Common use of Cash Receipts Clause in Contracts

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety (90) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), enter into, a control agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Agent, with the Agent and any bank with which such Loan Party maintains a DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment items. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other Liquidity Event (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument or agreement) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account maintained for each Borrower Group by the Agent at BANA (each a “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower Group, and to cause all future deposits to be made to a Blocked Account of such Borrower Group. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower Group. (h) Any amounts held or received in a BANA Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (x), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower Agent.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety (90) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), shall enter into, into a control agreement (each, a “Blocked Account Agreement”) within 90 days after the Closing Date (or such later date approved by the Administrative Agent in its reasonable discretion), in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and/or Collateral Agent and any bank with which such Loan Party maintains a primary domestic concentration DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party The Borrower agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cashamounts and accounts identified in clauses (ii), (iii), (iv) and for (v) of Section 2.21(d) below or proceeds in any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled CashExcluded Accounts) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party The Borrower agrees that it will promptly cause all such payment items to be scanned and and/or deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment itemsAccounts. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other a Liquidity Event (and delivery of notice thereof from the Administrative Agent to the Borrower Agent and the other parties to such instrument or agreement) ), the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have actually occurred), of all collected and available cash balances and cash receiptsfunds, including the then contents or then entire ledger balance of any collected and available funds in each Blocked Account (net of such minimum balance, not to exceed $150,000 in any one Blocked Account or $750,000 in the Dollar Equivalent Amount of $250,000 aggregate, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cashmaintained), to an account one or more accounts maintained for each Borrower Group by the Administrative Agent at BANA Truist Bank (each a the “BANA AccountPayment Accounts”) or such other account as directed by the Administrative Agent; provided that once such Liquidity Event shall no longer be continuing, the Administrative Agent shall promptly instruct the depository institutions at which such Blocked Accounts are held to allow the Loan Parties to resume direct and sole control over such Blocked Accounts. Subject to the terms of the applicable Security ABL/Bond Intercreditor Agreement, all amounts received in a BANA Payment Account or such other account shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b)8.03. (d) If, at any time after the occurrence and during the continuance of an Event of Default or other a Liquidity Event, any cash or cash equivalents Permitted Investments owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 15,000,000 in the aggregate that is on deposit in a segregated DDAs DDA which the Borrower Agent designates in writing to the Administrative Agent as being the “uncontrolled cash designated account,” (each such account, a “Designated Account” and collectively, the “Designated Disbursement AccountAccounts”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus minimis cash or cash equivalents Permitted Investments from time to time inadvertently misapplied by any Loan Party and Party, (iii) payrolldeposit accounts the balance of which consists exclusively of (x) withheld income taxes and federal, state or local employment taxes, (y) amounts required to be paid over to an employee benefit plan; (iv) all segregated deposit accounts constituting (and the balance of which consists solely of funds set aside for the purpose of managing) disbursement, tax accounts, payroll accounts, and trust accounts, (v) local store accounts that are swept at least weekly to Blocked Accounts and tax withholding (vi) other accounts that are not swept at least weekly to a Blocked Account in which the aggregate amount on deposit in all such other accounts at any time may not exceed $15,000,000 (other than such accounts referred to in clauses (i) through (vi) above, collectively, the “Excluded Accounts) funded in the ordinary course of business and required by applicable law”)) are deposited to held in any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Administrative Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower GroupAccount, and to cause all future deposits to be made to a Blocked Account of such Borrower GroupAccount. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked AccountsAccounts without the Administrative Agent’s consent, subject to the contemporaneous applicable Loan Party’s prompt execution and delivery to the Administrative Agent of a Blocked Account Control Agreement with respect to any such DDA (other than any Excluded Account) established or acquired after the Closing Date consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory so long as all deposits pursuant to the Agent. (fSection 2.21(b) Subject to clause (h) below, the BANA Account for each Borrower Group shall are at all times be under the sole dominion and control only made into accounts subject to a valid Blocked Account Agreement. The Administrative Agent shall execute any requested notice of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except termination to the extent otherwise Bank at which such closed Blocked Account has been maintained; provided in that the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect Parties provide to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding Administrative Agent a Blocked Account Agreement for a replacement Blocked Account consistent with the provisions of this Section 2.21. For the avoidance of doubt, the Loan Parties may open or close Excluded Accounts at any Loan Party within time, without requirement of delivery of a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Blocked Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the AgentAgreement. (gf) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Administrative Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts Accounts. For the avoidance of such Borrower Groupdoubt, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in any Excluded Account or Designated Account. (hg) Any amounts held or (x) received in a BANA Account for any Borrower Group the Payment Accounts (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) that continue to be swept to the Payment Accounts after all Events of Default and other Liquidity Events have been cured cured, if any, shall (subject subject, in the case of clause (x), to the provisions of the ABL/Bond Intercreditor Agreement with respect to the U.S. Collateral) Agreement), be remitted to the operating account of a the Borrower within such Borrower Group as specified by the Borrower AgentBorrower.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety (90) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), enter into, a Maintain an effective account control agreement (each, a “Blocked Deposit Account Control Agreement”)) with each Approved Account Bank, in each case, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Deposit Account in which funds of any of the Agent Loan Parties are deposited (including those existing as of the Restatement Effective Date and any bank with which such Loan Party maintains a DDA (other than an Excluded listed on Schedule 8.12 attached hereto, and excluding, for the avoidance of doubt, the Asset Sale Proceeds Pledged Account, lottery, xxxxx cash, payroll, trust and tax withholding accounts) (collectively, the “Blocked Material Bank Accounts”). Each ; provided that each Loan Party acknowledges may maintain credit balances in Store Accounts or other accounts, in each case that are not Approved Deposit Accounts, so long as the aggregate balance in all such Store Accounts and agrees that each Blocked other accounts does not exceed $7,500,000 (such amount, the “Excluded Amount”). Notwithstanding anything in this section to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit Account shall operate solely as acquired by a collections account and that such Loan Party shall maintain in connection with a separate disbursement account for Permitted Acquisition prior to the disbursement date that is ninety (90) days (or such later date as the Administrative Agent may agree) following the consummation of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transferssuch Permitted Acquisition. (b) Each U.S. Loan Party agrees that it will shall (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or Credit Card Receivable to make payment, or to continue to make payment, to an Approved Deposit Account, (ii) deposit in an Approved Deposit Account promptly upon receipt all Cash Receipts (as defined below) received by any Loan Party from any other Person, (iii) deliver to the Administrative Agent Credit Card Notifications and (iv) instruct each depository institution for a Deposit Account to cause all proceeds amounts on deposit and available at the close of the ABL First Lien Collateral each Business Day in such Deposit Account (other than balances constituting the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled CashExcluded Amount) to be deposited into swept to one of the Loan Parties’ concentration accounts no less frequently than on a Blocked Accountdaily basis, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party agrees that it will promptly cause all such payment items instructions to be scanned and deposited into Blocked Accounts and will provide copies at irrevocable unless otherwise agreed to by the Administrative Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment items. (c) Each Blocked Credit Card Notification, Deposit Account Control Agreement (and, in the case of clause (iii) below, Securities Account Control Agreement) shall requirerequire (in each case, without further consent of the Loan Parties), and the Loan Parties shall cause, after the occurrence and during the continuance of an Event of Default or other Liquidity Event (a Cash Dominion Period and delivery of notice thereof from the Agent subject to the Borrower Agent and the other parties to such instrument or agreement) Intercreditor Agreement, the ACH or wire transfer no less frequently than once per Business Day daily (unless and whether or not there are then any outstanding Obligations) to the Termination Date shall have occurredconcentration account maintained by, in the name of and under the sole dominion and control of the Administrative Agent at the Administrative Agent (the “Concentration Account”), of all available cash balances receipts and cash receiptscollections, including the following (collectively, the “Cash Receipts”): (i) all available cash receipts from the sale of Inventory and other Current Asset Collateral (and, after the repayment of the First Lien Term Facility, all other Collateral) or casualty insurance proceeds arising from any of the foregoing; (ii) all proceeds of collections of Accounts and Credit Card Receivables; (iii) the then contents or then entire ledger balance of each Blocked Approved Deposit Account and each Approved Securities Account (in each case, net of such any minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 balance as may be required to be maintained kept in the subject Blocked Deposit Account or Securities Account, as the case may be, by the bank institution at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account maintained for each Borrower Group by the Agent at BANA (each a “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA Deposit Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(bSecurities Account, as applicable, is maintained); provided that if and (iv) the circumstances described in Section 2.18(b) are applicable, cash proceeds of all such amounts shall be applied in accordance with such Section 2.18(b)credit card charges. (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked The Concentration Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower Group, and to cause all future deposits to be made to a Blocked Account of such Borrower Group. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of the Administrative Agent. Each The Loan Party within a Borrower Group Parties hereby acknowledges acknowledge and agrees that, except to the extent otherwise provided in the Security Agreement, agree that (i) such the Loan Party has Parties have no right of withdrawal from the BANA Account for such Borrower GroupConcentration Account, (ii) the funds on deposit in such BANA the Concentration Account shall at all times continue to be collateral security for all of the applicable Obligations, Obligations and (iii) the funds on deposit in such BANA the Concentration Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21Section, during the continuation of any Cash Dominion Period, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any such proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c)collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly shall, not later than the Business Day after receipt thereof, be deposited into such BANA the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (ge) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and Cash Dominion Period is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Approved Securities Accounts of such Borrower Group(other than with respect to any Qualified Cash Securities Account) and Approved Deposit Accounts. (hf) Any amounts held or received in a BANA the Concentration Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after when no Cash Dominion Period is continuing or all of the Termination Date or (y) all Events of Default and other Liquidity Events Obligations have been cured paid in full shall (subject in the case of clause (x), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) be remitted to the operating account of a Borrower within such Borrower Group as specified the Loan Parties maintained with the Administrative Agent or to an operating account otherwise designated by the Borrower. (g) Upon the written request of the Borrower, the Administrative Agent shall promptly (but in any event within two (2) Business Day after such request) furnish written notice to each Approved Account Bank of any termination of a Cash Dominion Period. (h) The Borrower may from time to time provide a written request to the Administrative Agent requesting that the Administrative Agent permit the withdrawal of a requested amount of Qualified Cash from any Qualified Cash Securities Account and, within two (2) Business Days of such written request, the Administrative Agent shall permit (or, if the relevant Qualified Cash Securities Account is not held with the Administrative Agent, shall instruct the relevant depositary bank or securities intermediary to so permit) the withdrawal of the requested amount of Qualified Cash in accordance with the written instructions of the Borrower so long as (i) no Default has occurred and is continuing or would result from such withdrawal of the requested amount of Qualified Cash in accordance with such written instructions of the Borrower, (ii) after giving effect to such withdrawal, the Revolving Credit Outstandings shall not exceed the Borrowing Base (it being agreed that, immediately upon such withdrawal, without any further act of any Person, the Borrowing Base shall be calculated excluding the amount of Qualified Cash so withdrawn), and (iii) the Borrower shall have provided an update to the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 7.4(a) or (b) (as applicable) reflecting the result of such withdrawal on the calculation of the Borrowing Base.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety (90) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), shall enter into, into a control agreement (each, a “Blocked Account Agreement”) within 90 days after the Closing Date (or such later date approved by the Administrative Agent in its reasonable discretion), in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and/or Collateral Agent and any bank with which such Loan Party maintains a primary domestic concentration DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party The Borrower agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cashamounts and accounts identified in clauses (ii), (iii), (iv) and for (v) of Section 2.21(d) below or proceeds in any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled CashExcluded Accounts) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party The Borrower agrees that it will promptly cause all such payment items to be scanned and and/or deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment itemsAccounts. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other a Liquidity Event (and delivery of notice thereof from the Administrative Agent to the Borrower Agent and the other parties to such instrument or agreement) ), the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have actually occurred), of all collected and available cash balances and cash receiptsfunds, including the then contents or then entire ledger balance of any collected and available funds in each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $50,000 in any one Blocked Account or $250,000 in the aggregate, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cashmaintained), to an account one or more accounts maintained for each Borrower Group by the Administrative Agent at BANA SunTrust Bank (each a the “BANA AccountPayment Accounts”) or such other account as directed by the Administrative Agent; provided that once such Liquidity Event shall no longer be continuing, the Administrative Agent shall promptly instruct the depository institutions at which such Blocked Accounts are held to allow the Loan Parties to resume direct and sole control over such Blocked Accounts. Subject to the terms of the applicable Security ABL/Bond Intercreditor Agreement, all amounts received in a BANA Payment Account or such other account shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b)8.03. (d) If, at any time after the occurrence and during the continuance of an Event of Default or other a Liquidity Event, any cash or cash equivalents Permitted Investments owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 5,000,000 in the aggregate that is on deposit in a segregated DDAs DDA which the Borrower Agent designates in writing to the Administrative Agent as being the “uncontrolled cash designated account,” (each such account, a “Designated Account” and collectively, the “Designated Disbursement AccountAccounts”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus minimis cash or cash equivalents Permitted Investments from time to time inadvertently misapplied by any Loan Party and Party, (iii) payrolldeposit accounts the balance of which consists exclusively of (x) withheld income taxes and federal, state or local employment taxes, (y) amounts required to be paid over to an employee benefit plan; (iv) all segregated deposit accounts constituting (and the balance of which consists solely of funds set aside for the purpose of managing) disbursement, tax accounts, payroll accounts, and trust accounts, (v) local store accounts that are swept at least weekly to Blocked Accounts and tax withholding (vi) other accounts that are not swept at least weekly to a Blocked Account in which the aggregate amount on deposit in all such other accounts at any time may not exceed $5,000,000 (other than such accounts referred to in clauses (i) through (vi) above, collectively, the “Excluded Accounts) funded in the ordinary course of business and required by applicable law”)) are deposited to held in any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Administrative Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower GroupAccount, and to cause all future deposits to be made to a Blocked Account of such Borrower GroupAccount. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked AccountsAccounts without the Administrative Agent’s consent, subject to the contemporaneous applicable Loan Party’s prompt execution and delivery to the Administrative Agent of a Blocked Account Control Agreement with respect to any such DDA (other than any Excluded Account) established or acquired after the Closing Date consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory so long as all deposits pursuant to the Agent. (fSection 2.21(b) Subject to clause (h) below, the BANA Account for each Borrower Group shall are at all times be under the sole dominion and control only made into accounts subject to a valid Blocked Account Agreement. The Administrative Agent shall execute any requested notice of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except termination to the extent otherwise Bank at which such closed Blocked Account has been maintained; provided in that the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect Parties provide to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding Administrative Agent a Blocked Account Agreement for a replacement Blocked Account consistent with the provisions of this Section 2.21. For the avoidance of doubt, the Loan Parties may open or close Excluded Accounts at any Loan Party within time, without requirement of delivery of a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Blocked Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the AgentAgreement. (gf) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Administrative Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts Accounts. For the avoidance of such Borrower Groupdoubt, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in any Excluded Account or Designated Account. (hg) Any amounts held or (x) received in a BANA Account for any Borrower Group the Payment Accounts (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) that continue to be swept to the Payment Accounts after all Events of Default and other Liquidity Events have been cured cured, if any, shall (subject subject, in the case of clause (x), to the provisions of the ABL/Bond Intercreditor Agreement with respect to the U.S. Collateral) Agreement), be remitted to the operating account of a the Borrower within such Borrower Group as specified by the Borrower AgentBorrower.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within Within ninety (90) days after the Effective Date (or such later date approved longer period as may be consented to by the Agent Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed): (i) cause each Store to deposit promptly upon receipt in its reasonable discretion)accordance with historical practices all cash, enter intochecks, a control agreement proceeds of collections of Accounts and other amounts received by or on behalf of such Store into an Approved Deposit Account (each, a “Blocked Account AgreementStore Deposit Account”), maintained in form reasonably satisfactory to the Agentname of the Borrower or the applicable Restricted Subsidiary, with as the Agent and any bank with which such case may be; provided that each Loan Party maintains a DDA may maintain credit balances (including Cash Equivalents) in Store Deposit Accounts or other than an Excluded Account) deposit or securities accounts that are not Approved Deposit Accounts or Approved Securities Accounts (collectively“Other Accounts”), so long as the aggregate credit balances in Store Deposit Accounts and balances in all such Other Accounts, does not exceed $3,000,000 (such amount, the “Blocked AccountsExcluded Amount”). Each ; and (ii) instruct each Approved Account Bank at which any Store Deposit Account or Merchant Card Account or, subject to the proviso of Section 8.12(e)(ii) below, the Retained Funds Account, is maintained to cause all amounts on deposit and available at the end of each Business Day on which such Approved Account Bank is not closed due to a local bank holiday in such Store Deposit Account or Merchant Card Account (in each case, net of any minimum balance as may be required to be kept in the subject Store Deposit Account or Merchant Card Account, as the case may be, by the Approved Account Bank at which such Store Deposit Account or Merchant Card Account, as applicable, is maintained and other balances in an aggregate amount (together with any such balances held in Other Accounts) not in excess of the Excluded Amount), as applicable, to be transferred to a Regional Concentration Account or an Approved Securities Account designated by the applicable Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that (or the Borrower on behalf of such Loan Party), on such Business Day by ACH or wire transfer of immediately available funds. Notwithstanding anything herein to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit Account that is (i) acquired by a Loan Party shall maintain a separate disbursement account for in connection with an Acquisition or other Investment permitted under this Agreement, or (ii) opened by any Loan Party in connection with an Acquisition or other Investment permitted under this Agreement, in each case prior to the disbursement date that is ninety (90) days (or such later date as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed) following the date of monies to third parties such Acquisition or other Investment; provided that the balances held in such Deposit Accounts, together with any other balances in Other Accounts, do not exceed, in the ordinary course of their business and other similar disbursement activitiesaggregate, including the presentment of checks and any ACH transfersExcluded Amount. (b) Each U.S. Loan Party agrees that it will cause all shall deliver Credit Card Notifications duly executed by each applicable Loan Party to the Administrative Agent within thirty (30) days following the Effective Date (or such longer period as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed). Each Credit Card Notification shall require (without further consent of the Loan Parties) the ACH, Depositary Transfer Check, Electronic Depository Transfer or wire transfer by each Credit Card Issuer and Credit Card Processor no less frequently than each Business Day on which such Approved Account Bank is not closed due to a local bank holiday to an Approved Deposit Account (each a “Merchant Card Account”) the cash proceeds of the ABL First Lien Collateral all credit card charges (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment itemsincluding Credit Card Receivables). (c) Each Blocked Account Subject to (x) the Intercreditor Agreement and (y) compliance with the provisions of Section 2.9(b) or 2.9(c), as and to the extent applicable, the Loan Parties shall requirecause, after the occurrence and during the continuance of an Event a Cash Dominion Period, (A) all amounts on deposit and available at the end of Default or other Liquidity Event each Business Day on which the applicable Approved Account Bank is not closed due to a local bank holiday (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument whether or agreementnot there are then any outstanding Obligations) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of in each Blocked Approved Deposit Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account maintained for each Borrower Group by the Agent at BANA (each a “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Regional Concentration Account, (B) all amounts on deposit and available at the end of each Business Day on which the applicable Approved Account of such Borrower GroupBank or Approved Securities Intermediary is not closed due to a local bank holiday (and whether or not there are then any outstanding Obligations) in each Regional Concentration Account and Approved Securities Account to be transferred to a deposit account designated by, and to cause all future deposits to be made to a Blocked Account maintained by and in the name of such Borrower Group. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of, the Administrative Agent (the “Agent Sweep Account”) and (C) all other Cash Receipts to be transferred promptly upon receipt in accordance with historical practices to an Approved Deposit Account. “Cash Receipts” shall mean all cash receipts and collections of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees thatCollateral, except including, to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. constituting Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower Group. (h) Any amounts held or received in a BANA Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (x), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower Agent.following :

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety sixty (9060) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), enter into, into a control agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Agent, with the Agent and any bank with which such Loan Party maintains a DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party Borrower agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party Borrower agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party Borrower with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment items. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other Liquidity Event (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument or agreement) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account maintained for each Borrower Group by the Agent at BANA (each a the “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a the BANA Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in a segregated DDAs DDA which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower GroupAccount, and to cause all future deposits to be made to a Blocked Account of such Borrower GroupAccount. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower GroupAccount, (ii) the funds on deposit in such the BANA Account shall at all times continue to be collateral security for all of the applicable Secured Obligations, and (iii) the funds on deposit in such the BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateral, and the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such the BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower GroupAccounts. (h) Any amounts held or received in a the BANA Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (x), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) Agreement), be remitted to the operating account of a Borrower within such Borrower Group the Company as specified by the Borrower Agent.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within Within ninety (90) days after the Effective Date (or such later date approved longer period as may be consented to by the Agent Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed): (i) cause each Store to deposit promptly upon receipt in its reasonable discretion)accordance with historical practices all cash, enter intochecks, a control agreement proceeds of collections of Accounts and other amounts received by or on behalf of such Store into an Approved Deposit Account (each, a “Blocked Account AgreementStore Deposit Account”), maintained in form reasonably satisfactory to the Agentname of the Borrower or the applicable Restricted Subsidiary, with as the Agent and any bank with which such case may be; provided that each Loan Party maintains a DDA may maintain credit balances (including Cash Equivalents) in Store Deposit Accounts or other than an Excluded Account) deposit or securities accounts that are not Approved Deposit Accounts or Approved Securities Accounts (collectively“Other Accounts”), so long as the aggregate credit balances in Store Deposit Accounts and balances in all such Other Accounts, does not exceed $3,000,000 (such amount, the “Blocked AccountsExcluded Amount”). Each ; and (ii) instruct each Approved Account Bank at which any Store Deposit Account or Merchant Card Account or, subject to the proviso of Section 8.12(e)(ii) below, the Retained Funds Account, is maintained to cause all amounts on deposit and available at the end of each Business Day on which such Approved Account Bank is not closed due to a local bank holiday in such Store Deposit Account or Merchant Card Account (in each case, net of any minimum balance as may be required to be kept in the subject Store Deposit Account or Merchant Card Account, as the case may be, by the Approved Account Bank at which such Store Deposit Account or Merchant Card Account, as applicable, is maintained and other balances in an aggregate amount (together with any such balances held in Other Accounts) not in excess of the Excluded Amount), as applicable, to be transferred to a Regional Concentration Account or an Approved Securities Account designated by the applicable Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that (or the Borrower on behalf of such Loan Party), on such Business Day by ACH or wire transfer of immediately available funds. Notwithstanding anything herein to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit Account that is (i) acquired by a Loan Party shall maintain a separate disbursement account for in connection with an Acquisition or other Investment permitted under this Agreement, or (ii) opened by any Loan Party in connection with an Acquisition or other Investment permitted under this Agreement, in each case prior to the disbursement date that is ninety (90) days (or such later date as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed) following the date of monies to third parties such Acquisition or other Investment; provided that the balances held in such Deposit Accounts, together with any other balances in Other Accounts, do not exceed, in the ordinary course of their business and other similar disbursement activitiesaggregate, including the presentment of checks and any ACH transfersExcluded Amount. (b) Each U.S. Loan Party agrees that it will cause all shall deliver Credit Card Notifications duly executed by each applicable Loan Party to the Administrative Agent within thirty (30) days following the Effective Date (or such longer period as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed). Each Credit Card Notification shall require (without further consent of the Loan Parties) the ACH, Depositary Transfer Check, Electronic Depository Transfer or wire transfer by each Credit Card Issuer and Credit Card Processor no less frequently than each Business Day on which such Approved Account Bank is not closed due to a local bank holiday to an Approved Deposit Account (each a “Merchant Card Account”) the cash proceeds of the ABL First Lien Collateral all credit card charges (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment itemsincluding Credit Card Receivables). (c) Each Blocked Account Subject to (x) the Intercreditor Agreement and (y) compliance with the provisions of Section 2.9(b) or 2.9(c), as and to the extent applicable, the Loan Parties shall requirecause, after the occurrence and during the continuance of an Event a Cash Dominion Period, (A) all amounts on deposit and available at the end of Default or other Liquidity Event each Business Day on which the applicable Approved Account Bank is not closed due to a local bank holiday (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument whether or agreementnot there are then any outstanding Obligations) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of in each Blocked Approved Deposit Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account maintained for each Borrower Group by the Agent at BANA (each a “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower Group, and to cause all future deposits to be made to a Blocked Account of such Borrower Group. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to a Regional Concentration Account, (B) all amounts on deposit and available at the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any end of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to each Business Day on which the Agent has notified the Borrower Agent has occurred applicable Approved Account Bank or Approved Securities Intermediary is not closed due to a local bank holiday (and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower Group. (h) Any amounts held whether or received in a BANA Account for not there are then any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (xoutstanding Obligations), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower Agent.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within Within ninety (90) days after the Effective Date (or such later date approved longer period as may be consented to by the Agent Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed): (i) cause each Store to deposit promptly upon receipt in its reasonable discretion)accordance with historical practices all cash, enter intochecks, a control agreement proceeds of collections of Accounts and other amounts received by or on behalf of such Store into an Approved Deposit Account (each, a “Blocked Account AgreementStore Deposit Account”), maintained in form reasonably satisfactory to the Agentname of the Borrower or the applicable Restricted Subsidiary, with as the Agent and any bank with which such case may be; provided that each Loan Party maintains a DDA may maintain credit balances (including Cash Equivalents) in Store Deposit Accounts or other than an Excluded Account) deposit or securities accounts that are not Approved Deposit Accounts or Approved Securities Accounts (collectively“Other Accounts”), so long as the aggregate credit balances in Store Deposit Accounts and balances in all such Other Accounts, does not exceed $3,000,000 (such amount, the “Blocked AccountsExcluded Amount”). Each ; and (ii) instruct each Approved Account Bank at which any Store Deposit Account or Merchant Card Account or, subject to the proviso of Section 8.12(e)(ii) below, the Retained Funds Account, is maintained to cause all amounts on deposit and available at the end of each Business Day on which such Approved Account Bank is not closed due to a local bank holiday in such Store Deposit Account or Merchant Card Account (in each case, net of any minimum balance as may be required to be kept in the subject Store Deposit Account or Merchant Card Account, as the case may be, by the Approved Account Bank at which such Store Deposit Account or Merchant Card Account, as applicable, is maintained and other balances in an aggregate amount (together with any such balances held in Other Accounts) not in excess of the Excluded Amount), as applicable, to be transferred to a Regional Concentration Account or an Approved Securities Account designated by the applicable Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that (or the Borrower on behalf of such Loan Party), on such Business Day by ACH or wire transfer of immediately available funds. Notwithstanding anything herein to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit Account that is (i) acquired by a Loan Party shall maintain a separate disbursement account for in connection with an Acquisition or other Investment permitted under this Agreement, or (ii) opened by any Loan Party in connection with an Acquisition or other Investment permitted under this Agreement, in each case prior to the disbursement date that is ninety (90) days (or such later date as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed) following the date of monies to third parties such Acquisition or other Investment; provided that the balances held in such Deposit Accounts, together with any other balances in Other Accounts, do not exceed, in the ordinary course of their business and other similar disbursement activitiesaggregate, including the presentment of checks and any ACH transfersExcluded Amount. (b) Each U.S. Loan Party agrees that it will cause all shall deliver Credit Card Notifications duly executed by each applicable Loan Party to the Administrative Agent within thirty (30) days following the Effective Date (or such longer period as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed). Each Credit Card Notification shall require (without further consent of the Loan Parties) the ACH, Depositary Transfer Check, Electronic Depository Transfer or wire transfer by each Credit Card Issuer and Credit Card Processor no less frequently than each Business Day on which such Approved Account Bank is not closed due to a local bank holiday to an Approved Deposit Account (each a “Merchant Card Account”) the cash proceeds of the ABL First Lien Collateral all credit card charges (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment itemsincluding Credit Card Receivables). (c) Each Blocked Account Subject to (x) the Intercreditor Agreement and (y) compliance with the provisions of Section 2.9(b) or 2.9(c), as and to the extent applicable, the Loan Parties shall requirecause, after the occurrence and during the continuance of an Event a Cash Dominion Period, (A) all amounts on deposit and available at the end of Default or other Liquidity Event each Business Day on which the applicable Approved Account Bank is not closed due to a local bank holiday (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument whether or agreementnot there are then any outstanding Obligations) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of in each Blocked Approved Deposit Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account maintained for each Borrower Group by the Agent at BANA (each a “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Regional Concentration Account, (B) all amounts on deposit and available at the end of each Business Day on which the applicable Approved Account of such Borrower GroupBank or Approved Securities Intermediary is not closed due to a local bank holiday (and whether or not there are then any outstanding Obligations) in each Regional Concentration Account and Approved Securities Account to be transferred to a deposit account designated by, and to cause all future deposits to be made to a Blocked Account maintained by and in the name of such Borrower Group. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of, the Administrative Agent (the “Agent Sweep Account”) and (C) all other Cash Receipts to be transferred promptly upon receipt in accordance with historical practices to an Approved Deposit Account. “Cash Receipts” shall mean all cash receipts and collections of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees thatCollateral, except including, to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. constituting Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower Group. (h) Any amounts held or received in a BANA Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (x), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower Agent.following:

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety sixty (9060) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), enter into, into a control agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Agent, with the Agent and any bank with which such Loan Party maintains a DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party Borrower agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party Borrower agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party Borrower with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment items. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other a Liquidity Event (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument or agreement) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $50,000 in any one Blocked Account or $250,000 in the aggregate, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account one or more accounts maintained for each Borrower Group by the Agent at BANA or Bank of America – Canada Branch (each a the “BANA AccountPayment Accounts”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA the Payment Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower Group, and to cause all future deposits to be made to a Blocked Account of such Borrower Group. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below, the BANA Account for each Borrower Group shall at all times be under the sole dominion and control of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower Group. (h) Any amounts held or received in a BANA Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (x), to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower Agent.

Cash Receipts. (a) Each U.S. Attached hereto as Schedule 2.6(a) is a schedule of all DDAs, that are maintained by the Loan Parties, which Schedule includes, with respect to each depository, (i) the account number(s) maintained with such depository, (ii) the name of the depository and (iii) the name of the Loan Party has entered into, and each Canadian Loan Party shall, within that maintains such DDA. (b) Within ninety (90) days after the Effective Date (or such later date approved by longer period as the Administrative Agent may agree in its reasonable discretion), each applicable Loan Party will enter into, into a control blocked account agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Administrative Agent, with respect to the Agent and any bank with which such Loan Party maintains a DDA (DDAs existing as of the Effective Date listed on Schedule 2.6(b) attached hereto, other than any such account that is an Excluded Account) Account (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items After entering into the Blocked Accounts from time to time. Each Loan Party agrees that it will promptly cause Account Agreement, there shall be at all such payment items to be scanned and deposited into times thereafter at least one Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment itemsAccount. (c) Each Blocked Account Agreement shall requireentered into by a Loan Party shall, subject to the ABL/Term Loan Intercreditor Agreement, permit the Administrative Agent to instruct the depository, after the occurrence and during the continuance of an Event of Default or other Liquidity a Cash Dominion Event (and delivery of notice thereof from the Agent Administrative Agent), to the Borrower Agent and the other parties to such instrument or agreement) the ACH or wire transfer no less frequently than once per on each Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receiptsreceipts to a concentration account maintained in the name of the Administrative Agent (the “Concentration Account”), including from: (i) the then contents or then entire ledger balance sale of Collateral; (ii) all proceeds of collections of Accounts; and (iii) each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $250,000 as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cashincluding all cash deposited therein from each DDA), to an account maintained for each Borrower Group by the Agent at BANA (each a “BANA Account”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity a Cash Dominion Event, any cash or cash equivalents Cash Equivalents that are ABL Priority Collateral (or proceeds thereof) owned by any Loan Party (other than (i) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement Account, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (ii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iii) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account AgreementAgreement (other than Excluded Accounts), the Administrative Agent shall be entitled to may require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower GroupAccount, and to cause all future deposits to be made to a Blocked Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of such Borrower Groupa Cash Dominion Event, at the request of the Administrative Agent, the Loan Parties shall provide the Administrative Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable satisfaction of the Administrative Agent, the proceeds from the ABL Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. (ed) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the contemporaneous execution and delivery to the Administrative Agent of a appropriate Blocked Account Agreement Agreements (except with respect to Excluded Accounts) consistent with and to the extent required by the provisions of this Section 2.21 2.6 and otherwise reasonably satisfactory to the Administrative Agent. The Borrower Agent shall provide the Administrative Agent with prior written notice of its intention to open or close a Blocked Account and the Administrative Agent shall promptly notify the Borrower Agent as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom any such new account will be maintained (it being understood that the Administrative Agent shall not require a Blocked Account Agreement with respect to any Excluded Account). (e) The Loan Parties may also maintain one or more disbursement accounts to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (f) Subject to clause (h) below, the BANA The Concentration Account for each Borrower Group shall at all times be under the sole dominion and control of the Administrative Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, that (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower GroupConcentration Account, (ii) the funds on deposit in such BANA the Concentration Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA the Concentration Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateral, the Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.212.6, during the continuation of a Cash Dominion Event, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any such proceeds or collections required related to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c)Collateral, such proceeds and collections shall shall, subject to the ABL/Term Loan Intercreditor Agreement, be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (g) So long as (i) no Cash Dominion Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may may, subject to the ABL/Term Loan Intercreditor Agreement, direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower GroupAccounts. (h) Any Subject to Section 4.6(b), any amounts held or received in a BANA the Concentration Account for any Borrower Group (including all interest and other earnings with respect thereto, if any) at any time (x) after when all of the Termination Date or (y) all Events of Default and other Liquidity Events Obligations then due have been cured shall (and remain fully repaid shall, subject in the case of clause (x), to the provisions of the ABL/Term Loan Intercreditor Agreement with respect to the U.S. Collateral) Agreement, be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower AgentLoan Parties.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety sixty (9060) days after the Effective Date (or such later date approved by the Agent and Co-Collateral Agent in its theirits reasonable discretion), enter into, into a control agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Agent and the Co-Collateral Agent, with the Agent and any bank with which such Loan Party maintains a DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party Borrower agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party Borrower agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party Borrower with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment items. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other othera Liquidity Event (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument or agreement) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $50,000 in any one Blocked Account or $250,000 in the aggregate, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account one or more accounts maintained for each Borrower Group by the Agent at BANA or Bank of America – Canada Branch (each a the “BANA AccountPayment Accounts”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA the Payment Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other othera Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) for the U.S. Loan Parties, an amount not to exceed $10,000,000 15,000,000 in the aggregate that is on deposit in a segregated DDAs DDA which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account,” (ii) for the Canadian Loan Parties, an amount not to exceed $3,000,000 in the aggregate that is on deposit in a segregated DDA which the Canadian Borrower designates in writing to the Agent as being the “uncontrolled cash account” (each such account, a “Designated Disbursement Account” and collectively, the “Designated Disbursement AccountAccounts”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement AccountAccounts, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (iiiii) de minimus minimusminimis cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iiiiv) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable lawApplicable Law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account AgreementAgreement or a lockbox, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower Groupor lockbox, and to cause all future deposits to be made to a Blocked Account of such Borrower Groupor lockbox, as applicable. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked AccountsAccounts without the Agent’s consent, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below. The Loan Parties may open or close Excluded Accounts at any time, the BANA without requirement of delivery of a Blocked Account for each Borrower Group shall at all times be under the sole dominion and control of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateralso long as no Event of Default has occurred and is continuing, the Intercreditor Agreement. In the event that, notwithstanding the provisions without consent of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (gf) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other otherno Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower GroupAccounts. (hg) Any amounts held or (x) received in a BANA Account for any Borrower Group the Payment Accounts (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) if any amountsthat continue to be swept to the Payment Accounts after all Events of Default and other Liquidity Events have been cured cured, in each case, shall (subject in the case of clause (x), to the provisions of the ABL Intercreditor Agreement with respect to the U.S. Collateral) Agreement), be remitted to the operating account of a the applicable Borrower within such Borrower Group as specified by the Borrower Agent.

Cash Receipts. (a) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety sixty (9060) days after the Effective Date (or such later date approved by the Agent and Co-Collateral Agent in its their reasonable discretion), enter into, into a control agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Agent and the Co-Collateral Agent, with the Agent and any bank with which such Loan Party maintains a DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). Each Loan Party acknowledges and agrees that each Blocked Account shall operate solely as a collections account and that such Loan Party shall maintain a separate disbursement account for the disbursement of monies to third parties in the ordinary course of their business and other similar disbursement activities, including the presentment of checks and any ACH transfers. (b) Each U.S. Loan Party Borrower agrees that it will cause all proceeds of the ABL First Lien Collateral (other than the Uncontrolled Cash) and for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” (other than Uncontrolled Cash) to be deposited into a Blocked Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to time. Each Loan Party Borrower agrees that it will promptly cause all such payment items to be scanned and deposited into Blocked Accounts and will provide copies at the Agent’s reasonable written request of any and all agreements entered into by a Loan Party Borrower with any third party that provides the scanning equipment or the services to reconcile the invoices with any scanned payment items. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an Event of Default or other Liquidity Event (and delivery of notice thereof from the Agent to the Borrower Agent and the other parties to such instrument or agreement) the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance, not to exceed the Dollar Equivalent Amount of $50,000 in any one Blocked Account or $250,000 in the aggregate, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to an account one or more accounts maintained for each Borrower Group by the Agent at BANA or Bank of America – Canada Branch (each a the “BANA AccountPayment Accounts”) or such other account as directed by the Agent. Subject to the terms of the applicable Security Agreement, all amounts received in a BANA the Payment Account or such other account shall be applied (and allocated) by the Agent in accordance with Section 2.10(b); provided that if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). (d) If, at any time after the occurrence and during the continuance of an Event of Default or other Liquidity Event, any cash or cash equivalents owned by any Loan Party (other than (i) for the U.S. Loan Parties, an amount not to exceed $10,000,000 15,000,000 in the aggregate that is on deposit in a segregated DDAs DDA which the Borrower Agent designates in writing to the Agent as being the “uncontrolled cash account,” (ii) for the Canadian Loan Parties, an amount not to exceed $3,000,000 in the aggregate that is on deposit in a segregated DDA which the Canadian Borrower designates in writing to the Agent as being the “uncontrolled cash account” (each such account, a “Designated Disbursement Account” and collectively, the “Designated Disbursement AccountAccounts”), which funds shall not be funded from, or when withdrawn from the Designated Disbursement AccountAccounts, shall not be replenished by, funds constituting proceeds of the ABL First Lien Collateral or, for any Canadian Loan Parties, the equivalent portion of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continues, (iiiii) de minimus cash or cash equivalents from time to time inadvertently misapplied by any Loan Party and (iiiiv) payroll, trust and tax withholding accounts (other than Excluded Accounts) funded in the ordinary course of business and required by applicable lawApplicable Law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account AgreementAgreement or a lockbox, the Agent shall be entitled to require the applicable Loan Party within a Borrower Group to close such account and have all funds therein transferred to a Blocked Account of such Borrower Groupor lockbox, and to cause all future deposits to be made to a Blocked Account of such Borrower Groupor lockbox, as applicable. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked AccountsAccounts without the Agent’s consent, subject to the contemporaneous execution and delivery to the Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (f) Subject to clause (h) below. The Loan Parties may open or close Excluded Accounts at any time, the BANA without requirement of delivery of a Blocked Account for each Borrower Group shall at all times be under the sole dominion and control of the Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees that, except to the extent otherwise provided in the Security Agreement, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower Group, (ii) the funds on deposit in such BANA Account shall at all times continue to be collateral security for all of the applicable Obligations, and (iii) the funds on deposit in such BANA Account shall be applied as provided in this Agreement and, with respect to the U.S. Collateralso long as no Event of Default has occurred and is continuing, the Intercreditor Agreement. In the event that, notwithstanding the provisions without consent of this Section 2.21, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the BANA Account for such Borrower Group pursuant to Section 2.21(c), such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into such BANA Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (gf) So long as (i) no Event of Default has occurred and is continuing, and (ii) no other Liquidity Event as to which the Agent has notified the Borrower Agent has occurred and is continuing, the Loan Parties within each Borrower Group may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts of such Borrower GroupAccounts. (hg) Any amounts held or (x) received in a BANA Account for any Borrower Group the Payment Accounts (including all interest and other earnings with respect thereto, if any) at any time (x) after the Termination Date or (y) if any amounts continue to be swept to the Payment Accounts after all Events of Default and other Liquidity Events have been cured shall (subject in the case of clause (x), to the provisions of the ABL Intercreditor Agreement with respect to the U.S. Collateral) Agreement), be remitted to the operating account of a the applicable Borrower within such Borrower Group as specified by the Borrower Agent.