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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1, 10.6 or 10.7 had such Section 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 the Company 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. Neither the The Company nor any Restricted Subsidiary shall not have entered into any transaction since the date of the Memorandum December 31, 2008 that would have been prohibited by Section 10 hereof Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement had such Section 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 the Company prior to or at the ClosingFunding 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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), Schedule 5.17) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 §§10.01 through 10.05 hereof had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1, 10.5 or 10.7 had such Section 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 the Company it prior to or at on the ClosingFunding Date and, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.146.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof 11.3 or Section 11.7 had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 9.7, 9.8 and 10.1 through 10.5 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum September 30, 2011 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the The Company nor any Restricted Subsidiary shall not have entered into any transaction since the date of the Memorandum December 31, 2008, that would have been prohibited by Section 10 hereof Sections 10.1, and 10.10 through 10.12 of the 2009 SDTS Note Agreement had such Section 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 the Company it prior to or at the such Closing, . Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) at such Closing, no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum June 17, 2020 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at on the ClosingClosing 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum April 8, 2008 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum June 30, 2009 that would have been prohibited by Section 10 hereof had such Section 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 the Company it prior to or at the Closing, 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. Neither the The Company nor any Restricted Subsidiary shall not have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1 to 10.8, inclusive, had such Section 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 the Company 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. Neither With respect to the Series A Closing only, neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2008 that would have been prohibited by Section 10 hereof Sections 10.1, 10.2 or 10.9 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum June 30, 2010 that would have been prohibited by Section 10 hereof Sections 10.1, 10.2 or 10.9 had such Section 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 the Company it prior to or at the Closing, 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1 through 10.8 had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1 through 10.10 had such Section 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 the Company it prior to or at the Closing, . Before 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. Neither the Company nor any Restricted Subsidiary Guarantor shall have entered into any transaction since the date of the Memorandum December 31, 2018 that would have been prohibited by Section 10 hereof Sections 10.1, 10.2, 10.5 or 10.7 had such Section 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 the Company 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 Restricted 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 10 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 the Company it prior to or at the Closing, and 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 Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum March 31, 2008 that would have been prohibited by Section 10 hereof Sections 10.1 through 10.7 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2008 that would have been prohibited by Section Sections 10 hereof had such Section 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 the Company it prior to or at the Closing, Closing and after giving effect to the issue and sale of the Series 2005 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company it prior to or at the Closingsuch 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum September 30, 2011 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company it prior to or at the Closing, 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. Neither the Company nor any Restricted Subsidiary Guarantor shall have entered into any transaction since the date of the Memorandum December 31, 2011 that would have been prohibited by Section 10 hereof Sections 10.1, 10.2, 10.5 or 10.7 had such Section 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 the Company 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 The Company nor any Restricted Subsidiary shall not 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.. 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 the Company it prior to or at the Closing, . Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the The Company nor any Restricted Subsidiary shall not have entered into any transaction since the date of the Memorandum December 31, 2020 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1 through 10.13 had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 Sections 10.1 through 10.10 hereof had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2001 that would have been prohibited by Section 10 hereof 10.1 or 10.2 had such Section 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 the Company 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. Neither Since the date of this Agreement no Control Event or Change in Control shall have occurred and neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof 10.2, 10.3, 10.5 or 10.7 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof 10.1 or 10.2 had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 Sections 10.1 through 10.9 hereof had such Section 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 the Company it prior to or at the Closing, and after giving effect to the issue and sale of the Series 2016A 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2015 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section Sections 9 or 10 hereof had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 10.1 or Section 10.3 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum January 1, 2003 that would have been prohibited by Section 10 hereof had such Section 10 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 the Company it prior to or at the Closing, . Before and after giving effect to the issue and sale of the Notes (and at 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2016 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum April 27, 2008 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company it prior to or at the Closing, and after giving effect to the issue and sale of the Series 2007-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 continuingexist. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum September 30, 2012, that would have been prohibited by Section 10 hereof Sections 10.1 through 10.4 had such Section 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 the Company it prior to or at the such Closing, . Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) at such Closing, no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum March 31, 2021 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Consolidated Subsidiary shall have entered into any transaction since the date of the Memorandum January 10, 2006 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof 10.1 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 the Company 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), SCHEDULE 8.10) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum most recent of the Financial Statements that would have been prohibited by Section 10 hereof PARAGRAPHS 9.2 or 9.6 had such Section applied this Agreement been in effect 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 the Company it prior to or at the ClosingClosing 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum Offering Letter that would have been prohibited by Section 10 hereof 10.3 or Section 10.7 had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum May 31, 1996 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company it prior to or at the Closing, . Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum February 12, 2021 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1 to 10.5 had such Section 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 the Company it prior to or at the Closing, 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum March 31, 2014, that would have been prohibited by Section 10 hereof Sections 10.1 through 10.4 had such Section 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 the Company 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 The Company nor any Restricted Subsidiary shall not have entered into any transaction since the date of the Memorandum September 30, 2011 that would have been prohibited by Section 10 hereof Sections 10.1 through 10.14 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum July 2, 2005 that would have been prohibited by Section 10 hereof Sections 10.1 through 10.12 had such Section 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 the Company it prior to or at the Closing, 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof Sections 10.1 through and including 10.5 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof 10.1 or 10.2 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum hereof that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company it prior to or at the Closingsuch 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum Offering Letter that would have been prohibited by Section 10 hereof 10.3 or Section 10.7 had such Section 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 the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by either Section 10 hereof 10.1 or Section10.6 had such Section 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 the Company 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section Sections 9 or 10 hereof had such Section 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 the Company it prior to or at the Closing, and 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2007 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum June 30, 2015 that would have been prohibited by Section 10 hereof had such Section applied since such date.