Capital Accounts. The Partnership will maintain for each Partner an account to be designated “Capital Account”, to which will be added the Partner’s Initial Capital Contribution, Additional Capital Contributions and distributive share of the profits of the Partnership, and against which will be deducted the Partner’s distributive share of the losses of the Partnership and all distributions made to the Partner. A Partner’s Capital Account may, at any point in time, be the same as or different from such Partner’s Capital Balance and may have a negative balance resulting from the Partner’s share of distributions and losses in excess of the Partner’s Initial Capital Contribution and Additional Capital Contributions.

Maintenance of Capital Accounts. The Company shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the sole discretion of the Board), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company property. Without limiting the foregoing, each Unitholder’s Capital Account shall be adjusted, without duplication:

Accounts. All existing and future Accounts included in the Collateral are or will be bona fide existing obligations created by the sale and delivery of merchandise or the rendering of services to customers and arose or will arise in the ordinary course of business; and that such Accounts are not and will not be subject to defense, set-off or counterclaim which in the aggregate would materially impair the value of such Accounts as collateral for the Secured Obligations. No Grantor will, without the Bank’s prior written consent, grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with past practice or otherwise in accordance with prudent and reasonable business practices.

Accounts. Each Account is, or at the time it arises, will be: # a bona fide, valid and legally enforceable indebtedness of the account debtor according to its terms, arising out of or in connection with the sale, lease or performance of goods or services by the Grantors or any of them, # subject to no material offsets, discounts, counterclaims, contra accounts or any other defense of any kind and character, other than warranties and discounts customarily given by the Grantors in the ordinary course of business and warranties or refunds provided by applicable Law, and # not evidenced by any chattel paper or other Instrument; or if so, any such chattel paper or other Instrument (other than invoices and related correspondence and supporting documentation) relating to Accounts in excess of $750,000 in the aggregate at any time shall promptly be duly endorsed to the order of the Administrative Agent and delivered to the Administrative Agent to be held as Collateral hereunder.

Accounts. Unless notified otherwise by the Administrative Agent in accordance with the terms hereof, each Grantor shall endeavor to the extent commercially reasonable to collect its Accounts and all amounts owing to it thereunder in the ordinary course of business and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balances thereof, and in connection therewith shall, if an Event of Default has occurred and is continuing, at the request of the Administrative Agent, take such action as the Administrative Agent may deem necessary or advisable (within applicable Laws) to enforce such collection. Each Grantor shall promptly inform the Administrative Agent of any disputes with any account debtor or obligor and of any claimed offset and counterclaim that may be asserted with respect thereto involving, in each case or in the aggregate, $750,000 or more, where such Grantor reasonably believes that the likelihood of payment by such account debtor is materially impaired, indicating in detail the reason for the dispute, all claims relating thereto and the amount in controversy.

Accounts. The Committee shall establish and maintain an Account for each Participant that will record the number of Shares and Share Equivalents that have been designated in accordance with the terms of this Plan to satisfy the Minimum Stock Ownership Requirement applicable to such Participant.

Accounts. To facilitate the transfer of funds contemplated by this Agreement, [[Organization B:Organization]] shall establish and maintain at [[Organization C:Organization]] each of the Accounts. All other deposit accounts, certificate of deposit and other similar account of [[Organization B:Organization]] shall be maintained only in accounts at federally insured financial institutions.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Each Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

Individual Accounts or Accounts. The separate accounts (the Deferred Compensation Account and the Share Account) described in Section 7 hereof. When used in the singular, the term shall refer to one of these two accounts, as the context requires.

Deposit Accounts, Securities Accounts and Commodity Accounts. All Deposit Accounts, Securities Accounts and Commodity Accounts owned by any Grantor as of the date hereof or as of the date of the most recent Compliance Certificate are set forth in Annex H, including, with respect to each such account: # the relevant Grantor associated therewith, # a description of the use thereof or the assets therein, # the account name and the account number thereof # the name and address of the depository bank, securities intermediary or commodity intermediary, # the type of account and # the estimated average daily balance of any such account for the most recently completed six calendar months (or, if shorter, such period as for which such account has been open or such other time period as may be agreed to by the Borrower and the Administrative Agent).