Share Reserve. Subject to the provisions of Section 14 of the Plan, the maximum number of Shares that may be issued under the Plan is 3,500,000 Shares. Upon the Effective Date, no further awards shall be granted under the Prior Plans. If, after the Effective Date, any Shares subject to awards granted under a Prior Plan would again become available for new awards under the terms of such plan if such plan were still in effect and without regard to any termination thereof, then those Shares will be available for the purpose of granting Awards under this Plan, thereby increasing the limit in the preceding sentence. The Shares issued pursuant to Awards under the Plan may be authorized, but unissued, or reacquired Common Stock.

Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of Ordinary Shares that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 4,350,167 shares (the “Share Reserve”). For clarity, the Share Reserve in this Section ‎3(a) is a limitation on the number of Ordinary Shares that may be issued pursuant to the Plan. Accordingly, this Section ‎3(a) does not limit the granting of Stock Awards except as provided in Section ‎7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual [Section 303A.08, AMEX]X] Company Guide [Section 711] or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

Share Reserve. Subject to adjustment as provided in Section 12, the maximum number of shares of Stock that may be issued pursuant to Options granted under the Plan (including any Non-423(b) Offering established hereunder) is One Million One Hundred Thousand (1,100,000) shares. The shares of Stock reserved for issuance under the Plan may be authorized but unissued shares, treasury shares, or shares purchased on the open market.

Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards from and after the Effective Date shall not exceed 7,000,000 shares. Shares may be issued under the terms of this Plan in connection with a merger or acquisition as permitted by Rule [[Unknown Identifier]] of the NYSE Listed Company Manual Rules or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

Liquidity Reserve. The Servicer, in its discretion, may establish a liquidity reserve (the “Liquidity Reserve”) from which to fund Servicing Advances (including litigation costs and expenses (including attorneys’ fees)), P&I Advances and Interest Shortfall with respect to the Mortgage Loans. If the Servicer elects to establish a Liquidity Reserve it shall establish a Liquidity Reserve Account at a Qualified Depository. The Liquidity Reserve Account shall be held in trust for the benefit of the Owner and shall be established and maintained for the sole purpose of holding and distributing the Liquidity Reserve funds. The Servicer may fund the Liquidity Reserve with such portion of distributions on the Mortgage Loans (but such portion shall nonetheless be deemed to have been distributed to Owner) as it deems appropriate, in the exercise of its reasonable discretion, or otherwise request Owner to fund such Liquidity Reserve, in which case Owner shall fund such Liquidity Reserve as so requested. At the termination of this Agreement, all remaining funds held in the Liquidity Reserve shall be distributed to the Owner. Amounts on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments, shall not be used to pay costs or expenses other than Servicing Advances (including litigation costs and expenses (including attorneys’ fees)), P&I Advances and Interest Shortfall, and shall be used to pay such amounts only in any month in which the distributions on the Mortgage Loans received during that month are insufficient to provide sufficient cash to pay all such amounts due and payable during that month. No funds from any other source (other than interest or earnings on the funds held in the Liquidity Reserve Account) shall be commingled in the Liquidity Reserve Account. Amounts on deposit in the Liquidity Reserve Account (including interest and earnings thereon) shall be used and may be withdrawn and disbursed only in accordance with the provisions of this paragraph. The Servicer shall be authorized and directed to withdraw funds from the Liquidity Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose. Notwithstanding anything in this [Section 4.17(a)] to the contrary, it is expressly understood that the Servicer’s failure to establish or require the Owner to establish or fund a Liquidity Reserve shall not preclude the Servicer from seeking reimbursement from the Owner for Servicing Advances (including litigation costs and expenses (including attorneys’ fees)), P&I Advances and Interest Shortfall, all of which remain the obligations of the Owner.

Litigation Reserve. Without prejudice to its rights under [Section 4.17(a)], the Servicer, in its discretion, may establish a litigation reserve (the “Litigation Reserve”) from which to fund litigation costs and expenses (including attorneys’ fees) that constitute Servicing Advances with respect to the Mortgage Loans. If the Servicer elects to establish a Litigation Reserve it shall establish a Litigation Reserve Account at a Qualified Depository. The Litigation [[Unknown Identifier]] 8630204v.6

Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to Six-Hundred and Fifty Thousand (650,000) shares of Stock in the aggregate. The maximum number of shares of Stock that may be delivered pursuant to the exercise of Stock Options (all of which may be granted as ISOs, Non-Qualified Stock Options or a combination of each) is Six-Hundred and Fifty Thousand (650,000) shares of Stock, reduced by any shares of Stock issued as Restricted Stock Awards. The maximum number of shares of Stock that may be issued as Restricted Stock Awards is Six-Hundred and Fifty Thousand (650,000) shares of Stock, reduced by any shares of Stock issued upon the exercise of Stock Options. The aggregate number of shares of Stock available for grant under this Plan and the number of shares of Stock subject to outstanding Awards shall be subject to adjustment as provided in Section 3.3.

Inventory Reserve. If at any time inventory located in Mexico is included as Eligible Inventory in the Borrowing Base, Agent shall implement a reserve equal to the lesser of # the availability generated by the Eligible Inventory in Mexico and # the amount of severance liability as required under Mexican law.

Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

From and after the earliest to occur of # the occurrence of an Event of Default, # the Borrowers’ failure to pay any annual premiums for any Required Insurance Policy prior to the due date therefor and # the occurrence of a Cash Management Event, on each Payment Date thereafter, Borrowers shall deposit an amount equal to 1/12th of the amount that Administrative Agent estimates will be required to pay the next required annual premium for each Required Insurance Policy. The purpose of these provisions is to provide Administrative Agent with sufficient funds on hand for Administrative Agent or Servicer to pay all such premiums thirty (30) days prior to the date that such premiums become past due. If Administrative Agent, in its reasonable discretion, determines that the funds deposited with Administrative Agent hereunder are, or will be, insufficient to pay such premiums, then Borrowers shall, within ten (10) days following Borrowers’ receipt of written demand, pay # such additional sums as Administrative Agent shall determine as necessary to pay such premiums and # any increased monthly charges requested by Administrative Agent. Provided that no Event of Default exists and is continuing, Administrative Agent shall apply the amounts so deposited to the payment of such insurance premiums when due, but in no event will Administrative Agent be liable for any interest on any amounts so deposited, and the money so deposited may be held and commingled with Administrative Agent’s or Servicer’s own funds. If an Event of Default exists, Administrative Agent may apply such funds to the payment of such insurance premiums and/or any of the Secured Obligations in such order as Administrative Agent shall elect in its sole discretion or may retain the same as security for the Secured Obligations, in the sole discretion of Administrative Agent.