Promptly following Closing and in any event within 90 days of the Closing Date, the Purchaser and the Vendor shall prepare and file with the SEC a Registration Statement on Form S-1, covering the resale of the Registrable Securities by the Vendor to its shareholders, as contemplated by Section 2.3, and, at the discretion of the Purchaser, the registration of any other Athena Common Shares with respect to an offering of Athena Common Shares by the Purchaser for its own account or for the account of any of its other shareholders. The Vendor hereby consents to being named as an "underwriter" in such Registration Statement, if in reasonable opinion of the Purchaser and its legal counsel such designation is required. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Vendor at least three Business Days prior to its filing or other submission.

Accounts Statement. At least five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “AR/AP Statement”) setting forth in reasonable detail the Seller’s good faith estimates of Accounts Receivable, Accounts Payable and the Net Adjustment Amount, accompanied by reasonably detailed back-up documentation for such estimates; provided that Seller shall consider in good faith any comments Purchaser might have with respect to the AR/AP Statement, but if the Parties cannot resolve any disagreement with regard to any such comments by the date the Closing is to occur pursuant to this Agreement, the AR/AP Statement shall be based upon the Seller’s good faith estimates and such a disagreement shall in no event cause a delay to the Closing (it being understood that the post-Closing true-up mechanism provided for in [Section 1.6(c)] and Exhibit F shall continue to be available).

After written request by ​, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, ​ shall within ten (10) Business Days furnish ​ with a statement, duly acknowledged and certified, setting forth # the original principal amount of the Loan, # the unpaid principal amount of the Loan, # the Interest Rate of the Loan, # the date installments of interest and/or principal were last paid, # any offsets or defenses to the payment of the Debt and/or any claims against ​ then known to ​, if any, # that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and # whether, to ​’s knowledge, there is any Default or Event of Default then continuing.

The Borrowers shall, within thirty (30) days of a written request from the Agent or a third party, furnish the Agent or such third party, as applicable, with a statement, duly acknowledged and certified, setting forth # the Outstanding Principal Balance, # the Applicable Interest Rate, # the date installments of interest and/or principal were last paid, # any offsets or defenses to the performance of the Obligations, if any, and # that the Note, this Agreement, the Mortgages and the other Loan Documents have not been modified or if modified, giving the particulars of such modification.

Closing Statement. No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close of business on the Closing Date, # the amount, if any, by which such calculation of Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # each of the items described in [Section 2.5(a)(i)(B)-(H)])] above, as of the close of business on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.

Proxy Statement. None of the information included or incorporated by reference in the Proxy Statement will, at the date it is first mailed to the Stockholders or at the time of the ​ Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by ​ with respect to statements made or incorporated by reference therein based on information supplied by the Companies expressly for inclusion or incorporation by reference in the Proxy Statement.

The Disclosure Statement contains # sufficient information of a kind necessary to satisfy the disclosure requirements of all applicable nonbankruptcy laws, rules, and regulations, including the Securities Act, and # “adequate information” (as such term is defined in section 1125(a) of the Bankruptcy Code and used in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtors, the Plan, and the transactions contemplated therein. The filing of the Disclosure Statement with the clerk of the Court satisfied Bankruptcy Rule 3016(b).

Disclosure Statement. The Disclosure Statement is approved in all respects.

PRELIMINARY STATEMENT. The [[Organization D:Organization]] is a party to the Term Loan Agreement (as further amended, restated or otherwise modified from time to time, the “Loan Agreement”) described in Item 1 of [Schedule 1] attached hereto (“[Schedule 1]”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed thereto in the Loan Agreement.

Plan Statement. “Plan Statement” means this document entitled “Target Corporation Officer EDCP (2017 Plan Statement),” as adopted by the Company, effective as of January 1, 2017, as the same may be amended from time to time.