Sections applied since such date.

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 Schedule 5.14) ), no Default or Event of Default shall have occurred and be continuing. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement 10.1, 10.2, 10.4 or 10.5 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Memorandum that would have been prohibited by Sections Section 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement or Section 10.3 hereof had such Sections 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 Date, and after giving effect to the issue and sale of the Series 2012-A 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Company's last Quarterly Report on Form 10-Q filed with the SEC that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 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. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 at any time following the date of the most recent financial statements referred to in Section 5.5 that would have been prohibited by Sections any of Section 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10.6 had such Sections applied since from 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 Effective Date 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 Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31June 30, 2008 2015 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections 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 and 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) 5.14 to be made at such Closing), no Default or Event of Default shall have occurred and be continuingcontinuing or no Change of Control shall have occurred. The Neither the Company nor any Subsidiary shall not have entered into any transaction since December 31, 2008 the date of the Investor Presentation that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement Section 10 had such Sections Section applied since such date.. Xxxxx Corporation Note Purchase Agreement