Accounts shall be established and maintained for each Member which reflect his interest in contributions made under the Plan and the investment experience thereof. A Member’s interest in the Plan shall consist of one or more of the following Accounts:

A Salary Deferral Account, reflecting Salary Deferrals (including Age 50 Catch-Up Deferrals) and Rollover Contributions made by a Member to the Plan and earnings, losses and expenses attributable to such Salary Deferrals (including Age 50 Catch-Up Deferrals) and Rollover Contributions. A Salary Deferral Account may also include amounts transferred from a Prior Profit Sharing Account effective July 1, 1987, and earnings, losses and expenses attributable to such amounts.

As of each Valuation Date, the fair market value and balance of each Member’s Accounts shall be determined, as provided in (a), (b), (c) and (d) below. Any lawful procedure may be used for determining the fair market value and balance of Accounts; provided that such procedure is consistent with this Section 7.2.

The amount of any transfers, withdrawals, loans and distributions of Benefits effected during the calendar month ending with the Valuation Date shall be charged against each Member’s Company Contributions, Salary Deferral and Employee Accounts, as applicable.

Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account, or via electronic deposit capture into a “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”), pursuant to a blocked account agreement in form and substance satisfactory to Bank in its reasonable discretion. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the Cash Collateral Account and such payments and proceeds shall be # prior to the occurrence and continuance of an Event of Default, transferred on a daily basis to Borrower’s operating account with Bank, and # after the occurrence and during the continuance of an Event of Default, applied in a manner pursuant to the terms of Section 9.4 hereof.

Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under Section 4.

Adjustments of Accounts. On each Valuation Date, the Plan Administrator shall cause the value of the Account (or subaccount) to be increased (or decreased) for distributions, withdrawals, credits, debits and investment income, gains or losses charged to the Account.

Pre-Tax Contributions: Pre-Tax Contributions pursuant to Section 4.2 received in the Trust Fund since the preceding Valuation Date shall be credited to the respective Accounts of the Participants and invested in the Investment Funds in accordance with their instructions pursuant to Section 8.1.

Credits to Accounts. An amount equal to the amount of Base Salary, Cash Bonus, and Long-Term Incentive Awards deferred pursuant to a Participant’s Deferral Election shall be credited to the Participant’s Deferral Account as of the date such Compensation would otherwise have been paid to the Participant. A Participant’s Supplemental Matching Contribution for a Plan Year shall be credited to the Participant’s Matching Account as of the date such amounts would have been allocated as the Company Matching Contributions to the accounts of the Participant in the 401(k) Plan but for application of the applicable Code limits. Each amount so credited to an Account shall also be allocated to the appropriate Subaccount or Subaccounts within such Account.

Debit of Accounts. For each Term Loan Payment, Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.