Each of the Credit Parties shall have performed and complied with all agreements and conditions contained in this Agreement and the other Transaction Documents to which such Credit Party is a party required to be performed or complied with by it prior to or at such Closing Day, and immediately before and immediately after giving effect to the issue and sale of the applicable Series of Notes (and the application of the proceeds thereof pursuant to the requirements of Section 5.14) no Default or Event of Default shall have occurred and be continuing.