Foreign Asset/Account Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should speak to his or her personal advisor on this matter.

Asset Sales; Casualty Events. If the [[Borrower:Organization]] or any Loan Party,

Merger or Asset Sale. In the event of a merger of the [[Plan Administrator:Organization]] with or into another corporation, or the sale of substantially all of the assets of the [[Plan Administrator:Organization]], each outstanding Option shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiaries of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Grantee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Grantee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock, immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

Purchase of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent on behalf of the Funding Agents (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereby purchases and accepts from the SPV an undivided percentage ownership interest in the Receivables and all other Affected Assets sold, assigned and transferred pursuant to [subsection (a)]. The Funding Agents’ right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Funding Agents shall hold the Asset Interest on behalf of their related Conduit Investors and Related Alternate Investors in accordance with the related Investor Interest, from time to time. To the extent a [[Organization B:Organization]] holds the Asset Interest on behalf of the Related Alternate Investors, such [[Organization B:Organization]] shall hold the Alternate Investor Percentage of the Asset Interest on behalf of such Alternate Investors pro rata in accordance with their respective outstanding portions of the Net Investment funded by them.

“Designated Holder” means any of the following, or any of their respective controlled Affiliates, or any fund or account managed, advised or controlled by any of the following or any of their respective controlled Affiliates: Highbridge Capital Management, LLC, Wolverine Asset Management, LLC, Corre Partners Management, LLC, Whitebox Advisors LLC, and SGF, Inc.

Cash Management Services. [[Organization A:Organization]] may use availability hereunder up to the Cash Management Sublimit for [[Organization B:Organization]]’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the “Cash Management Services”). The entire Cash Management Sublimit will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. The Cash Management Services shall be subject to additional terms set forth in applicable cash management services agreements. If at any time the Line of Credit is terminated or otherwise ceases to exist, [[Organization A:Organization]] shall immediately secure in cash the entire Cash Management Sublimit on terms acceptable to [[Organization B:Organization]].

“Brand Management Agreement”. Buyer and Seller shall execute and deliver a brand management agreement to manage the Proposed Business;

Treasury Management Services. Borrower and its Subsidiaries shall be in compliance with Section 7.12.

Simultaneously with the occurrence of Completion of the Project, [[Borrower:Organization]] shall enter into a Cash Management Agreement with a Cash Management Bank. [[Borrower:Organization]] acknowledges and agrees that the Cash Management Agreement shall provide, among other things, that upon the commencement of the first Trigger Period (if any) hereunder, a cash collateral account shall be established at the Cash Management Bank (such account, the “Cash Management Account”) in accordance with the terms of the Cash Management Agreement. [[Borrower:Organization]] hereby grants to [[Lender:Organization]] a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of [[Lender:Organization]] a perfected first priority security interest. [[Borrower:Organization]] hereby agrees that the Cash Management Agreement shall constitute an account control agreement with Cash Management Bank for the purposes of the UCC, and authorizes [[Lender:Organization]] to file [[Identifier]] Financing Statements and continuations thereof to perfect [[Lender:Organization]]’s security interest in the Cash Management Account if reasonably necessary. [[Lender:Organization]] and [[Servicer:Organization]] shall have the sole right to make withdrawals from the Cash Management Account, and neither [[Borrower:Organization]] or any other Person claiming on behalf of or through [[Borrower:Organization]] shall have any right or authority, whether express or implied, to make use of, or withdraw any funds, investments or other properties from, the Cash Management Account, or to give any instructions with respect to the Cash Management Account. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by [[Borrower:Organization]] from time to time in accordance with the Cash Management Agreement. The Cash Management Account shall be assigned the federal tax identification number of the [[Borrower:Organization]]. [[Borrower:Organization]] shall provide [[Lender:Organization]] or Cash Management Bank, at any time upon request of [[Lender:Organization]], with a Form W-8 or W-9 to evidence that [[Borrower:Organization]] is not subject to any back-up withholding under the IRS Code. If [[Borrower:Organization]] has not completed the process of opening the Cash Management Account with the Cash Management Bank prior to the first Payment Date during a Trigger Period, then

Auditors’ Management Letters. Promptly after any auditors’ management letters are received by the Borrower or by its accountants, which refer in whole or in part to any inadequacy, defect, problem, qualification or other lack of fully satisfactory accounting controls utilized by the Borrower.