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, subject to any applicable Intercreditor Agreement, the 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the 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 Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, the Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 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 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 Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuing, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such the Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each the Grantor to collect such the Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such the Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such the Grantor) deposited in, or otherwise transferred by such the Grantor to, to the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section 6.5subsection 5.5, and (ii) until so turned over, shall be held by such the Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such the Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Canadian Collateral Account Bank (or by any the Grantor in trust for the benefit of the 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 Section subsection 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, each of the Canadian Administrative Agent and the Canadian Collateral Agent may apply all or any part of the funds on deposit in the Canadian Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such the Grantor then due and owing, such application to be made as set forth in Section 6.5 subsection 5.5 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 Section 6.1(dsubsection 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 Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each the Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Administrative Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such the Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such the Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such the Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Canadian Collateral Account Bank to promptly remit any funds on deposit in each the Grantor’s Canadian Collateral Proceeds Account to such the Grantor’s General Fund Account or any other account designated by such GrantorAccount. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each the Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each The Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 Canadian ABL 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 Canadian 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, subject to any applicable Intercreditor Agreement, Default upon the Canadian 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 Canadian ABL Collateral Agent to furnish to the Canadian ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian ABL Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the Canadian ABL Collateral Agent may curtail or terminate said authority at any time 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian ABL Collateral Agent at any time 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, Agreement any Proceeds constituting payments or other cash proceeds Proceeds of Accounts Receivables 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 Canadian ABL Collateral Agent for the account of the Secured Parties only as provided in Section subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the Canadian ABL 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 Section subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, continuing at the Canadian ABL Collateral Agent’s election, each of the Canadian 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 Section 6.5 hereofsubsection 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 Section 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, Agreement at the Canadian ABL Collateral Agent’s request, each Canadian Grantor shall deliver to the Canadian ABL Collateral Agent copies or, if required by the Canadian 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 that 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 receiptsreceipts related thereto. (d) So long as no Event of Default has occurred and is continuing, continuing the Canadian 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 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, subject to any applicable Intercreditor Agreement, continuing the Canadian Collateral Agent and the Grantors agree that the Canadian ABL Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Concentration Account of each Canadian Grantor be established at the Canadian ABL Collateral Agent or at another institution reasonably acceptable to the Canadian ABL Collateral Agent. Each 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 when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Concentration Account, and to maintain such balances in its General Fund 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, subject to any applicable Intercreditor Agreement, the 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, Agreement (subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the 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 Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, each of the Canadian Agent and the Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 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 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 Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such GrantorAccount. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s 's reasonable request and at the expense of the relevant Grantor, such the Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each the Grantor to collect such the Grantor’s 's Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such the Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such the Grantor) deposited in, or otherwise transferred by such the Grantor to, to the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section 6.5subsection 5.5, and (ii) until so turned over, shall be held by such the Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such the Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Canadian Collateral Account Bank (or by any the Grantor in trust for the benefit of the 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 Section subsection 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s 's election, each of the Canadian Administrative Agent and the Canadian Collateral Agent may apply all or any part of the funds on deposit in the Canadian Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such the Grantor then due and owing, such application to be made as set forth in Section 6.5 subsection 5.5 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 Section 6.1(dsubsection 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 Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s 's request, each the Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Administrative Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such the Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such the Grantor’s 's Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such the Grantor’s 's Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Canadian Collateral Account Bank to promptly remit any funds on deposit in each the Grantor’s 's Canadian Collateral Proceeds Account to such the Grantor’s 's General Fund Account or any other account designated by such GrantorAccount. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each the Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each The Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time time, without limiting the Canadian Collateral Agent’s rights under subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time without limiting the Canadian Collateral Agent’s rights under subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the 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 Section subsection 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, each of the Canadian Agent and the Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section subsection 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 Section 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 Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any such other account Account designated by such GrantorGrantor maintained in compliance with the provisions of subsection 4.16 of the Credit Agreement. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 Canadian Collateral 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) to 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 each Grantor shall furnish all such reasonable assistance and information as the Canadian 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 to time after such inspection or verification with any Secured Party in accordance with the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense terms of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting CollateralCredit Documents. (b) The Canadian Collateral Agent hereby authorizes each Each Grantor is permitted at all times to collect such Grantor’s Accounts Receivable constituting Collateral and except that the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) respect of the Credit Agreement, subject to any applicable Intercreditor Agreement)Accounts constituting Collateral. If required in writing by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor AgreementDefault, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting CollateralAccounts, when collected by such any Grantor, (i) shall be forthwith (and, in any event, within two three (3) Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such 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 Canadian Collateral Agent Agent, for the account of the Canadian Secured Parties only as provided in Section 6.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Canadian Secured Parties, segregated from other funds of such Grantor. All Each such deposit of Proceeds constituting collections or other cash 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 Grantor in trust for the benefit nature and source of the 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 Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, the Canadian Collateral Agent may apply all or any part of the funds on deposit payments included in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 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 Section 6.1(d) hereofdeposit. (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 Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s requestDefault, each Grantor shall deliver to the Canadian Collateral Agent copies orAgent, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s the Accounts Receivable constituting Collateral, including, without limitation, including all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all original orders, invoices and shipping receipts. (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 Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuinga Grantor shall not grant any extension of the time of payment of any of the Accounts, subject to compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any applicable Intercreditor AgreementPerson liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Canadian Collateral Agent and shall have instructed the Grantors agree that not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances. (e) At the Canadian 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 the General Fund Account of each Grantor be established at shall grant to the Collateral Agent for the benefit of the Canadian Collateral Agent or at another institution reasonably acceptable Secured Parties, to the Canadian Collateral Agentextent assignable, until termination of this Agreement, a nonexclusive, fully paid-up, royalty free, worldwide license to use or sublicense any of the Intellectual 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, unenforceability or abandonment of any Trademarks. Each Grantor Such license shall have include access to all media in which any of the right, at any time and from time to time when no Event of Default has occurred licensed items may be recorded or is continuing, to withdraw such of its own funds from its own General Fund Account, stored and to maintain such balances in its General Fund Account, as it shall deem to be necessary all computer programs used for the compilation or desirableprintout thereof.

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 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the 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 Section subsection 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, each of the Canadian Agent and the Canadian Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section subsection 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 Section 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 Section subsection 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such GrantorAccount. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Funds Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 continuation of an Event of Default, subject Default after written notice is delivered to any applicable Intercreditor Agreementthe Canadian Grantor, the 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 each Canadian Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the The Canadian Collateral Agent shall have the absolute right to furnish to the Canadian 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 Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuance continuation of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement)Default. If required in writing by the Canadian Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor AgreementDefault, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting CollateralAccounts, when collected by such any Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt Days) deposited by such Grantor) deposited inCanadian Grantor in the exact form received, or otherwise transferred duly endorsed by such Canadian Grantor toto the Canadian Collateral Agent 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 Proceeds AccountAgent, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section 6.55.4, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. All Each such deposit of Proceeds constituting collections or other cash 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 Grantor in trust for the benefit nature and source of the 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 Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, the Canadian Collateral Agent may apply all or any part of the funds on deposit payments included in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 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 Section 6.1(d) hereofdeposit. (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 Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s requestDefault, each Canadian Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s Accounts Receivable constituting Collateralthe Accounts, including, without limitation, including all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all original orders, invoices and shipping receipts. (d) So long as no Upon the occurrence and during the continuation of an Event of Default has occurred and is continuingDefault, a Canadian Grantor shall not grant any extension of the 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 Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account extension, credit, discount, compromise, or settlement under any other account designated by circumstances during the continuation of such Grantor. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuing, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its General Fund 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 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables Receivable constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or or, by any Grantor in trust for the benefit of the 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 Section subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, each of the Canadian Collateral Agent and the Canadian Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section subsection 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 Section 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 Canadian ABL 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 Canadian 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, subject to any applicable Intercreditor Agreement, Default upon the Canadian 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 Canadian ABL Collateral Agent to furnish to the Canadian ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian ABL Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts Receivable constituting Collateral and the Canadian ABL Collateral Agent may curtail or terminate said authority at any time 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian ABL Collateral Agent at any time 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, Agreement any Proceeds constituting payments or other cash proceeds Proceeds of Accounts Receivables 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 Canadian ABL Collateral Agent for the account of the Secured Parties only as provided in Section subsection 6.5, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the Canadian ABL 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 Section subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, continuing at the Canadian ABL Collateral Agent’s election, each of the Canadian 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 Section 6.5 hereofsubsection 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 Section 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 Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuing, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its 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 Canadian Collateral Administrative 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 each Grantor shall furnish all such assistance and information as the Canadian Collateral 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 and information it gains from time to time after the occurrence and during the continuance of an Event of Default, subject to such inspection or verification with any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting CollateralSecured Party. (b) The Canadian Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement)Default. If required in writing by the Canadian Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor AgreementDefault, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting CollateralAccounts, when collected by such any Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such GrantorDays) deposited in, or otherwise transferred by such Grantor toin the exact form received, duly endorsed by such Grantor to the Canadian Administrative Agent if required, in a Collateral Proceeds AccountAccount maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Canadian Administrative Agent, subject to withdrawal by the Canadian Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5subsection 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. All Each such deposit of Proceeds constituting collections or other cash 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 Grantor in trust for the benefit nature and source of the 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 Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, the Canadian Collateral Agent may apply all or any part of the funds on deposit payments included in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 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 Section 6.1(d) hereofdeposit. (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 Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s requestDefault, each Grantor shall deliver to the Canadian Collateral Administrative Agent copies or, if required by the Canadian Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s Accounts Receivable constituting Collateralthe Accounts, including, without limitation, including all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all original orders, invoices and shipping receipts. (d) So long as no Event Upon the occurrence and during the continuance of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuingDefault, subject to a Grantor shall not grant any applicable Intercreditor Agreementextension of the 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 Administrative Agent and shall have instructed the Grantors agree that not to grant or make any such extension, credit, discount, compromise, or settlement under any circumstances during the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account continuance of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no such Event of Default has occurred or is continuing, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its General Fund 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 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 Grantor shall furnish all such assistance and information as the 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, subject to any applicable Intercreditor Agreement, upon the Canadian Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public or chartered accountants or others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement). If required by the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivables Receivable constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the 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 Section subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s election, each of the Canadian Collateral Agent and the Canadian Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section subsection 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 Section 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 Section subsection 9(a) of the ABL Credit Agreement, subject to any applicable Intercreditor Agreement, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Canadian Collateral Agent copies or, if required by the Canadian Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions that which gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Canadian Collateral Agent and the Grantors agree that the Canadian Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Canadian Collateral Agent or at another institution reasonably acceptable to the Canadian Collateral Agent. Each Grantor shall have the right, at any time and from time to time when no Event of Default has occurred or is continuingtime, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its General Fund Account, as it shall deem to be necessary or desirable.