Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account shown as an Eligible Account in a Borrowing Base Report, that:

Accounts. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: # it is genuine and enforceable in accordance with its terms and is not evidenced by a judgment; # it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto; # it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; # it is not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; # no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective); # no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder and # to the best of Borrowers' knowledge, # there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; # the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and # there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faith.

Chattel Paper and rights to receive monies included thereby;

Accounts. (a) Disburse funds from any Collateral Account other than in accordance with the Depositary Agreement or deposit funds in any account other than a Collateral Account (except in connection with transfers from a Collateral Account in accordance with the Depositary Agreement) or # open any deposit account unless such deposit account is subject to Agent’s control in accordance with [Section 8.3].

Accounts. The Committee shall establish a book reserve account, entitled the "Deferred Compensation Account," on behalf of each Participant. The Committee shall also establish an In-Service or Education Account as a part of the Deferred Compensation Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of [Section 8.3].

Accounts. The Trustee shall keep accurate and detailed accounts of all investments, reinvestments, receipts, disbursements, and all other transactions hereunder, and all such accounts and the books and records relating thereto shall be open to inspection at all reasonable times by the Employer or the Committee or persons designated by them.

Accounts. RLI shall establish and maintain a separate Account for each Participant. The Account shall be for recordkeeping purposes only and shall not represent a trust fund or other segregation of assets for the benefit of the Participant. A separate subaccount shall be established within each Account to represent the amount deferred by a Participant for each Year in which the Participant defers a Deferral Eligible Amount under the Plan.

Accounts. Any Voluntarily Deferred Fees designated as Stock Equivalent Deferrals shall be divided by the price per share (or other pricing methodology approved by the Committee) of the Common Shares on the date such Fees would otherwise have been paid (or, if such date is not a Trading Day, then on the first Trading Day immediately preceding such date) in cash to determine the number of Stock Equivalents or fractions thereof (calculated to the third decimal place with conventional rounding or as otherwise determined by the Committee) credited to a Director’s account. Any Designated Stock Equivalents shall be equal in number to the number of RSUs a Director elects to defer, but shall, along with any increments thereto pursuant to [Subparagraph (b) or (d)])] below, continue to be subject to the forfeiture provisions (but not the payment provisions) of the instrument evidencing the

Accounts. Each of the parties hereto hereby agrees that each Account shall be deemed to be a Securities Account. Each of the parties hereto hereby agrees to cause the Collateral Agent or any other Securities Intermediary that holds any Cash or other Financial Asset for the Borrower in an Account to agree with the parties hereto that # the cash and other property (subject to [Section 6.4(e)] below with respect to any property other than investment property, as defined in Section 9‑102(a)(49) of the UCC) is to be treated as a Financial Asset and # the jurisdiction governing the Account, all Cash and other Financial Assets credited to the Account and the “securities intermediary’s jurisdiction” (within the meaning of Section 8‑110(e) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in any Account be registered in the name of, payable to the order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed in blank or to the Collateral Agent or other Securities Intermediary that holds such Financial Asset in such Account.

Accounts. The Seller covenants and agrees it shall not, nor direct any Person to, deposit any Collections with respect to the Related Receivables in any account other than the Collection Account or the Collection Receipt Accounts.