Certain Events. From the Execution Date until the Closing Date (unless this Agreement is otherwise terminated), Farmee shall promptly notify Farmor of and furnish Farmor with any information with respect to the occurrence of any event or condition known to Farmee that could reasonably be expected to cause any of the conditions set forth in Section 2.1 not to be satisfied. If Farmee discovers the existence of a breach by Farmor of the representations, warranties, obligations or covenants contained in this Agreement (or the existence of any matter that would have been such a breach had it been in existence on the date hereof), then Farmee shall notify Farmor in writing of such information within five days after such discovery or the day prior to the Closing Date, whichever is earlier.

Notwithstanding the above, the Executive shall forfeit the Severance Benefit described in Paragraph II.A. only if the Executive shall fail to execute and return a non-interference, non-solicitation, waiver and release of claims and confidentiality agreement in a form satisfactory to the Company on or before the payment date. Failure of the Executive to timely execute and return such agreement shall constitute an absolute forfeiture of such Severance Benefit.

Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of [Schedule 14A] of Regulation [[Unknown Identifier]] (or a response to any similar or successor item on any similar or successor schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

MIRE Events. Notwithstanding anything to the contrary set forth herein, no MIRE Event may be closed until the Administrative Agent shall have received the following documents in respect of Mortgaged Property: # a completed flood hazard determination from a third party vendor; and # if required by applicable Flood Laws, # evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Laws and # other flood documentation or information reasonably requested by any Lender to enable such Lender to comply with such Flood Laws.

In the event that there occurs:

The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, or Subsidiary, violation of material Company, Affiliate, or Subsidiary policies, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, any Affiliate, or Subsidiary.

ERISA Events. Promptly after # the occurrence thereof, notice of any ERISA Termination Event or “prohibited transaction”, as such term is defined in [Section 4975] of the IRC, with respect to any Plan that results, or could reasonably be anticipated to result, in a Material Adverse Effect, which notice shall specify the nature thereof and the Borrower’s proposed response thereto, and # actual knowledge thereof, copies of any notice of PBGC’s intention to terminate or to have a trustee appointed to administer any Plan.

Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events:

The occurrence of any of the following events or circumstances shall immediately and automatically constitute a termination event with respect to the Forbearance (each, a “Forbearance Termination Event”):

Section # Termination. This Agreement shall terminate prior to the expiration of the Term hereof upon the occurrence of any one of the following events (each a “Termination Event”):