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 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. Neither the Company nor any Subsidiary shall have entered into any transaction since 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 Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 10.1, 10.2, 10.3, 10.4 or 10.5 had such Section 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 on at 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 Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither None of the Company nor Company, the Tenant or any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1 through 10.11 hereof had such Section the 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 on at 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 Schedule 5.14), ) and the issuance of the Warrants no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.7, 10.8, 10.9 or 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 it prior to or on at 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 Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any of Sections 10.1, 10.2, 10.3, 10.5, 10.8, 10.9 or 10.11 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 it prior to or on the such Closing DateDate and, 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. Neither Prior to the First Closing Date, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.3, 10.4, 10.5 or 10.6 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 it prior to or on at the Closing DateClosing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2 or 10.3 hereof had such Section Sections 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 on at 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), 5.13) no Default or Event of Default shall have occurred and be continuing. Neither the Company any Obligor nor any Subsidiary of the Company shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.3, 10.4 or 10.5 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 it prior to or on at the Closing DateClosing, 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 Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 10.1, 10.2, 10.3, 10.5 or 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 it prior to or on at 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 Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction transactions since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date May 31, 1997 that would have been prohibited by Section 10 10.1, 10.2, 10.6 or 10.7 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 it prior to or on at the Closing Date, 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date 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. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at 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. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Existing Note Agreement that would have been prohibited by Section 10 Sections 10.1 through 10.12 hereof had such Section Sections applied since such date.

Performance; No Default. The Company Each Co-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 on at 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 Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.3, 10.4, 10.7, 10.8 or 10.9 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 it prior to or on the Closing Dateat 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 5.149.8), no Default or Event of Default shall have occurred and be continuingcontinuing and no Change in Control shall have occurred. Neither With respect to the Series A/B Closing only, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date June 9, 2014 that would have been prohibited by Section Sections 9 and 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 it prior to or 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s 's last Annual Quarterly Report on Form 10-K Q filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement the Financing Documents required to be performed or complied with by it the Company prior to or on at 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), Schedule 5.15) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any of Sections 10.1, 10.3, 10.4, 10.5, 10.6 or 10.7 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 it the Company prior to or on at the Closing DateClosing, 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 Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior most recent financial statements referred to the Execution Date in Schedule 5.5 hereto that would have been prohibited by Section 10 hereof had such Section Sections 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 or the Guarantee Agreement, as the case may be, required to be performed or complied with by it prior to or on the at each 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 the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 10.1, 10.5, 10.6 or 10.7 had such Section Sections applied since such date.

Performance; No Default. The Each of the Company and the Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at 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. Neither None of the Company nor Company, any Subsidiary or any Guarantor shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.3, 10.6 or 10.9 hereof had such Section Sections applied since such date.

Performance; No Default. The Company Each Obligor 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 on at 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. Neither Other than transactions contemplated by the Company Spin-Off, no Obligor nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 (excluding Section 10.1) had such Section applied since such date.. ▇▇▇▇ ▇▇▇▇ Technologies Corporation Note Purchase Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and in each other Transaction Document to which the Company is a party required to be performed or complied with by it prior to or on at 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 10.1 hereof had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at the date of this Agreement and prior to or at the date of the Closing Date, and immediately prior to and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date July 23, 2010 that would have been prohibited by Section 10 Sections 10.1 through 10.8, inclusive, had such Section Sections applied since such date. No Change of Control shall have occurred or be contemplated.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on the at such Closing Date, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), 5.7) 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 Subsidiary shall have entered into any transaction since December 31, 2009 (other than the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date GM Acquisition) that would have been prohibited by Section 10 Sections 10.5, 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 it prior to or on at 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 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 Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any of Sections 10.2, 10.5, 10.6, 10.8, 10.9 or 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 it prior to or on at the Closing Dateand, and after giving effect to the issue and sale of the Initial Notes to be issued 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Offering Memorandum that would have been prohibited by Section 10 10.1, 10.2, 10.3, or 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 it prior to or on the Closing Date, and after giving effect to the issue and sale of the Series 2009-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 Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Quarterly Report on Form 10-K Q filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.9, 10.10, 10.11, 10.12 or 10.13 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 it prior to or on at the Closing DateClosing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any covenant contained in any of Sections 9.1 through 9.6 or Sections 10.4 through 10.8 hereof had such Section Sections 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 the Financing Documents required to be performed or complied with by it prior to or on at 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 Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any of Sections 10.1, 10.8, 10.9 or 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 it prior to or on the at such Closing Date, Day and after giving effect to the issue and sale of the such Accepted Notes (and the application of the proceeds thereof as contemplated by Section 5.14), the Request for Purchase for such Accepted Notes) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior from December 31, 2004 to the Execution Date Effective Date, that would have been prohibited by Section 10 Sections 10.1 through 10.12, hereof had such Section Sections applied since such date.

Performance; No Default. The Company Obligors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it each of them prior to or on at 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. Neither the Company any Obligor nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date eFUNDS CORPORATION NOTE PURCHASE AGREEMENT Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2 and 10.5 through 10.11, 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 it prior to or on the Restatement Closing Date, Date and after giving effect to the issue amendment and sale restatement of the Existing Notes as 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 Subsidiary shall have entered into any transaction since 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 Section 10 had such 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 on at the Closing DateClosing, 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 any Obligor nor any Subsidiary of the Company shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.3, 10.4 and 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 it prior to or on at the Closing DateClosing, 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 Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 or 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 it prior to or on the at such Closing Date, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any of Sections 10.1 through 10.10, inclusive, had such Section Sections applied since such date.

Performance; No Default. The Each of the Company and the Issuer shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at the Closing Date(unless so waived by you) and, 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 Schedule 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.3 or 10.5 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 it prior to or on the Closing DateDate and, and after giving effect to the issue and sale of the Notes to be issued on the 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. Neither Prior to the Closing Date, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date December 31, 2009 that would have been prohibited by Section 10 Sections 10.3, 10.4, 10.5 or 10.6 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 it prior to or on at the Closing DateClosing, 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 Except as set forth on Schedule 4.2, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 any of Sections 10.1, 10.2, 10.3, 10.5, 10.6, 10.7 or 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 it the Company prior to or on at 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), 5.15) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.3, 10.4, 10.5, 10.7, 10.11 or 10.12 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 it prior to or on at 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 SECTIONS 10.1, 10.2, 10.3 or 10.6 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 it prior to or on the at such Closing Date, and immediately before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.145.14 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on at the Closing DateClosing, 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 Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 or 10.11 hereof had such Section Sections 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 or the Guarantee Agreement, as the case may be, required to be performed or complied with by it prior to or on at the Closing Date, Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Presentation that would have been prohibited by Section 10 10.1, 10.5, 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 it the Company prior to or on at the Closing Date, and after giving effect to the issue and sale of the 2011 Notes (and the application of the proceeds thereof as contemplated by Section 5.145.15), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1, 10.3, 10.4, 10.5, 10.7 or 10.12 hereof had such Section Sections applied since such date.

Performance; No Default. The Issuer and 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 them prior to or on at the Closing Date, Closing; and after giving effect to the issue and sale of the Notes (and the substantially concurrent application of the proceeds thereof to repay Indebtedness as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 Sections 10.1 to 10.6, 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 it prior to or on at the Closing Date, 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 5.145.15), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Presentation that would have been prohibited by Section 10 Sections 10.1, 10.3, 10.4, 10.5, 10.7 or 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 it prior to or on at the Closing Date, applicable 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. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date Memorandum that would have been prohibited by Section 10 had such Section applied since such date.. ▇▇▇▇▇ ▇▇▇▇▇▇ Industries, Inc. Note Purchase Agreement