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, the Mortgage and the Supplemental Indenture required to be performed or complied with by it prior to or at the Closing and, after giving effect to the issue and sale of the Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 10.1, 10.3, 10.4 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 through 10.3, inclusive, Section 10.5 and Section 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum this Agreement that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds 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 Memorandum that would have been prohibited by Sections Section 10.1 or 10.4 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds 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 Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 the covenants contained in Section 10 hereof had such Section covenants applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it the Company prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds 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 Memorandum most recent financial statements referred to in Schedule 5.5 hereto that would have been prohibited by Sections 10.1 Section 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, Agreement and in the Mortgage and the Supplemental Indenture other Finance Documents as required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 10.1, 10.2, 10.3 or 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, such Funding. Both immediately before and after giving effect to the issue and sale of the Bonds Notes to be issued and sold at such Funding (and the application of the proceeds thereof as contemplated by Section 5.145.13), no Default or Event of Default shall have occurred and be continuing. Neither the The Company nor any Subsidiary shall not have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, Closing. Before and after giving effect to the issue and sale of the Bonds 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 Memorandum PPM that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the such Closing and, and immediately before and after giving effect to the issue and sale of the Bonds 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 Memorandum that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, Closing. Before and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuingcontinuing and no Control Event and no Change in Control shall have occurred. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum April 30, 2018 that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, such Closing. Before and after giving effect to the issue and sale of the Bonds Notes to be issued at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither None of the Company nor any Subsidiary of its Subsidiaries shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 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 Mortgage Agreement and the Supplemental Indenture other Finance Documents required to be performed or complied with by it prior to or at the Closing and, Closing. Before and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 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, the Mortgage Agreement and the Supplemental Indenture each other Financing Document required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), 5.10) no Potential Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 through 10.8 had such Section Sections applied since such date, other than as permitted pursuant to the 2001 Note Agreement.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum most recent financial statements listed in Schedule 5.5 that would have been prohibited by Sections 10.1 the covenants contained in Section 10 hereof had such Section covenants applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage Agreement and the Supplemental Indenture Security Documents required to be performed or complied with by it prior to or at on the Closing andDate, and after giving effect to the issue and sale of the Bonds Series 2010-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 Memorandum that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 10.1, [___] or [___] had such Section Sections2 applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the First Closing and, and after giving effect to the issue and sale of the Bonds Notes to be sold at such First Closing (and the application of the proceeds thereof as contemplated by Section 5.14), 7.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 12.3 or 12.7 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it the Company prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 Section 10.4 or Section 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section Schedule 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 11.1 through 11.3 or Sections 11.5 through 11.8 had such Section Sections applied since such datedate and, with respect to Section 11.4, a Subsidiary shall be able to borrow at least One Dollar of Debt under said Section 11.4 as of the date of Closing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, Closing. Before and after giving effect to the issue and sale of the Bonds 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 None of the Company nor any Subsidiary of its Subsidiaries shall have entered into any transaction since the date of the Memorandum March 31, 2024 that would have been prohibited by Sections 10.1 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, Agreement and in each other Transaction Document to which the Mortgage and the Supplemental Indenture Company is a party required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections Section 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at such Closing. From the Closing anddate of this Agreement until each Closing, before and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Default, Event of Default or Change in Control shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum this Agreement that would have been prohibited by Sections 10.1 10.1, 10.2, 10.3, 10.4, or 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the such Closing and, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 through 10.3, inclusive, Section 10.5 and Section 10.6 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it them prior to or at the Closing and, Closing; and after giving effect to the issue and sale of the Bonds 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 Memorandum that would have been prohibited by 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 10.4, 10.5 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds 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 Sections 10.1 the covenants contained in Section 10 hereof had such Section covenants 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, such Closing. Before and after giving effect to the issue and sale of the Bonds 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 continuingcontinuing and no Change in Control shall have occurred. Neither the Company Company, the General Partner nor any Subsidiary shall have entered into any transaction since the date of the Memorandum September 2021 that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, and after giving effect to the issue and sale of the Bonds 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 Sections 10.1 through 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), Schedule 5.14 ) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 11.1 through 11.3 or Sections 11.5 through 11.8 had such Section Sections applied since such datedate and, with respect to Section 11.4, a Subsidiary shall be able to borrow at least One Dollar of Debt under said Section 11.4 as of the date of Closing.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing. From the date of this Agreement until Closing, before and after giving effect to the issue and sale of the Bonds 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 Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it the Company prior to or at the Closing andClosing, and before and after giving effect to the issue and sale of the Bonds 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 Memorandum May 30, 2019 that would have been prohibited by Sections 10.1 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, Closing. Before and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.145.14 (Use of Proceeds; Margin Regulations)), no Default or Event of Default shall have occurred and be continuing. Neither the The Company nor any Subsidiary shall have has not entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 Section 10 (Negative Covenants) 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing, and after giving effect to the issue and sale of the Bonds 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 (nor, in the case of Sec. 12.2, any Subsidiary) shall have entered into any transaction since the date of the Memorandum September 30, 1995 that would have been prohibited by Sections 10.1 Sec. 10, 11 or 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, after giving effect to the issue and sale of the Bonds 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 the Company nor any Subsidiary shall have entered into any transaction since at any time following the date of the Memorandum most recent financial statements referred to in Section 5.5 that would have been prohibited by Sections any of Section 10.1 and Section 10.6 had such Section Sections applied since from such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the such Closing and, and immediately before and after giving effect to the issue and sale of the Bonds 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 Memorandum Investor Presentation that would have been prohibited by Sections 10.1 Section 10 had such Section applied since such date.. Xxxxx Corporation Note Purchase Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing andClosing. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Presentation that would have been prohibited by Sections 10.1 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 Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it on or prior to or at the Closing Date and, after giving effect to the issue and sale of the Bonds Notes (and the application of the proceeds thereof as contemplated by Section 5.14)) on the Closing Date, no Default or Event of Default shall have occurred and be continuing. Neither the Company Company, the Parent nor any Subsidiary shall have entered into any transaction since the date of the Memorandum March 1, 2008 that would have been prohibited by Sections 10.1 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, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, applicable Closing. Before and after giving effect to the issue and sale of the Bonds 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 Memorandum that would have been prohibited by Sections 10.1 Section 10 had such Section applied since such date.. Xxxxx Xxxxxx Industries, Inc. Note Purchase Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement, the Mortgage and the Supplemental Indenture Agreement required to be performed or complied with by it prior to or at the Closing and, and immediately after giving effect to the issue and sale of the Bonds 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 Guarantor shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 10.1, 10.2, 10.5 or 10.7 had such Section Sections applied since such date.