Quarterly Financial Statement. Borrower shall furnish to Lender within 90 days after the end of each fiscal quarter, a balance sheet and income statement as of the end of such quarter, all in form and substance and in reasonable detail satisfactory to Lender, such quarterly financial statements being prepared according to GAAP.

UCC Financing Statement. The Grantor hereby authorizes the Secured Party to file a financing statement naming the Grantor as “debtor” and the Secured Party as “secured party” and describing the Collateral in the office of the Secretary of State of the State of Delaware, which financing statement may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Secured Party may reasonably determine to be necessary to ensure the perfection of the security interest in the Collateral granted to the Secured Party herein, including describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”

In performance of the Services, ​ shall exercise that degree of care, skill, and judgment that is normally exercised by professional consultants in the performance of services of a similar nature. ​ shall comply with all applicable federal, state and local laws, rules and regulations, including without limitation the Fair Labor Standards Act of 1938, in its performance of the Services hereunder. ​ shall indemnify and hold ​ harmless from any claims arising as result of its failure to comply with requirements of this Paragraph II.B, and indemnity shall survive the expiration termination of this AGREEMENT.

Pre-Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser # a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on [Exhibit B], setting forth # the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), # the Company’s calculation of the Company Transaction Expenses, # the Company’s calculation of Closing Date Indebtedness, # the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [Section 2.5(a)(i)(B)-(D)])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, # a certificate signed by an authorized executive officer of the Company that the Pre-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, and # the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that # such access shall not be a condition to Closing under this Agreement and # Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), # the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; # the Company will prepare and file with the Commission, promptly upon Cowen’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Cowen’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations and warranties made by the Company in this Agreement); # the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations and warranties made by the Company in this Agreement, and provided further, however, that the Company shall not be required to provide Cowen with any copy of any such document in advance if the filing does not name Cowen, does not relate to the transactions contemplated by this Agreement or is being filed in connection with a separate offering pursuant to the same Registration Statement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and # the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Effective. The Registration Statement shall be effective and shall be available for # all sales of Placement Shares issued pursuant to all prior Placement Notices and # the sale of all Placement Shares contemplated to be issued by any Placement Notice.

Agent’s Own Account; Clients’ Account. The Company has been advised and acknowledges that the Agent and the Forward Purchaser may trade, in compliance with applicable law, in the Common Shares for the Agent’s or the Forward Purchaser’s own accounts and for the accounts of their clients at the same time as sales of the Shares occur pursuant to this Agreement.

Participant's Account. The Administrator shall create and maintain adequate records to reflect the interest of each Participant in the Plan. Such records shall be in the form of notional individual accounts, with each Participant having a Matching Restoration Account and an Employer Retirement Restoration Account. Such Accounts shall be kept for record-keeping purposes only and shall not be construed as providing for assets to be held in trust or escrow or any other form of asset segregation for the Participant or for any Beneficiary to whom benefits are to be paid pursuant to the terms of the Plan.

Operating Account. From time to time, [[Organization C:Organization]] may provide funds to [[Organization B:Organization]] for deposit to an interest bearing account (the “Operating Account”) in accordance with this [Section 9]. The Operating Account shall be a subaccount of an interest-bearing savings account (the “Omnibus Account”) maintained by [[Organization B:Organization]] as agent for the benefit of [[Organization C:Organization]] and other sellers of mortgage related assets with a bank determined by [[Organization B:Organization]] its sole discretion (the “Depository”). The [[Organization B:Organization]] shall have non-exclusive withdrawal rights from the Operating Account. [[Organization C:Organization]] acknowledges that [[Organization B:Organization]] acts as [[Organization C:Organization]]’s agent for the limited purpose of placing funds with the Depository, and that funds held by [[Organization B:Organization]] as [[Organization C:Organization]]’s agent are not a deposit account or other liability of [[Organization B:Organization]]. [[Organization B:Organization]] shall maintain records of [[Organization C:Organization]]’s interest in the funds maintained in the Omnibus Account. Withdrawals may be paid by wire transfer or any other means chosen by [[Organization B:Organization]] from time to time in its sole discretion.

Each Borrower agrees that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV], in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.