Common use of Representations and Acknowledgments Clause in Contracts

Representations and Acknowledgments. Customer hereby represents, warrants, and covenants that, (i) there is no restriction or limitation which may prevent it from fulfilling its obligations under this Agreement; (ii) the extent required by the Investment Advisers Act of 1940, as amended (the “Advisers Act”), duly registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) with investment adviser notice filings duly filed in each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iii) if the RIA is not permitted under the Advisers Act to register with the SEC, duly registered as an investment adviser with the securities regulator of each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iv) to extent the RIA uses the Solution in connection with effecting transactions or dealing in securities, duly registered as a broker-dealer with the SEC and the securities regulator each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (v) to extent the RIA is a registered broker- dealer, a member firm in good standing of the Financial Industry Regulatory Authority (“FINRA”); (vi) it shall provide FeeX with true and accurate information as requested by FeeX including but not limited to its documented evidence of Customer’s or its Personnel’s required licenses, qualifications and/or compliance with (ii) – (v) (as applicable); (vii) Customer shall ensure that each of its Personnel have and shall have for the duration of the Term all required licenses, qualifications and are in compliance with (ii) (v) as applicable; (viii) it shall use the Services to communicate transaction instructions only to duly registered broker-dealers or to custodians or administrators that are not required, pursuant to applicable exclusions, exemptions or SEC no-action relief, to be so registered; (ix) in performing its obligations and exercising its rights under this Agreement, it will comply with all applicable laws; (x) it shall obtain, maintain and receive all necessary consents from End Users as required under applicable law and this Agreement and the FeeX Terms of Use and the FeeX Privacy Policy as updated from time to time; (xi) it is solely and fully responsible for any loss, injury and/or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services, including through the Analysis; (xii) FeeX shall have no responsibility, liability or duty for the administration or management of the Customer’s services established or administered using the Services, including without limitation any responsibility or liability towards an End User. Without limiting any of the foregoing representations, warranties or covenants, Customer represents, warrants and covenants that it has, its Personnel have, and shall maintain during the Term all registrations and licenses required by any governmental or other regulatory authority with applicable jurisdiction in connection with all businesses, operations and other activities for which Customer will use the Services and shall maintain all policies, procedures and internal control required or reasonably designed to comply with all laws, regulations, rules, and regulatory guidance and requirements that apply to the Customer and its Personnel’s intended and actual use of the Services and performance under this Agreement. The Customer shall be solely responsible for all provision of investment advice to its End Users, including without limitation all investment advice based on Customer’s use of the Services. Nothing in this Agreement shall be deemed to delegate or assign to FeeX, or to cause or obligate FeeX to assume, any duty or obligation of the Customer’s under any law or regulation or to any of the Customer’s End Users. Further, Customer acknowledges and agrees that all calculations and comparisons generated through the Customers use of the Services shall depend on the Customer’s projections, assumptions and determinations.

Representations and Acknowledgments. Customer hereby representsa. Vendor represents and warrants it has full right and authority to enter into this Agreement and perform the Services under applicable law. Vendor shall provide immediate written notice to Company if the Vendor is debarred or suspended or by any state of the federal government. Vendor further represents and warrants it shall perform the Services in a professional manner, warrantsusing due care, skill, diligence and covenants that, (i) at a level equivalent to industry best standards and practices, it is not a party to any agreement that prohibits Vendor from entering into this Agreement or fully performing the Services; it will abide by the terms of Exhibit B; there is no restriction outstanding, or limitation threatened, litigation, arbitrated matter or other dispute to which may prevent it from fulfilling Vendor is a party which would reasonably be expected to have a material adverse effect on Vendor’s ability to fulfill its obligations herein; Vendor shall obtain and maintain in good standing all applicable permits and licenses required in connection with its obligations under this Agreement; (ii) , the extent required by the Investment Advisers Act of 1940, as amended (the “Advisers Act”), duly registered as an investment adviser Services will conform with the U.S. Securities all descriptions and Exchange Commission (the “SEC”) with investment adviser notice filings duly filed in each U.S. state where Customer’s End Users for which the RIA uses the Solution specifications provided to Company and they are located; (iii) if the RIA is not permitted under the Advisers Act to register with the SEC, duly registered as an investment adviser with the securities regulator of each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iv) to extent the RIA uses the Solution in connection with effecting transactions or dealing in securities, duly registered as a broker-dealer with the SEC and the securities regulator each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (v) to extent the RIA is a registered broker- dealer, a member firm in good standing of the Financial Industry Regulatory Authority (“FINRA”); (vi) it shall provide FeeX with true and accurate information in all material respects; and the Services will not infringe upon the intellectual property rights of a third party. b. The Vendor will have access to trade secrets, inventions, innovations, processes, information, records files, records, documents, and specifications, owned, used or licensed by the Company including, without limitation, the Company’s business and product processes, methods, personal information, intellectual property, personnel, Company lists, accounts and procedures and other information. The Vendor will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as requested by FeeX including but required for this engagement. The Vendor further agrees that it will not limited disclose its retention as a Vendor or the terms of this Agreement to its documented evidence any person without the prior written consent of Customer’s or its Personnel’s required licenses, qualifications and/or compliance with (ii) – (v) (as applicable); (vii) Customer shall ensure that each of its Personnel have the Company and shall have preserve the confidential nature of the relationship to the Company and of the Services hereunder. c. The Vendor shall co-operate with Company in all matters relating to the Services and not do or omit to do anything which may cause Company to lose any licence, authority, consent or permission on which it relies for the duration purposes of the Term conducting its business; and obtain and maintain, all required licenses, qualifications necessary licences and are in compliance with (ii) (v) as applicable; (viii) it shall use the Services to communicate transaction instructions only to duly registered broker-dealers or to custodians or administrators that are not required, pursuant to applicable exclusions, exemptions or SEC no-action relief, to be so registered; (ix) in performing its obligations consents and exercising its rights under this Agreement, it will comply with all applicable laws; (x) it shall obtain, maintain and receive all necessary consents from End Users as required under applicable law and this Agreement and the FeeX Terms of Use and the FeeX Privacy Policy as updated from time relevant legislation in relation to time; (xi) it is solely and fully responsible for any loss, injury and/or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services, including through the Analysis; (xii) FeeX shall have no responsibility, liability or duty for the administration or management of the Customer’s services established or administered using the Services, including without limitation any responsibility or liability towards an End User. Without limiting any of the foregoing representations, warranties or covenants, Customer represents, warrants and covenants that it has, its Personnel have, and shall maintain during the Term all registrations and licenses required by any governmental or other regulatory authority with applicable jurisdiction in connection with all businesses, operations and other activities for which Customer will use the Services and shall maintain all policies, procedures and internal control required or reasonably designed to comply with all laws, regulations, rules, and regulatory guidance and requirements that apply to the Customer and its Personnel’s intended and actual use of the Services and performance under this Agreement. The Customer shall be solely responsible for all provision of investment advice to its End Users, including without limitation all investment advice based on Customer’s use of the Services. Nothing in this Agreement shall be deemed to delegate or assign to FeeX, or to cause or obligate FeeX to assume, any duty or obligation of the Customer’s under any law or regulation or to any of the Customer’s End Users. Further, Customer acknowledges and agrees that all calculations and comparisons generated through the Customers use of If the Services (in whole or in part) fail to meet any acceptance criteria or have not been delivered to Company’s satisfaction then, the Vendor shall depend on promptly re-perform or re-deliver the Customer’s projectionsServices (in whole or in part) at no additional charge, assumptions and determinationseven if Company delivered an acceptance notice to the Vendor.

Representations and Acknowledgments. Customer hereby representsA. PROVIDER represents to CSC that upon the execution of this Agreement and continuing throughout the Agreement Term the following are true and correct. In the event that any of the following representations become at any time not true, warrants, and covenants that,the PROVIDER shall immediately provide written notice of same to the CSC Programs Manager. (i) there is 1. There have been no restriction events that could have a material effect on PROVIDER'S operations or limitation financial stability. 2. PROVIDER has no knowledge of any violations of laws or regulations the effects of which may prevent it from fulfilling its obligations under should be considered by CSC prior to entering into this Agreement; (ii. 3. There are no material transactions that have not been properly recorded in the appropriate document(s) the extent required or disclosed. 4. Related party transactions as defined by the Investment Advisers Act of 1940, as amended (the “Advisers Act”generally accepted accounting principles and related amounts receivable or payable have been properly recorded or disclosed. 5. It maintains appropriate active license(s), duly registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) with investment adviser notice filings duly filed in each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iii) if the RIA is not permitted under the Advisers Act to register with the SEC, duly registered as an investment adviser with the securities regulator of each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iv) to extent the RIA uses the Solution in connection with effecting transactions or dealing in securities, duly registered as a broker-dealer with the SEC and the securities regulator each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (v) to extent the RIA is a registered broker- dealer, a member firm all in good standing and have not been revoked or suspended, where PROVIDER is operating a facility or providing a service where any type of the Financial Industry Regulatory Authority (“FINRA”); (vi) it shall provide FeeX with true and accurate information as requested by FeeX including licensure is required, including, but not limited to its documented evidence federal, state, county and local law. 6. PROVIDER represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Customer’s or its Personnel’s required licenses, qualifications and/or compliance with (ii) – (v) (as applicable); (vii) Customer shall ensure that each of its Personnel have Work and shall have to provide and perform such services to CSC’S satisfaction for the duration of the Term all required licensesagreed compensation. 7. PROVIDER shall perform its duties, qualifications obligations, and are in compliance with (ii) (v) as applicable; (viii) it shall use the Services to communicate transaction instructions only to duly registered broker-dealers or to custodians or administrators that are not required, pursuant to applicable exclusions, exemptions or SEC no-action relief, to be so registered; (ix) in performing its obligations and exercising its rights services under this AgreementAgreement in a skillful and respectable manner. The quality of PROVIDER’S performance and all interim and final product(s) provided to or on behalf of CSC shall be comparable to local state and national best practice standards. B. PROVIDER acknowledges that: 1. Verification of liability protection, it will comply with all applicable laws; (x) it shall obtain, maintain and receive all necessary consents from End Users as required under applicable law and accompany this Agreement upon execution of this Agreement by PROVIDER. 2. Information, guidance and technical assistance offered by the FeeX Terms CSC Programs Manager, or any other staff, whether written or verbal, in no way constitutes a guarantee of Use execution of this Agreement by the CSC and the FeeX Privacy Policy as updated from time to time; (xi) it is solely and fully responsible for any loss, injury and/or damages incurred should not be relied upon as a result basis for doing business, delivering service, expending financial resources or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services, including through the Analysis; (xii) FeeX shall have no responsibility, liability or duty for the administration or management expectation of the Customer’s services established or administered using the Services, including without limitation any responsibility or liability towards an End User. Without limiting any receipt of the foregoing representations, warranties or covenants, Customer represents, warrants and covenants that it has, its Personnel have, and shall maintain during the Term all registrations and licenses required by any governmental or other regulatory authority with applicable jurisdiction in connection with all businesses, operations and other activities for which Customer will use the Services and shall maintain all policies, procedures and internal control required or reasonably designed to comply with all laws, regulations, rules, and regulatory guidance and requirements that apply to the Customer and its Personnel’s intended and actual use of the Services and performance under this Agreement. The Customer shall be solely responsible for all provision of investment advice to its End Users, including without limitation all investment advice based on Customer’s use of the Services. Nothing in this Agreement shall be deemed to delegate or assign to FeeX, or to cause or obligate FeeX to assume, any duty or obligation of the Customer’s under any law or regulation or to any of the Customer’s End Users. Further, Customer acknowledges and agrees that all calculations and comparisons generated through the Customers use of the Services shall depend on the Customer’s projections, assumptions and determinationspayment.

Representations and Acknowledgments. Customer hereby representsa. Executive represents and agrees that he will within fourteen days after the Separation Date use reasonable efforts to return to the Company all Company documents and property belonging to the Company, warrantsincluding, but not limited to, any Company-issued laptop, blackberry, keys, card access to the building and covenants that, office floors, internal policies, work files (both electronic and hard copy) and other confidential business financial information and documents, such as any recordings made of Company meetings as of the Separation Date, provided that Executive may retain any such documents as have been provided to lenders to or equityholders of the Company Group. Notwithstanding the foregoing, (i) there is no restriction or limitation which may prevent it from fulfilling its obligations under this Agreement; with respect to documents in locations other than Executive’s Arizona and Georgia residences, the deadline pursuant to the preceding sentences shall be extended to fourteen days after his next visit to such locations and (ii) the extent required by the Investment Advisers Act of 1940Executive shall be entitled to retain his personal documents, as amended (the “Advisers Act”), duly registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) with investment adviser notice filings duly filed in each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iii) if the RIA is not permitted under the Advisers Act to register with the SEC, duly registered as an investment adviser with the securities regulator of each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iv) to extent the RIA uses the Solution in connection with effecting transactions or dealing in securities, duly registered as a broker-dealer with the SEC documents concerning various agreements between him and the securities regulator each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (v) to extent the RIA is a registered broker- dealerCompany Group, a member firm in good standing and financial information of the Financial Industry Regulatory Authority (“FINRA”); (vi) it shall provide FeeX with true and accurate information as requested by FeeX including but not limited sort provided to its documented evidence of Customer’s or its Personnel’s required licenses, qualifications and/or compliance with (ii) – (v) (as applicable); (vii) Customer shall ensure that each of its Personnel have and shall have for the duration of the Term all required licenses, qualifications and are in compliance with (ii) (v) as applicable; (viii) it shall use the Services to communicate transaction instructions only to duly registered broker-dealers or to custodians or administrators that are not required, lienholders pursuant to applicable exclusionsthat certain Second Lien Term Loan Credit Agreement dated as of February 29, exemptions or SEC no-action relief, to be so registered; (ix) in performing its obligations and exercising its rights under this Agreement, it will comply with all applicable laws; (x) it shall obtain, maintain and receive all necessary consents from End Users as required under applicable law and this Agreement and the FeeX Terms of Use and the FeeX Privacy Policy as updated from time to time; (xi) it is solely and fully responsible for any loss, injury and/or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services, including through the Analysis; (xii) FeeX shall have no responsibility, liability or duty for the administration or management of the Customer’s services established or administered using the Services, including without limitation any responsibility or liability towards an End User2012. Without limiting Should Executive subsequently locate any of the foregoing representationsmaterials identified in the first sentence of this Section 8(a), warranties or covenants, Customer represents, warrants and covenants that it has, its Personnel have, he shall promptly return them to the Company. The Company shall return Executive’s laptop computer to him once the laptop has been processed in accordance with the Company’s customary procedures and shall maintain during assist Executive in facilitating the Term transfer to Executive of (a) his cellular telephone number (000-000-0000) and (b) his computer aircard account, in each case at Executive’s sole expense. The Executive represents and warrants that he has not misappropriated or willfully retained any computer data or information in violation of the Company’s applicable policies. b. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all registrations and licenses required by any governmental or other regulatory authority with applicable jurisdiction in connection with all businessesof the provisions of the Agreement and, operations and other activities for which Customer will use the Services and shall maintain all policies, procedures and internal control required or reasonably designed to comply with all laws, regulations, rules, and regulatory guidance and requirements that apply to the Customer extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and its Personnel’s intended and actual use voluntarily waive the remainder of the Services and performance under this Agreementsaid 21-day period. c. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY (AND HAS IN FACT CONSULTED WITH HIS ATTORNEY), AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO XXX OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES (OR ANY OTHER RELEASEE OF THE EXECUTIVE HEREUNDER), AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. The Customer EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. d. Executive shall be solely responsible for all paying, and shall pay, any local, state or federal income taxes, penalties, interest, fines or assessments incurred as the result of any payment of monies or provision of investment advice benefits under Section 2(f) hereof and agrees to its End Usersindemnify the Company to the extent that the Company incurs any liability with respect to such taxes or related amounts. Without limiting the foregoing, including without limitation all investment advice based the Company acknowledges that the reimbursement set forth in Section 2(f) shall not be reported on Customer’s use of the Services. Form W-2 or Form 1099. e. Nothing in this Agreement shall affect Executive’s remaining rights with respect to (i) Executive’s indirect ownership of common equity of the Company, (ii) Executive’s direct ownership of membership interests in DSW Group Holdings, LLC; (iii) Executive’s Second Lien participation with Solar Capital as described in that certain Second Lien Term Loan Credit Agreement dated as of February 29, 2012 and that certain Participation Agreement dated February 29, 2012 and which, as of December 31, 2012, had an accreted par value of $7,237,817.73 (the “Second Lien Interest”), (iv) Executive’s right to receive a portion of the “Contingent Payment” as the term is defined in that certain Contingent Payment Agreement dated April 20, 2012, and (v) Executive’s right to receive a portion of the “Minority Guaranteed Payment” as the term is defined in that certain Minority Guaranteed Payment Agreement dated April 20, 2012, in each case as subject to the terms of the applicable documentation (collectively, the “Ancillary Interests”). For so long as Executive continues to hold the Second Lien Interest he shall be deemed entitled to delegate or assign receive such financial and other information as is provided by the Company Group from time to FeeXtime to the Lenders under that certain Second Lien Term Loan Credit Agreement dated as of February 29, 2012 or to cause or obligate FeeX to assume, any duty or obligation members of the Customer’s under Company or any law or regulation or to any member of the Customer’s End Users. FurtherCompany Group (which for purposes of this Agreement shall include monthly, Customer acknowledges quarterly and agrees that all calculations and comparisons generated through the Customers use of the Services shall depend on the Customer’s projections, assumptions and determinationsannual audited financial statements).