Promptly notify [[Organization B:Organization]] in writing upon the occurrence of # any Event of Default or Default; # any event of default under any Junior Lien Debt; # any event, development or circumstance whereby any financial statements or other reports furnished to [[Organization B:Organization]] fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; # any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; # other than the commencement of the Cases, each and every default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness with a principal amount in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the outstanding amount of such Indebtedness; # any Loan Party entering into, terminating (other than pursuant to its terms), or materially amending any Material Contract, which notice shall summarize the material terms of such Material Contract or material amendment to such Material Contract, and upon the request of the [[Organization B:Organization]], the Loan Parties shall provide such Material Contract to the [[Organization B:Organization]], and # any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Loan Parties propose to take with respect thereto.

No Material Adverse Effect. Since December 31, 2021, there shall have been no events or occurrences that have resulted in a Material Adverse Effect.

Material. In the event of any Material Loss to or destruction of one or more of the Properties or any portion thereof prior to Closing, either ​ or ​ may, at its option, terminate this Agreement as to the affected Property (in which case the Purchase Price and related terms of this Agreement shall be proportionately adjusted) by delivering written notice to the other on or before the expiration of thirty (30) days after the date ​ delivers the Casualty Notice to ​ (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with ​’s insurers). Upon any such termination, a portion of the Earnest Money equal to the product of the Earnest Money multiplied by a fraction, the numerator of which is the Allocated Purchase Price for such Property or Properties and the denominator of which is the Purchase Price shall be returned to ​ and the parties hereto shall have no further rights or obligations hereunder with respect to the affected Property, other than those that by their terms survive the termination of this Agreement. If neither ​ nor ​ so terminates this Agreement within said thirty (30) day period as to the Property or Properties affected by said event of casualty, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing ​ shall assign to ​, without representation or warranty by or recourse against ​, all of ​’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due ​ as a result of such damage or destruction and ​ shall assume full responsibility for all needed repairs, and ​ shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of # the cost of repair or # the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Loss” means damage to any one Property which # ​'s insurance adjuster or construction representative reasonably estimates will exceed $1,000,000.00 to repair or which materially and adversely affects permanent access to the Property (provided, however, in no event shall any casualty that results in the termination of that certain Roadway Lease dated December 29, 2005 between ​ and Commonwealth Edison Company, as amended, (the “Roadway Lease”) or otherwise restricts, terminates, modifies or affects in any way the use of the premises thereunder be considered a Material Loss), or # gives any one tenant that occupies in excess of twenty-five percent (25%) of the aggregate square footage of the affected Property or Properties the unconditional right to terminate its Lease.

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act (a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a Rating Organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Material Agreements. Neither the Company nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in # any agreement to which it is a party, which default could reasonably be expected have a Material Adverse Effect or # any agreement or instrument evidencing or governing Material Indebtedness.

In the event a material breach of this Agreement, the non-breaching Party may deliver notice of such breach to the breaching Party, such notice containing full details of said breach. In such notice, the non-breaching Party shall identify (acting reasonably and in good faith) examples of the actions or conduct that such Party would consider to be an acceptable cure of such breach. The breaching Party shall have, subject to Section 10.2.2(b), ​ days to cure such breach (​ days in the case of a Party’s breach of its payment obligations). Subject to Section 10.2.2(b), if the Party receiving notice of breach fails to cure such breach within the ​ day period or ​ day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to the other Party.

Material Changes. Prompt written notice of any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

YourSpace has provided to Company all contracts or agreements to which YourSpace is a party (the “YourSpace Material Agreements”), including: # any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000; # any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; # any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its Assets, tangible or intangible; # any profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers, directors and managers or any employees; # any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than thirty (30) days’ notice; # any agreement with any current or former officer, director, Shareholder, manager or affiliate; # any agreements relating to the acquisition (by merger, purchase of Shares or assets or otherwise) of any operating business or material assets or the capital stock of any other person; # any agreements for the sale of any of the assets, other than in the ordinary course of business; # any outstanding agreements of guaranty, surety or indemnification, direct or indirect; # any royalty agreements, licenses or other agreements relating to Intellectual Property; and # any other agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect.

Material Contracts. The Company has delivered to YourSpace all material contracts and other agreements (“Material Agreements”) requested by YourSpace to which the Company is a party.

Material Judgments. One or more judgments or decrees shall be entered against ​ or any of its Material Subsidiaries involving in the aggregate a liability (not covered by insurance) of $100,000,000 or more and all such judgments or decrees shall not have been vacated, satisfied, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or