No Material Change. Since March 8, 2021, and except as disclosed in its FDOC Reports, # FDOC has not incurred any liabilities or obligations, indirect, or contingent, or entered into any oral or written agreement or other transaction which exceeds US$10,000; # FDOC has not paid or declared any dividends or other distributions with respect to its capital stock, or redeemed or purchased or otherwise acquired any of its stock and FDOC is not in default in the payment of principal or interest on any outstanding debt obligations, except as set forth herein; # FDOC has not initiated any compensation arrangement or agreement with any employee or executive officer; # FDOC has not entered into any contract; # there has not been any change in the capital stock of FDOC; and # there has not been any other event which has caused, or is likely to cause, a material adverse effect on FDOC.

No litigation, investigation or proceeding (including any environmental proceeding) of or before any arbitrator or Governmental Authority is pending or, to the knowledge of a Responsible Officer of any Credit Party, threatened in writing by or against any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues # with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or # which would reasonably be expected to have a Material Adverse Effect.

Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, # in the reasonable judgment of the Agent there shall not have occurred any Material Adverse Change; and # there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

Material Adverse Effect. The Agents shall have determined, in their reasonable judgment, that no event or development shall have occurred since December 31, 2017, which could reasonably be expected to have a Material Adverse Effect.

Assignable Material Contracts. Use commercially reasonable efforts to ensure that any Material Contract entered into after the Closing Date by any Loan Party that generates or, by its terms, will generate revenue, permits the collateral assignment of such agreement (and all rights of such Loan Party, as applicable, thereunder) to such Loan Party’s lenders or an agent for any lenders (and any transferees of such lenders or such agent, as applicable).

Within ninety days (or, in each case, such longer period as the Administrative ​ may agree in its reasonable discretion) after the formation, acquisition or designation of a Restricted Subsidiary (other than any Excluded Subsidiary) or the occurrence of a Grant Event with respect to a Restricted Subsidiary, the ​ will, or will cause such Restricted Subsidiary to, furnish to the Collateral ​ a description of any Material Real Property (other than any Excluded Asset) owned by such Restricted Subsidiary in reasonable detail.

Material Adverse Change. A Material Adverse Change occurs;

Material Adverse Effect. Any Material Adverse Effect occurs;

Material Adverse Change. There shall have been no Material Adverse Change. The income and expenses of each Property, the occupancy thereof, and all other features of the transaction shall be as represented to the Agent without material adverse change. Neither the Borrowers nor any of their constituent Persons shall be the subject of any bankruptcy, reorganization, or insolvency proceeding.

If the Company’s reported financial or operating results become subject to a material negative restatement, the Executive Resources Committee may determine that all or a portion of the bonus or bonus units granted to a grantee during the three year period prior to such material restatement, where such grantee was an Executive Officer during all or any portion of such three year period, would not have been granted if the Company’s results as originally published had been equal to the Company’s results as subsequently restated (the “restatement forfeiture bonus or bonus units”). In such event, at the company’s discretion, the restatement bonus or bonus units are forfeited and the company shall make no payment with respect to such restatement forfeiture bonus or bonus units.