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 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 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 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. 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.

Cash Receipts. (a) Schedule 4.15(a) lists with respect to each depository where a DDA is located (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Each U.S. Loan Party has entered intoshall (i) enter into a concentration account control agreement (a “Concentration Account Agreement”) covering an account maintained by the Borrower at Wachovia Bank, and each Canadian Loan Party shall, within ninety (90) days after the Effective Date N.A. (or such later date approved by other bank that is reasonably acceptable to the Agent in its reasonable discretion), enter into, a control agreement Administrative Agent) (each, a the “Blocked Account AgreementConcentration Account”), in form reasonably satisfactory to the Administrative Agent, with Wachovia Bank, N.A. (or such other bank that is reasonably acceptable to the Agent Administrative Agent), and any bank with which (ii) either (A) instruct all Account Debtors of such Loan Party maintains that remit payments of Division Accounts of such Account Debtors regularly by check pursuant to arrangements with such Loan Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Type 2 DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable Type 2 DDA or Concentration Account, (B) cause the checks of any such Account Debtor in payment of any Division Account to be deposited in the applicable Type 2 DDA or Concentration Account within two Business Days after such check is received by such Loan Party or (C) cause amounts constituting payments on Division Accounts that are deposited in other accounts (including any accounts where they are commingled with other funds) to be swept within 1 Business Day of becoming available to a Type 2 DDA or the Concentration Account in accordance with the terms of the ABS Intercreditor Agreement. All amounts received by a Borrower or a Subsidiary Guarantor in respect of any Division Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than an Excluded Accountany such amount or cash excluded from the Collateral pursuant to any Security Document) (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 Type 2 DDA or Concentration 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 not cause all proceeds of such payment items Type 2 DDAs 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 itemsotherwise redirected. (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 At any time after the occurrence and during the continuance of an Event of Default of the type described in subsection (9)(a) or other (f) (with respect to the Parent Borrower) or a Liquidity EventEvent as to which the Administrative Agent has notified the Borrower Representative, any cash or cash equivalents owned by any each Loan Party shall instruct each depository institution where a DDA is maintained to cause all amounts constituting cash proceeds of Division Accounts, Inventory and Transportation Equipment constituting Collateral (other than (iwhich proceeds constitute Collateral) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which such DDA in excess of $10,000 and available at the Borrower Agent designates close of each Business Day in writing such DDA to be swept either to the Agent as being Concentration Account or, to the “uncontrolled cash account” extent such proceeds constituting Collateral are deposited into another account that is linked to the ABS Facility, swept to an account controlled by the trustee under the ABS Documents (which shall in turn be swept to the “Designated Disbursement Account”Concentration Account pursuant to the terms of the ABS Intercreditor Agreement), which funds shall not be funded fromno less frequently than on a daily basis, 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 instructions to be made irrevocable unless otherwise agreed 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 by 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 Administrative Agent. (fd) Subject to clause (h) below, the BANA The Concentration Account for each Borrower Group shall at all times upon the occurrence and during the continuance of an Event of Default of the type described in subsection (9)(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event be under the sole dominion and control of the Administrative Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees thatthat upon the occurrence and during the continuance of an Event of Default of the type described in subsection (9)(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event, except to the extent otherwise provided in the Security Agreement, Guarantee and Collateral Agreement (ix) such Loan Party has no right of withdrawal from the BANA Account for such Borrower GroupConcentration Account, (iiy) the funds on deposit in such BANA the Concentration Account shall at all times continue to be collateral security for all of the applicable Obligationsobligations of the Loan Parties hereunder and under the other Loan Documents, and (iiiz) 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 Agreementsubsection 10.17. In the event that, notwithstanding the provisions of this Section 2.21subsection 4.15, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any cash proceeds or collections of Division Accounts, Inventory or Transportation Equipment constituting Collateral (which proceeds constitute Collateral) required to be transferred to the BANA Concentration Account for such Borrower Group pursuant to Section 2.21(csubsection 4.15(c), such proceeds and collections shall either (x) 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 AgentAdministrative Agent or (y) to the extent deposited into an account that is linked to the ABS Facility, forwarded to an account controlled by the trustee under the ABS Documents (which shall in turn be swept to the Concentration Account pursuant to the terms of the ABS Intercreditor Agreement). (ge) So long as (i) no Event of Default of the type described in subsection (9)(a) or (f) (with respect to the Parent Borrower) 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 GroupDDAs and the Concentration Account. (hf) Any amounts held or received in a BANA the Concentration Account for any Borrower Group (including all interest and other earnings with respect theretohereto, if any) at any time (x) after when all of the Termination Date obligations hereunder and under the other Loan Documents have been satisfied or (y) all no Events of Default of the type described in subsection (9)(a) or (f) (with respect to the Parent Borrower) and other no Liquidity Event exists or any such Events of Default or Liquidity Event have been cured cured, shall (subject in the case of clause (x), ) to the provisions of the Intercreditor Agreement with respect to the U.S. Collateral) Agreements), be remitted to the operating account of a Borrower within such Borrower Group as specified by the Borrower Agentapplicable Borrower.

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) Schedule 4.15 lists with respect to each depository where a DDA is located (i) the name of such depository and (ii) the account number(s) maintained with such depository. (b) Each U.S. Loan Party has entered into, and each Canadian Loan Party shall, within ninety shall (90i) days after the Effective Date (or such later date approved by the Agent in its reasonable discretion), enter into, into a concentration account control agreement (each, a “Blocked Concentration Account Agreement”), in form reasonably satisfactory to the Administrative Agent, covering an account maintained by the Parent Borrower (the “Concentration Account”), with Wxxxx Fargo Bank, National Association (or such other bank that is reasonably acceptable to the Agent Administrative Agent), and any bank with which (ii) either (A) instruct all Account Debtors of such Loan Party maintains that remit payments of Division Accounts of such Account Debtors regularly by check pursuant to arrangements with such Loan Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable DDA or Concentration Account or (B) cause the checks of any such Account Debtor in payment of any Division Account to be deposited in the applicable DDA or Concentration Account within two Business Days after such check is received by such Loan Party. All amounts received by a DDA Borrower or a Subsidiary Guarantor in respect of any Division Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than an Excluded Accountany such amount or cash excluded from the Collateral pursuant to any Security Document) (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 DDA or Concentration 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 not cause all proceeds of such payment items DDAs 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 itemsotherwise redirected. (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 At any time after the occurrence and during the continuance of an Event of Default of the type described in subsection 9.1(a) or other (f) (with respect to the Parent Borrower) or a Liquidity EventEvent as to which the Administrative Agent has notified the Borrower Representative, any cash or cash equivalents owned by any each Loan Party shall instruct each depository institution where a DDA is maintained to cause all amounts constituting cash proceeds of Division Accounts, Inventory and Transportation Equipment constituting Collateral (other than (iwhich proceeds constitute Collateral) an amount not to exceed $10,000,000 in the aggregate that is on deposit in segregated DDAs which such DDA in excess of $10,000 and available at the Borrower Agent designates close of each Business Day in writing such DDA to be swept 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 Concentration Account, shall not be replenished byno less frequently than on a daily basis, 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 with 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 instructions to be made irrevocable unless otherwise agreed 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 by 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 Administrative Agent. (fd) Subject to clause (h) below, the BANA The Concentration Account for each Borrower Group shall at all times upon the occurrence and during the continuance of an Event of Default of the type described in subsection 9.1(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event be under the sole dominion and control of the Administrative Agent. Each Loan Party within a Borrower Group hereby acknowledges and agrees thatthat upon the occurrence and during the continuance of an Event of Default of the type described in subsection 9.1(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event, except to the extent otherwise provided in the Security Agreement, Guarantee and Collateral Agreement (ix) such Loan Party has no right of withdrawal from the BANA Account for such Borrower GroupConcentration Account, (iiy) the funds on deposit in such BANA the Concentration Account shall at all times continue to be collateral security for all of the applicable Obligationsobligations of the Loan Parties hereunder and under the other Loan Documents, and (iiiz) 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 Agreementsubsection 10.17. In the event that, notwithstanding the provisions of this Section 2.21subsection 4.15, any Loan Party within a Borrower Group receives or otherwise has dominion and control of any cash proceeds or collections of Division Accounts, Inventory or Transportation Equipment constituting Collateral (which proceeds constitute Collateral) required to be transferred to the BANA Concentration Account for such Borrower Group pursuant to Section 2.21(csubsection 4.15(c), 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 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 of the type described in subsection 9.1(a) or (f) (with respect to the Parent Borrower) 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 GroupDDAs and the Concentration Account. (hf) Any amounts held or received in a BANA the Concentration Account for any Borrower Group (including all interest and other earnings with respect theretohereto, if any) at any time (x) after when all of the Termination Date obligations hereunder and under the other Loan Documents have been paid in full, the Letters of Credit have expired or terminated (other than Letters of Credit which have been cash collateralized in a manner reasonably satisfactory to the Administrative Agent) and the Commitments have terminated or (y) all no Events of Default of the type described in subsection 9.1(a) or (f) (with respect to the Parent Borrower) and other no Liquidity Event exists or any such Events of Default or Liquidity Event have been cured cured, shall (subject in the case of clause (x), ) to the provisions of the CF Intercreditor Agreement with respect to the U.S. Collateral) Agreement), be remitted to the operating account of a Borrower within the applicable Borrower. (g) Notwithstanding anything herein to the contrary, the Loan Parties shall be deemed to be in compliance with the requirements set forth in this subsection 4.15 during the initial sixty (60) day period commencing on the Amendment No. 3 Effective Date to the extent that the arrangements described above are established and effective not later than the date that is sixty (60) days following the Amendment No. 3 Effective Date or such Borrower Group later date as specified by the Borrower Administrative Agent, in its sole discretion, may agree.

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 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 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 ninety (90) days after the Effective Date (or such later date approved by the The Collateral 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 number 5045183372 at Bank of America (the disbursement "B 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 A Concentration 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 rights of the applicable Security Agreement, all amounts received in a BANA Account or such other account shall be applied (Loan Parties set forth below during any period during which no Cash Dominion Event has occurred 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 Partiescontinuing, the equivalent portion B of the Canadian Collateral to “ABL First Lien Collateral” so long as such Event of Default or other Liquidity Event continuesA Concentration Account is and shall remain, (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 Collateral Agent. Each The Loan Party within a Borrower Group hereby acknowledges Parties may maintain one or more disbursement accounts (the "Disbursement Accounts") to be used by the Loan Parties for disbursements and agrees that, except payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. Notwithstanding anything in any Loan Document to the extent otherwise provided in contrary, so long as the Security AgreementObligations have not been accelerated, (i) such Loan Party has no right of withdrawal from the BANA Account for such Borrower GroupDisbursement Accounts, (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, DDAs maintained by any Loan Party within in Canada nor credit card processing accounts maintained by any Loan Party in Canada shall be subject to a Borrower Group receives Blocked Account Agreement or otherwise has subject to the 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 Administrative Agent. (gb) So long as All cash receipts and other proceeds from the sale or disposition of any Collateral relating to the Loan Parties' operations in the United States of America, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts") shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America. Notwithstanding the foregoing, Cash Receipts from the Loan Parties' wholesale operations in the United States of America (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the B of A Concentration Account or a Blocked Account. (i) Except as otherwise provided in subsection (e) below (relating to Canadian Cash Receipts), so long as 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 direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts, the Blocked Accounts, the B of A Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, 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 theretoDisbursement Accounts, 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 provided that in the case of clause a closure of a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the B of A Concentration Account; and the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the B of A Concentration Account not less frequently than each Business Day, provided that (x), A) to the provisions extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the B of A Concentration Account such reasonable amount (based upon prior business practices of the Intercreditor Agreement with respect Borrowers but in no event to exceed $50,000.00 or such higher amount as the U.S. CollateralAdministrative Agent in its Permitted Discretion determines) be remitted as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the operating account ordinary course of a Borrower within such Borrower Group as specified by the Borrower Agentbusiness.