Account Verification Agent shall have the right at any time, # whether or not a Default or Event of Default exists, in the name of any Borrower or # solely while a Default or Event of Default exists, in the name of Agent or any designee of Agent, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

Verification. Upon the occurrence and during the continuance of an Event of Default, then upon prior written notice from Agent to Borrowers, all rights of Borrowers to collect any payments due under the Contracts and the Collateral and all rights of Borrowers to exercise the consensual rights which it would otherwise be entitled to exercise pursuant to [Section 5.2(a)], above, shall immediately terminate. During the continuance of an Event of Default, Borrowers, at Agent’s request, shall direct all Contract Debtors to make all payments due under the Contracts and the Collateral directly to Agent or to a bank account designated by Agent, and Borrowers shall otherwise cooperate with Agent in that regard. All payments received by Borrowers contrary to this [Section 5.2(d)] shall be received in trust for the exclusive right of Agent, shall be segregated from other funds of Borrowers, and shall forthwith be delivered to Agent. Agent shall reinstate Borrowers’ rights to collect payments and to exercise its consensual rights if no Event of Default is in effect for a 60-day period.

Employment Verification. This offer, and your employment by the Company, is contingent upon satisfactory employment authorization verification, and the submission of a completed Form 1-9 and required documents thereunder.

Rate Verification. For a period of five (5) years following the Closing Date, Purchaser (or its Affiliates) shall conduct annual market checks to verify the competitiveness of the Holding Corporation rates related to insurer placements, the results of which will be promptly shared by Purchaser with the Holding Corporation. To the extent that the Holding Corporation reasonably determines, based on such market checks that the pricing offered to the Holding Corporation (and its Affiliates) on any insurance policies otherwise subject to [Section 7.4] is not competitive with pricing available from other insurance brokers (such rates, “Competitive Rates”), the Holding Corporation (or its applicable Affiliate) shall, notwithstanding [Section 7.4] to the contrary, be permitted to move such policies to such other insurance brokers; {provided, however, that the Holding Corporation may not exercise the rights contemplated in this Section without first # providing Purchaser with written notice of the insurance policies that are not competitive with the applicable Competitive Rates and setting out the differences between the rates quoted by Purchaser and the Competitive Rates and # providing Purchaser with an opportunity within a thirty (30) day period after the receipt of such written notice to obtain reasonably competitive rates.

Employment Eligibility Verification. For purposes of federal immigration law, Executive will be required to provide to the Company documentary evidence of Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of Executive’s Start Date, or Executive’s employment relationship with the Company may be terminated.

Verification of Authorization. With each tendered delivery of shares as provided in [Subsections 2.1.1 through 2.1.4, ALY]Y] shall provide IIM with certified copies of the resolutions of ALY’s board of directors and its shareholders, if applicable, authorizing the issuance of common shares, subject to the parameters imposed by the CDNX. Similarly, with each tendered delivery of shares as provided in [Subsections 2.1.1 through 2.1.4, IIM]M] shall provide ALY with certified copies of the resolutions of IIM’s board of directors and IIM’s shareholders, if applicable, authorizing the acceptance of common shares of ALY.

Verification of Customer Diversion. The Company may request at any time within twelve (12) months of the Executive’s last day of employment with the Company that the Executive provide a written statement under oath, in a form acceptable to the Company, identifying all customers that the Executive worked with or learned of through the Company or the Bank and for whom the Executive is again providing services or receiving compensation from, either directly or indirectly. The Company agrees to use such list only in connection with enforcing the Executive’s agreements with the Company or the Bank.

Account. “Account” means the separate bookkeeping account representing the separate unfunded and unsecured general obligation of the Participating Employers established with respect to each person who is a Participant in this Plan. Within each Participant’s Account, separate subaccounts shall be maintained to the extent the Plan Administrator determines it to be necessary or desirable for the administration of this Plan.

Collection Account; Reserve Account. The Servicer shall not create or participate in the creation of, or permit to exist, any Liens (other than Permitted Liens) with respect to the Collection Account or the Reserve Account. The Servicer shall not grant the right to take dominion or “control” (as defined in the relevant UCC) at a future time or upon the occurrence of a future event to any Person with respect to such Collection Account or the Reserve Account.

Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to [Section 2.6(d)]. Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Revolving Loan or Swing Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.