Accounts Statement. At least five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “AR/AP Statement”) setting forth in reasonable detail the Seller’s good faith estimates of Accounts Receivable, Accounts Payable and the Net Adjustment Amount, accompanied by reasonably detailed back-up documentation for such estimates; provided that Seller shall consider in good faith any comments Purchaser might have with respect to the AR/AP Statement, but if the Parties cannot resolve any disagreement with regard to any such comments by the date the Closing is to occur pursuant to this Agreement, the AR/AP Statement shall be based upon the Seller’s good faith estimates and such a disagreement shall in no event cause a delay to the Closing (it being understood that the post-Closing true-up mechanism provided for in [Section 1.6(c)] and Exhibit F shall continue to be available).

Seller or the Seller’s Guarantor will deliver to the Purchaser within ten (10) days after the date of this Agreement a complete and accurate list and of all Intercompany Accounts as of the date thereof. As of the Completion Date, Seller or the Seller’s Guarantor has caused all Intercompany Accounts to be settled, discharged, offset, paid, terminated and/or extinguished in full, except as otherwise permitted by Clause 4.1.7.

Blocked Accounts. [[Organization B:Organization]] shall have received Deposit Account Control Agreements duly executed with financial institutions acceptable to [[Organization B:Organization]] for the collection or servicing of the Receivables and proceeds of the Collateral of the Applicant Borrower;

Accounts Receivable. Sellers have made available to Purchaser a materially complete and accurate list, subject to contractual adjustments, as of the date of the Latest Balance Sheet, of the Accounts Receivable, including an aging of all Accounts Receivable showing amounts due in 30-day aging categories. Sellers have provided reserves for Accounts Receivable (the “Seller Reserves”) in accordance with GAAP and Sellers’ accounting policies as consistently applied in the Ordinary Course of Business by Sellers, in all material respects. On the Closing Date, Sellers will deliver to Purchaser a materially complete and accurate list, as of a date within five (5) days of the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from bona fide business transactions in the Ordinary Course of Business and do not represent obligations for goods sold on consignment, on approval or on a sale-or-return

Bank Accounts. Sellers shall have caused the bank accounts, safety deposit boxes and lock boxes held by or in the name of Sellers to be transferred to Purchaser (in accordance with Section 2.1(e)), and shall have caused the authorized signatories on such transferred bank accounts to be transferred to authorized signatories of Purchaser (in accordance with [Section 3.3(l)]).

Deposit Accounts. (i) As of the date hereof, no Grantor has opened or maintains any Deposit Accounts other than the accounts listed in [Schedule 6(a)] hereof and # Lender shall have, upon the completion of the actions specified herein and subject to the requirements of this Section 3.04(b), a perfected First Priority security interest in each Deposit Account hereof which security interest is perfected by Control. With respect to the Deposit Accounts in existence on the date hereof and listed on [Schedule 6(a)], unless Lender agrees in writing that it is not required, such depository bank and such Grantor shall duly execute and deliver to Lender a Deposit Account Control Agreement with respect to such Deposit Account(s) within six (6) months of the date hereof. If any Grantor shall hereafter establish and maintain any Deposit Account, unless Lender agrees in writing that it is not required, such depository bank and such Grantor shall duly execute and deliver to Lender a Deposit Account Control Agreement with respect to such Deposit Account within 60 days after the establishment thereof. Lender agrees with each Grantor that Lender will not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing beyond any applicable grace or cure periods. The provisions of this Section 3.04(b) shall not apply to any Deposit Accounts for which Lender is the depository bank. No Grantor shall grant Control of any Deposit Account to any Person other than Lender.

Operating Accounts. Maintain all ​ accounts with the ​.

Deposit Accounts. Loan Parties represent and warrant that [Exhibit C] attached hereto contains a complete and accurate list of all Excluded Deposit Accounts as of the date of this Agreement. In accordance with [Section 6.12(d)] of the Credit Agreement, Loan Parties agree that they will not open any new deposit accounts, other than deposit accounts maintained # with Administrative Agent or # at other banks reasonably acceptable to Administrative Agent and subject to deposit account control agreements.

Executive Accounts. The Administration Committee shall establish a book reserve account (“Account”) for each Executive. The Account shall be credited with such amounts as the Administration Committee deems necessary to calculate the Pension Plan- and ESSOP-related benefits payable to the Executive as described in Sections 4.1(a) and 4.1(b). The unpaid balance of an Executive’s Account shall be credited with interest at the same time and at the same rate as Pension Plan participants’ account balances are so credited. As a result of the Pension Plan’s termination, effective August 31, 2017, the unpaid balance of an Executive’s Account shall be credited each year with an interest at a rate equal to the average of the interest rates used by the Pension Plan during the five-year period ending on December 31, 2016. The Executive’s Account balance, including any such interest, is hereinafter referred to as the Executive’s “Benefit.”

Participant Accounts. The Participant Accounts are fully (100%) vested and non-forfeitable at all times.