Common use of Performance; No Default Clause in Contracts

Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company or any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.. STEPAN COMPANY NOTE PURCHASE AGREEMENT

Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it such Person prior to or at on the Closing. Before 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 5.146.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company or nor any Subsidiary of their respective Subsidiaries shall have entered into any transaction since the date of the Memorandum Closing that would have been prohibited by Section 10 11 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each the Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and the Subsidiary Guarantor 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

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

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , and after giving effect to the issue and sale of the Series 2011A 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each the Subsidiary Guarantor Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and the Subsidiary Guarantors 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

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

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the each Closing. Before , 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and Agreement, the Subsidiary Guaranty Agreement and any other Note Documents required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , and after giving effect to the issue and sale of the Series 2003-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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before 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 Change of Control, Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum November 30, 2007 that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , and after giving effect to the issue and sale of the Series 2008A 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the such Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum May 31, 2011 that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the such Closing. Before , and after giving effect to the issue and sale of the Series 2020 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each the Subsidiary Guarantor Guarantors shall have performed and complied with all their respective agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.3, 10.5 and 10.6 had such Section Sections applied since such date.

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

Performance; No Default. Each Constituent of the Company and each the Subsidiary Guarantor Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the such Closing. Before 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), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date. Section 4.3.

Performance; No Default. Each Constituent Company The Company, the Issuer and each the Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and in the Subsidiary Guaranty Agreement Guaranty, as applicable, required to be performed or complied with by it the Company, the Issuer and the Subsidiary Guarantor 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each the Original Subsidiary Guarantor Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and in the Original Subsidiary Guaranty Agreement required to be performed or complied with by it them 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 described in Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or 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 10.4, 10.5, 10.6 or 10.7 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each the Original Subsidiary Guarantor Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and in the Original Subsidiary Guaranty Agreement required to be performed or complied with by it them prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Except for the Restructuring Transactions, neither the Company or 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, 10.3, 10.6, 10.7 or 10.10 hereof had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor 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 STEPAN COMPANY NOTE PURCHASE AGREEMENT Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent of the Company and each the Subsidiary Guarantor Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and or the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company or the Subsidiary Guarantors, as the case may be, prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent The Company or any Subsidiary shall not have entered into into, or permitted or caused any Restricted Subsidiary to enter 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. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing, and from the date of this Agreement. Before 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 Change of Control, Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

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

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and (in the case of the Company), the Subsidiary Guaranty Agreement (in the case of the Subsidiary Guarantors), and each Security Document to which such Person is a party required to be performed or complied with by it such Person 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all unwaived agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum May 21, 2019 that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.4, 10.5, 10.7 and 10.8 had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , and after giving effect to the issue and sale of the Series 2012A 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all unwaived agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum April 6, 2015 that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.4, 10.5, 10.7 and 10.8 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement Note Documents required to be performed or complied with by it the Company and each such Subsidiary Guarantor 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 Sections 10.5 through 10.9, inclusive, had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , 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 5.145.13), no Default or Event of Default shall have occurred and be continuingcontinuing or no Change in Control shall have occurred from the date of this Agreement to the Closing Date. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before , and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 Sections 10.1 or Sections 10.8 through 10.9 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor of the Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it and by them prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.3 or 10.9 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , and after giving effect to the issue and sale of the Series 2007A 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at on the Closing. Before Closing Date, and immediately 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 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each such Subsidiary Guarantor prior to or at the Closing. Before , and immediately 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 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all unwaived agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum June 26, 2017 that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.4, 10.5, 10.7 and 10.8 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Company and each Subsidiary Guarantor prior to or at on the Closing. Before Closing Date, 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum March 22, 2010 that would have been prohibited by Section 10 Sections 10.3, 10.4, 10.5 or 10.6 had such Section applied since such date.

Performance; No Default. Each Constituent Company The Obligors and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it the Obligors and each such Subsidiary Guarantor prior to or at on the Closing. Before 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. Neither Constituent Company None of the Obligors or any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 hereof had such Section applied since such date.

Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum April 26, 2019 that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. Each Constituent The Company and each the Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before Closing and after giving effect to the issue and sale of the Series 2014-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 Constituent the Company or nor any 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 10.8 had such Section Sections applied since such date.

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

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

Performance; No Default. Each Constituent The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at on the ClosingClosing Date. 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 Constituent the Company or nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

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