Common use of Certificates, Notices and Other Information Clause in Contracts

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and the Requisite Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (1) a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower and such other information as Administrative Agent may reasonably request together with the delivery of such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate, (4) an updated Schedule 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor and such Guarantor's pro rata share of Total Corporate EBITDA (provided that the Management Entities' pro rata shares of Total Corporate EBITDA may be combined for purposes of this updated Schedule 1.01C), (5) an updated Schedule 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower and their Subsidiaries and the aggregate outstanding principal amount thereof, and (7) an updated Schedule I to the Borrower Pledge Agreement, together with the delivery of such Pledged Collateral and the Pledge Amendment (defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events affecting Borrower or any member of its Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower or any member of its Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower or any of its Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower, the REIT, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of Borrower, the REIT, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by Borrower, the REIT, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by Borrower, the REIT, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(f), notice of such default; and (o) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to Sections 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower or the REIT, as the case may be, setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower or the REIT, as the case may be, has taken and proposes to take with respect thereto.

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and the Requisite Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with not more than forty-five (45) days after the delivery end of the financial statements referred to in Sections 6.01(a) and (b)each fiscal quarter, (1) a duly completed Compliance Certificate signed by a Responsible Officer of BorrowerBorrowers, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower Borrowers and such other information as Administrative Agent may reasonably request together with the (upon each delivery of an updated Schedule 1.01B (GP Loans), the representations and warranties contained in Section 5.17(a) hereof shall be deemed to have been re-made by each Borrower as of the date of such delivery, and Borrowers shall deliver to Revolver Administrative Agent concurrently with such updated Schedule 1.01B (GP Loans) such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Borrowers Pledge Agreement) to cause Borrower Borrowers to be in compliance with Section 5.17 5.17(a) hereof as of the date of such Compliance Certificatedelivery), (4) an updated Schedule 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Casden Guarantor and such Guarantor's pro rata share of Total Corporate EBITDA (provided that the Management Entities' pro rata shares of Total Corporate EBITDA may be combined for purposes of this updated Schedule 1.01C), (5) an updated Schedule 1.01E (Collateral), which updated schedule will identify all Oxford Casden Pledged Collateral and Non-Oxford Casden Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower Borrowers and their Subsidiaries and the aggregate outstanding principal amount thereof, and (7) an updated Schedule I to the Borrower Borrowers Pledge Agreement, together with the delivery of such Pledged Collateral documentation and the Pledge Amendment (defined in the Borrower Pledge Agreement) actions as may be necessary to cause Borrower Borrowers to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events affecting Borrower Borrowers or any member of its their Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower Borrowers or any member of its their Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilitiesUnfunded Pension Liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower Borrowers or any of its their Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(f8.01(g), notice of such default; (o) promptly after the occurrence thereof, notice of any downgrade in any credit rating of (i) either AIMCO's or the REIT's obligations under its respective senior unsecured debt or either AIMCO's or the REIT's corporate credit rating is downgraded from its current level on the Closing Date as set forth on Schedule 1.01F by either Moody's or S&P or (ii) this Agreement from its initial rating, if anx, xx xither Moody's or S&P; and (op) promptly, such other data and xxxx xnd information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to Sections 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower or the REIT, as the case may be, Borrowers setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower or the REIT, as the case may be, has Borrowers have taken and proposes propose to take with respect thereto.

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and the Requisite Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (1) a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower and such other information as Administrative Agent may reasonably request together with the delivery of such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificaterequest, (43) an updated Schedule 1.01C 1.01B (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor and such Guarantor's pro rata share of Total Corporate EBITDA (provided that the Management Entities' pro rata shares of Total Corporate EBITDA may be combined for purposes of this updated Schedule 1.01C1.01B, (4) an updated Schedule 1.01-D (Construction/Renovation Properties), which updated schedule will identify all information regarding the aggregate book value of all Construction/Renovation (separating New Construction from renovation, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (5) an updated Schedule 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower and their Subsidiaries and the aggregate outstanding principal amount thereof, and (7) an updated Schedule I to the Borrower Pledge Agreement, together with the delivery of such Pledged Collateral and the Pledge Amendment (defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events affecting Borrower or any member of its Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower or any member of its Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower or any of its Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower, the REIT, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of Borrower, the REIT, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by Borrower, the REIT, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by Borrower, the REIT, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(f), notice of such default; and (o) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to Sections 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower or the REIT, as the case may be, setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower or the REIT, as the case may be, has taken and proposes to take with respect thereto.

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, or Collateral Agent (with respect to Collateral matters set forth in clause (b)), in form and detail satisfactory to Administrative Agent and the Requisite Lenders:, and/or Collateral Agent (as applicable): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with not more than forty-five (45) days after the delivery end of the financial statements referred to in Sections 6.01(a) and (b)each fiscal quarter, (1) a duly completed Compliance Certificate signed by a Responsible Officer of BorrowerBorrowers, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule SCHEDULE 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule SCHEDULE 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower Borrowers and such other information as Administrative Agent and Collateral Agent may reasonably request together with the (upon each delivery of an updated SCHEDULE 1.01B (GP Loans), the representations and warranties contained in Section 5.17(a) hereof shall be deemed to have been re-made by each Borrower as of the date of such delivery, and Borrowers shall deliver to Collateral Agent concurrently with delivery of such updated SCHEDULE 1.01B (GP Loans) such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Borrowers Pledge Agreement) to cause Borrower Borrowers to be in compliance with Section 5.17 5.17(a) hereof as of the date of such Compliance Certificatedelivery), (4) an updated Schedule SCHEDULE 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor Guarantor, and such Guarantor's pro rata share of Total Corporate EBITDA Pro Rata NOI (provided that the Management Entities' pro rata shares of Total Corporate EBITDA Pro Rata NOI may be combined for purposes of this updated Schedule SCHEDULE 1.01C), (5) an updated Schedule SCHEDULE 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule 7.01(mSCHEDULE 7.01(M) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower Borrowers and their Subsidiaries and the aggregate outstanding principal amount thereof, and (7) an updated Schedule SCHEDULE I to the Borrower 58 Borrowers Pledge Agreement, together with the delivery of such Pledged Collateral documentation and the Pledge Amendment (defined in the Borrower Pledge Agreement) actions as may be necessary to cause Borrower Borrowers to be in compliance with Section 5.17 5.17(a) hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, (i) notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated, (ii) notice of any "Default" or "Event of Default" under the Revolver Credit Agreement, and (iii) notice of any "Default" or "Event of Default" under the Casden Credit Agreement; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events Events affecting Borrower Borrowers or any member of its their Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower Borrowers or any member of its their Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilitiesUnfunded Pension Liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower Borrowers or any of its their Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(f8.01(g), notice of such default; and; (o) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. ; and (p) promptly after the Borrowers have notified the Agent of any intention by the Borrowers to treat the Loans as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; 60 Each notice pursuant to Sections SECTIONS 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower or the REIT, as the case may beBorrowers, setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower or the REIT, as the case may be, has Borrowers have taken and proposes propose to take with respect thereto.

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and the Requisite Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (1) a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule 1.01A (Construction/Renovation), which updated schedule will identify and such Compliance Certificate shall also set forth the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (32) an updated Schedule 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower and such other information as Administrative Agent may reasonably request together with the delivery of such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificaterequest, (43) an updated Schedule 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor and such Guarantor's pro rata share of Total Corporate EBITDA (provided that the Management Entities' pro rata shares of Total Corporate EBITDA may be combined for purposes of this updated Schedule 1.01C), and (5) an updated Schedule 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (64) an updated Schedule 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower and their Subsidiaries and the aggregate outstanding principal amount thereof, and (7) an updated Schedule I to the Borrower Pledge Agreement, together with the delivery of such Pledged Collateral and the Pledge Amendment (defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events affecting Borrower or any member of its Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower or any member of its Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower or any of its Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower, the REIT, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of Borrower, the REIT, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by Borrower, the REIT, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by Borrower, the REIT, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(f8.1(f), notice of such default; and (o) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to Sections 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower or the REIT, as the case may be, setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower or the REIT, as the case may be, has taken and proposes to take with respect thereto.

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and the Requisite Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with not more than forty-five (45) days after the delivery end of the financial statements referred to in Sections 6.01(a) and (b)each fiscal quarter, (1) a duly completed Compliance Certificate signed by a Responsible Officer of BorrowerBorrowers, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower Borrowers and such other information as Administrative Agent may reasonably request together with the delivery of such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Borrowers Pledge Agreement) to cause Borrower Borrowers to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate, (4) an updated Schedule 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor and such Guarantor's pro rata share of Total Corporate EBITDA (provided that the Management Entities' pro rata shares of Total Corporate EBITDA may be combined for purposes of this updated Schedule 1.01C), (5) an updated Schedule 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower Borrowers and their Subsidiaries and the aggregate outstanding 67 principal amount thereof, and (7) an updated Schedule I to the Borrower Borrowers Pledge Agreement, together with the delivery of such Pledged Collateral and the Pledge Amendment (defined in the Borrower Borrowers Pledge Agreement) to cause Borrower Borrowers to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events affecting Borrower Borrowers or any member of its their Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower Borrowers or any member of its their Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower Borrowers or any of its their Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against BorrowerBorrowers, the REIT, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of BorrowerBorrowers, the REIT, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by BorrowerBorrowers, the REIT, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by BorrowerBorrowers, the REIT, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(f), notice of such default; and (o) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to Sections 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower Borrowers or the REIT, as the case may be, setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower Borrowers or the REIT, as the case may be, has have taken and proposes propose to take with respect thereto.. 69

Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, or Collateral Agent (with respect to Collateral matters set forth in clause (b)), in form and detail satisfactory to Administrative Agent and the Requisite Lenders:, and/or Collateral Agent (as applicable): (a) concurrently with the delivery of the financial statements referred to in Section SECTION 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with not more than forty-five (45) days after the delivery end of the financial statements referred to in Sections 6.01(a) and (b)each fiscal quarter, (1) a duly completed Compliance Certificate signed by a Responsible Officer of BorrowerBorrowers, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule SCHEDULE 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule SCHEDULE 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower Borrowers and such other information as Administrative Agent and Collateral Agent may reasonably request together (upon each delivery of an updated SCHEDULE 1.01B (GP Loans), the representations and warranties contained in Section 5.17(a) hereof shall be deemed to have been re-made by each Borrower as of the date of such delivery, and Borrowers shall deliver to Collateral Agent concurrently with the delivery of such updated SCHEDULE 1.01B (GP Loans) such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Borrowers Pledge Agreement) to cause Borrower Borrowers to be in compliance with Section 5.17 SECTION 5.17(a) hereof as of the date of such Compliance Certificatedelivery), (4) an updated Schedule SCHEDULE 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor Guarantor, and such Guarantor's pro rata share of Total Corporate EBITDA Pro Rata NOI (provided PROVIDED that the Management Entities' pro rata shares of Total Corporate EBITDA Pro Rata NOI may be combined for purposes of this updated Schedule SCHEDULE 1.01C), (5) an updated Schedule SCHEDULE 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule SCHEDULE 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrower Borrowers and their Subsidiaries and the aggregate outstanding principal amount thereof, and (7) an updated Schedule SCHEDULE I to the Borrower Borrowers Pledge Agreement, together with the delivery of such Pledged Collateral documentation and the Pledge Amendment (defined in the Borrower Pledge Agreement) actions as may be necessary to cause Borrower Borrowers to be in compliance with Section SECTION 5.17 hereof as of the date of such Compliance Certificate; (c) promptly after delivery by the Person providing the same, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the REIT by independent accountants in connection with the accounts or books of the REIT or any of its Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the REIT, and copies of all annual, regular, periodic and special reports and registration statements which the REIT may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (e) promptly after the occurrence thereof, notice of any Default or Event of Default, and the occurrence or existence of any event or circumstance that is likely to become a Default or Event of Default and each such notice shall describe with particularity the clause or provision of this Agreement or other Loan Document that has been breached or violated; (f) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party (i) where the amount involved exceeds the Threshold Amount, (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would reasonably be expected to have a Material Adverse Effect; (iii) in which the relief sought is an injunction or other stay of the performance of any Loan Document or (iv) required to be reported to the SEC pursuant to the Exchange Act; (g) promptly after the occurrence of any of the following ERISA events Events affecting Borrower Borrowers or any member of its their Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with any Governmental Authority and any notice delivered by a Governmental Authority to Borrower Borrowers or any member of its their Controlled Group with respect to such event, notice of any of the following: (i) an ERISA Event where the aggregate liability is likely to exceed $1,000,000; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilitiesUnfunded Pension Liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code; (h) promptly after the occurrence thereof, notice of any Material Adverse Effect; (i) notice of any material change in accounting policies or financial reporting practices by Borrower Borrowers or any of its their Subsidiaries; (j) promptly after the occurrence thereof, notice of (i) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed 77 or threatened against Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries or any of their Properties pursuant to any Environmental Laws, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Properties of Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries that could reasonably be anticipated to cause such Properties (or any portion thereof) to be subject to any material restrictions on ownership, occupancy, transferability or use under any Environmental Laws, in each case only to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect; (k) promptly after the occurrence thereof, notice of the consummation of any material Investment or Disposition, of any material issuance of Stock of the REIT (other than upon the tender of any Partnership Units for redemption or the conversion of any employee stock options) or Partnership Units, of any incurrence of material Indebtedness or of any other material transaction entered into, by Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries; and change in any executive officer of the REIT; (l) promptly after the occurrence thereof, notice of the failure of the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to maintain its status as a qualified REIT subsidiary under the Code, if and to the extent required by applicable law; (m) upon the request of Administrative Agent, any subsequent revisions to the Organizational Chart; (n) promptly after receipt of any notice by Borrower, the REITBorrowers, any Management Entity or any of their Subsidiaries of any default under any Indebtedness or Guaranty Obligation described in Section 8.01(fSECTION 8.01(G), notice of such default; and (o) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to Sections SECTIONS 6.02(e) through (l) and (n) shall be accompanied by a statement of two (2) Responsible Officers of Borrower or the REIT, as the case may beBorrowers, setting forth details of the occurrence referred to therein and, if applicable, the provisions of this Agreement affected, and stating what action Borrower or the REIT, as the case may be, has Borrowers have taken and proposes propose to take with respect thereto.