Common use of Certain Matters Relating to Accounts Clause in Contracts

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default upon the ABL Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Collateral Agent to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement any Proceeds constituting payments or other cash Proceeds of Accounts Receivable constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d). (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement at the ABL Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Collateral Agent copies or, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related thereto. (d) So long as no Event of Default has occurred and is continuing the ABL Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing the ABL Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration Account, and to maintain such balances in its Concentration Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian the Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian the Grantor to collect such Canadian the Grantor’s Accounts Receivable constituting Collateral and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable Receivables constituting Collateral, when collected by such Canadian the Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian the Grantor) deposited in, or otherwise transferred by such Canadian the Grantor to, to the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.55.5, and (ii) until so turned over, shall be held by such Canadian the Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian the Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Canadian Collateral Account Bank (or by any Canadian the Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, at the ABL Canadian Collateral Agent’s election, each of the ABL Collateral Canadian Administrative Agent and the Administrative Canadian Collateral Agent may apply all or any part of the funds on deposit in the Canadian Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian the Grantor then due and owing, such application to be made as set forth in subsection 6.55.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Canadian Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)5.1(d) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian the Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Collateral Canadian Administrative Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian the Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian the Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian the Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Canadian Collateral Account Bank to promptly remit any funds on deposit in each Canadian the Grantor’s Canadian Collateral Proceeds Account to any account designated by such Canadian the Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement’s General Fund Account. In the event that an Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian the Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian The Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent shall have the right (but not the obligation) to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, subject to any applicable Intercreditor Agreement, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable Receivables constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection Section 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, subject to any applicable Intercreditor Agreement, at the ABL Canadian Collateral Agent’s election, each of the ABL Canadian Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection Section 6.1(d)) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement Agreement, subject to any applicable Intercreditor Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Collateral Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which that gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing continuing, subject to any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian Grantor be established at the ABL Canadian Collateral Agent or at another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Each Grantor shall have the right, at any time and from time to timetime when no Event of Default has occurred or is continuing, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or or, by any Canadian Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, at the ABL Canadian Collateral Agent’s election, each of the ABL Canadian Collateral Agent and the Administrative Canadian Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.56.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Canadian Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Canadian Administrative Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian each Grantor shall furnish all such assistance and information as the ABL Collateral Canadian Administrative Agent may reasonably require in connection with such test verifications. At The Canadian Administrative Agent shall have the absolute right to share any time information it gains from such inspection or verification with any Secured Party. (b) The Canadian Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and from time to the Canadian Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default upon Default. If required in writing by the ABL Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Collateral Administrative Agent to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) Default, any payments of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement any Proceeds constituting payments or other cash Proceeds of Accounts Receivable constituting CollateralAccounts, when collected by such Canadian any Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt Days) deposited by such Canadian Grantor) deposited inGrantor in the exact form received, or otherwise transferred duly endorsed by such Grantor to the Canadian Grantor toAdministrative Agent if required, in a Collateral Account maintained under the Collateral Proceeds Accountsole dominion and control of and on terms and conditions reasonably satisfactory to the Canadian Administrative Agent, subject to withdrawal by the ABL Collateral Canadian Administrative Agent for the account of the Secured Parties only as provided in subsection 6.55.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Collateral Canadian Administrative Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Each such deposit of Proceeds of Accounts Receivable constituting Collateral while held shall be accompanied by a report identifying in reasonable detail the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit nature and source of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit payments included in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)deposit. (c) At the Canadian Administrative Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement at the ABL Collateral Agent’s requestDefault, each Canadian Grantor shall deliver to the ABL Collateral Canadian Administrative Agent copies or, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateralthe Accounts, including, without limitation, including all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all original orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event Upon the occurrence and during the continuance of Default has occurred and is continuing the ABL Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing the ABL Collateral AgentDefault, at its option, may require that each Collateral Proceeds Account and the Concentration Account of each Canadian a Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Collateral Agent. Subject to subsection 4.16 shall not grant any extension of the ABL Credit Agreementtime of payment of any of the Accounts, each compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Canadian Grantor Administrative Agent shall have instructed the rightGrantors not to grant or make any such extension, at credit, discount, compromise, or settlement under any time and from time to time, to withdraw circumstances during the continuance of such Event of its own funds from its own Concentration Account, and to maintain such balances in its Concentration Account, as it shall deem to be necessary or desirableDefault.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, at the ABL Canadian Collateral Agent’s election, each of the ABL Canadian Collateral Agent and the Administrative Canadian Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.56.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Canadian Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Canadian Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Canadian Collateral Agent at any time, time without limiting the ABL Canadian Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable Receivables constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, at the ABL Canadian Collateral Agent’s election, each of the ABL Collateral Canadian Agent and the Administrative Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.56.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Canadian Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account such Grantor’s General Fund Account or such other Account designated by such Canadian Grantor, Grantor maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable Receivables constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, at the ABL Canadian Collateral Agent’s election, each of the ABL Collateral Canadian Agent and the Administrative Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.56.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Collateral Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement’s General Fund Account. In the event that an Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Funds Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, upon the ABL Canadian Collateral Agent’s 's reasonable request and at the expense of the relevant Canadian Grantor, such Canadian the Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian the Grantor to collect such Canadian the Grantor’s 's Accounts Receivable constituting Collateral and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable Receivables constituting Collateral, when collected by such Canadian the Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian the Grantor) deposited in, or otherwise transferred by such Canadian the Grantor to, to the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.55.5, and (ii) until so turned over, shall be held by such Canadian the Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian the Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Canadian Collateral Account Bank (or by any Canadian the Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, at the ABL Canadian Collateral Agent’s 's election, each of the ABL Collateral Canadian Administrative Agent and the Administrative Canadian Collateral Agent may apply all or any part of the funds on deposit in the Canadian Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian the Grantor then due and owing, such application to be made as set forth in subsection 6.55.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Canadian Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)5.1(d) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement Agreement, at the ABL Canadian Collateral Agent’s 's request, each Canadian the Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Collateral Canadian Administrative Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian the Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian the Grantor’s 's Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian the Grantor’s 's Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Canadian Collateral Account Bank to promptly remit any funds on deposit in each the Grantor's Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian the Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement's General Fund Account. In the event that an Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian the Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian The Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default upon the ABL Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Collateral Agent to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement any Proceeds constituting payments or other cash Proceeds of Accounts Receivable constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d). (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement at the ABL Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Collateral Agent copies or, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related thereto. (d) So long as no Event of Default has occurred and is continuing the ABL Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing the ABL Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration Account, and to maintain such balances in its Concentration Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance continuation of an Event of DefaultDefault after written notice is delivered to the Canadian Grantor, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant each Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default upon the ABL Collateral Agent’s reasonable request and at the expense of the relevant The Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Collateral Agent shall have the absolute right to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateralshare any information it gains from such inspection or verification with any Secured Party. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time upon notice after the occurrence and during the continuance continuation of an Event of Default specified in subsection 9(a) of the ABL Credit AgreementDefault. If required in writing by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 9(a) Default, any payments of the ABL Credit Agreement any Proceeds constituting payments or other cash Proceeds of Accounts Receivable constituting CollateralAccounts, when collected by such any Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian GrantorDays) deposited in, or otherwise transferred by such Canadian Grantor toin the exact form received, duly endorsed by such Canadian Grantor to the Canadian Collateral Proceeds AccountAgent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Canadian Collateral Agent, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5Section 5.4, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Each such deposit of Proceeds of Accounts Receivable constituting Collateral while held shall be accompanied by a report identifying in reasonable detail the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit nature and source of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit payments included in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)deposit. (c) At the Canadian Collateral Agent’s written request at any time and from time to time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement at the ABL Collateral Agent’s requestDefault, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateralthe Accounts, including, without limitation, including all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all original orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Upon the occurrence and during the continuation of an Event of Default has occurred and is continuing Default, a Canadian Grantor shall not grant any extension of the ABL time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Canadian Collateral Agent shall instruct have instructed the Collateral Account Bank Canadian Grantors in writing not to promptly remit grant or make any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to such extension, credit, discount, compromise, or settlement under any account designated by circumstances during the continuation of such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing the ABL Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration Account, and to maintain such balances in its Concentration Account, as it shall deem to be necessary or desirableDefault.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Canadian Grantor shall furnish all such assistance and information as the ABL Canadian Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, subject to any applicable Intercreditor Agreement, upon the ABL Canadian Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Canadian Collateral Agent to furnish to the ABL Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the ABL Canadian Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement (subject to any applicable Intercreditor Agreement). If required by the ABL Canadian Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash Proceeds proceeds of Accounts Receivable Receivables constituting Collateral, when collected by such Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Canadian Collateral Agent for the account of the Secured Parties only as provided in subsection Section 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Proceeds proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit of the ABL Canadian Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement has occurred and is continuing continuing, subject to any applicable Intercreditor Agreement, at the ABL Canadian Collateral Agent’s election, each of the ABL Collateral Canadian Agent and the Administrative Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection Section 6.1(d)) hereof. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection Section 9(a) of the ABL Credit Agreement Agreement, subject to any applicable Intercreditor Agreement, at the ABL Canadian Collateral Agent’s request, each Canadian Grantor shall deliver to the ABL Canadian Collateral Agent copies or, if required by the ABL Collateral Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which that gave rise to such Canadian Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related theretoreceipts. (d) So long as no Event of Default has occurred and is continuing continuing, the ABL Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement’s General Fund Account. In the event that an Event of Default has occurred and is continuing continuing, subject to any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration General Fund Account of each Canadian Grantor be established at the ABL Canadian Collateral Agent or at another institution reasonably acceptable to the ABL Canadian Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each Canadian Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration General Fund Account, and to maintain such balances in its Concentration General Fund Account, as it shall deem to be necessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Canadian Administrative Agent shall have the right right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it the Canadian Administrative Agent reasonably considers advisable, and the relevant Canadian each Grantor shall furnish all such reasonable assistance and information as the ABL Collateral Agent may reasonably require in connection with such test verifications. At The Collateral Agent shall have the right to share any time and information it gains from time such inspection or verification with any Secured Party in accordance with the terms of the Credit Documents. (b) Each Grantor is permitted at all times to collect such Grantor’s Accounts except that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default upon in respect of Accounts constituting Collateral. If required in writing by the ABL Collateral Agent’s reasonable request and at the expense of the relevant Canadian Grantor, such Canadian Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the ABL Collateral Agent to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable and the ABL Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) Default, any payments of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement any Proceeds constituting payments or other cash Proceeds of Accounts Receivable constituting CollateralAccounts, when collected by such Canadian any Grantor, (i) shall be forthwith (and, in any event, within two three (3) Business Days of receipt by such Canadian Grantor) deposited in, or otherwise transferred by such Canadian Grantor toin the exact form received, duly endorsed by such Grantor to the Collateral Proceeds AccountAgent if required, in a Collateral Account maintained under the control of and on terms and conditions reasonably satisfactory to the Collateral Agent subject to withdrawal by the ABL Collateral Agent Agent, for the account of the Canadian Secured Parties only as provided in subsection 6.5Section 5.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the ABL Collateral Agent and the other Canadian Secured Parties, segregated from other funds of such Canadian Grantor. All Proceeds constituting collections or other cash Each such deposit of Proceeds of Accounts Receivable constituting Collateral while held shall be accompanied by a report identifying in reasonable detail the Collateral Account Bank (or by any Canadian Grantor in trust for the benefit nature and source of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit payments included in the Collateral Proceeds Account established by the relevant Canadian Grantor to the payment of the Obligations of such Canadian Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d)deposit. (c) At the Collateral Agent’s written request at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement at the ABL Collateral Agent’s requestDefault, each Canadian Grantor shall deliver to the ABL Collateral Agent copies orAgent, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Canadian Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Canadian Grantor’s the Accounts Receivable constituting Collateral, including, without limitation, including all statements relating to such Canadian Grantor’s Accounts Receivable constituting Collateral and all original orders, invoices and shipping receipts related theretoreceipts. (d) So long Other than in the ordinary course of business or as no Event permitted by the Credit Documents, during the continuance of Default has occurred and is continuing the ABL Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Canadian Grantor’s Collateral Proceeds Account to any account designated by such Canadian Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of Default has occurred and is continuing a Grantor shall not grant any extension of the ABL time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances. (e) At the reasonable written direction of the Collateral Agent, at its optionupon the occurrence and during the continuance of an Event of Default, may require that each Collateral Proceeds Account and Grantor shall grant to the Concentration Account of each Canadian Grantor be established at the ABL Collateral Agent or another institution reasonably acceptable for the benefit of the Canadian Secured Parties, to the ABL Collateral Agent. Subject extent assignable, until termination of this Agreement, a nonexclusive, fully paid-up, royalty free, worldwide license to subsection 4.16 use or sublicense any of the ABL Credit AgreementIntellectual Property now owned or hereafter acquired by such Grantor; provided however that no such license shall be deemed granted to the extent it (i) conflicts with the terms of any agreement to which such Grantor is a party or otherwise bound or (ii) would result in the invalidity, each Canadian Grantor unenforceability or abandonment of any Trademarks. Such license shall have include access to all media in which any of the right, at any time and from time to time, to withdraw such of its own funds from its own Concentration Account, licensed items may be recorded or stored and to maintain such balances in its Concentration Account, as it shall deem to be necessary all computer programs used for the compilation or desirableprintout thereof.