Neither Company nor, to the best of its Knowledge, any of its Affiliates is in default with respect to any contract, agreement, lease, or other instrument to which it is a party or by which it is bound, except for defaults which would not have a material and adverse effect upon Company’s ability to perform its obligations under this Agreement, nor has Company received any notice of default under any such contract, agreement, lease or other instrument which default or notice of default would materially and adversely affect the performance by Company of its obligations under this Agreement.