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Section # Certain ERISA Matters.

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Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates: # fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; # receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging # that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or # any non-compliance with any Law by such party or its Affiliates; # receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; # discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in ARTICLE VI not being satisfied or the satisfaction of those conditions being materially delayed; or # becomes aware of the commencement or threat, in writing, of any Action against such party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached; provided, however, that if a Party has the right to, but does not elect to, terminate this Agreement or begin procedures to terminate this Agreement (including by providing the written notice required by Section 7.1(d) or 7.1(e), as applicable) within five (5) Business Days of its receipt of such notice, then such party shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.

Disclosure of Certain Matters. Each of BRPA and the Company will provide the other with prompt written notice of any event, development or condition of which it obtains knowledge during the Interim Period that # gives such Party any reasonable basis to believe that any of the conditions to the obligations of the other Party set forth in Article VI will not be satisfied; provided, however, that no such notice shall be deemed to cure breach of this Agreement or # would require any amendment or supplement to the Registration Statement.

The terms "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which [[Organization B:Organization]] is a party, including references to any of the Other Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on a first-in, first-out basis. Whenever the words "including" or "include" shall be used, such words shall be understood to mean "including, without limitation" or "include, without limitation." A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by the Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of [[Organization B:Organization]], any agreement entered into by [[Organization B:Organization]] pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by [[Organization B:Organization]] pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by [[Organization B:Organization]], shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of [[Organization B:Organization]] and Lenders. Wherever the phrase "to the best of Loan Parties' knowledge" or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or Other Documents, such phrase shall mean and refer to # the actual knowledge of a senior officer of any

Sellers shall give prompt written notice (which shall in no event be later than twenty-four (24) hours of any Seller Entity learning of any relevant facts or circumstances to Purchaser and counsel to the Committee of # the occurrence or nonoccurrence of any event that would be likely to cause either # any representation or warranty of any Seller contained in this Agreement, or in connection with the transactions contemplated hereunder, to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing or # directly or indirectly, any Material Adverse Effect, # any material failure of Sellers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or # any notice or other communication from any Governmental Authority (other than the Chapter 11 Cases) related to or in connection with the transactions contemplated by this Agreement.

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During the Pre-Closing Period, the Bank shall give prompt written notice to , and shall give prompt written notice to the Bank, of: # the occurrence, or failure to occur, of any factor or event, which occurrence or failure to occur is reasonably likely to cause # any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, or # any covenant, condition or agreement of such party not to be satisfied in any material respect; # any material failure of the Bank or , as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or # the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect or a Bank Material Adverse Effect, as applicable. Notwithstanding the above, the delivery of any notice pursuant to this Section shall not # affect the representations and warranties of the Bank or , as the case may be, or the right of the party receiving such notice to rely on such representations and warranties (as unmodified by such notice), and # will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.

ERISA. To the knowledge of the Company, # each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and # for each such plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of [(i), (ii) and (iii) above], as would not have a Material Adverse Effect.

ERISA. From the fifth fiscal year preceding the current year through the termination of this Agreement (the “Reporting Period”), with respect to any plan within the meaning of [Section 3(3)] of ERISA that is sponsored or maintained by [[Organization C:Organization]] or any ERISA Affiliate, or to which [[Organization C:Organization]] or any ERISA Affiliate contributes or has contributed (each, a “Plan”), the benefits under which Plan are guaranteed, in whole or in part, by the PBGC # [[Organization C:Organization]] and each ERISA Affiliate has funded and will continue to fund each Plan as required by the provisions of Section 412 of the Code; # [[Organization C:Organization]] and each ERISA Affiliate has caused and will continue to cause (directly or indirectly) each Plan to pay all benefits when due; # neither [[Organization C:Organization]] nor any ERISA Affiliate has been or is obligated to contribute to any multiemployer plan as defined in [Section 3(37)] of ERISA; # [[Organization C:Organization]] (on behalf of ERISA Affiliate, if applicable) will provide to [[Organization B:Organization]] # no later than the date of submission to the PBGC, a copy of any notice of a Plan’s termination # no later than the date of submission to the Department of Labor or to the Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization periods required by Section 412 of the Code and # notice of any Reportable Event as such term is defined in ERISA (and has, prior to the date of this Agreement, provided to [[Organization B:Organization]] a copy of any document described in clauses (iv)(A),

ERISA. The Credit Parties will give notice to the Agent within ten (10) Business Days after the REIT Guarantor or any ERISA Affiliate # gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event; # gives a copy of any notice (including any received from the trustee of a Multiemployer Plan) of complete or partial withdrawal liability under Title IV of ERISA; or # receives any notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan, in each case if such event or occurrence would reasonably be expected to have a Material Adverse Effect.

ERISA. In an aggregate amount in excess of the Threshold Amount, # an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, or # the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under [Section 4201] of ERISA under a Multiemployer Plan; or

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