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.

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;

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.

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)]).

Participant Accounts. Accounts shall be maintained for each Participant under the Plan:

BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership and any subsidiary thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Advisor’s authority under this Agreement, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board, its audit committee and the auditors of the Company, as applicable.

Accounts Receivable. The accounts receivable set forth on the Latest Balance Sheet and all accounts receivable arising since the Latest Balance Sheet (together, the “Accounts Receivable”), represent bona fide claims of the Company against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to such accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. The Accounts Receivable are not subject to defenses, counterclaims or rights of setoff and are fully collectible in the ordinary course of business without cost in collection efforts therefor, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the Latest Balance Sheet and, in the case of Accounts Receivable arising since the Latest Balance Sheet, to the extent of a reasonable reserve rate for bad debts on accounts receivable which is not greater than the rate reflected by the reserve for bad debts on the Latest Balance Sheet.

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Participant Accounts. The Committee, or its delegate, shall maintain a separate Elective Deferral Account, a Stifel Deferral Account, a Matching Credit Account and an Other Deferral Account for each Participant for each Plan Year, to which the Participant’s Elective Deferrals, Stifel Deferrals, Matching Credits and Other Deferral awards, if any, for such Plan Year are credited, respectively. The Committee, or its delegate, shall maintain a separate Account for each such award for a particular Plan Year (a “Class Year” Account), as well as a separate Account for each award of another type, such as an award made in a recruitment letter or an employment agreement. Each Account may include a cash subaccount and a stock unit subaccount. The balance of an Account as of any date is the aggregate balance of the cash subaccount and the stock subaccount associated with that Account as of such date. The balance of a cash subaccount or stock unit subaccount as of any date is the balance of such subaccount determined as of the immediately preceding valuation date, plus amounts thereafter properly credited to such subaccount. The balance of each cash subaccount shall be expressed in United States dollars. The balance of each stock unit subaccount shall be expressed in a number (whole or fractional) of shares of Stock.