The Grantors shall maintain, subject to the control of the Collateral Agent pursuant to the Account Control Agreements, a system of lockboxes and related Deposit Accounts (the “Lockbox System”). Each Grantor agrees that it shall have no Deposit Accounts other than # Deposit Accounts in the Lockbox System, # Excluded Operating Accounts and # Local Collection Accounts. Each Grantor further agrees # to cause at all times to be in effect with respect to each Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or a Local Collection Account) is maintained an Account Control Agreement with respect to each such Deposit Account, # to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts or in respect of any Inventory to make all such payments directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, # to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, # promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such Grantor necessary for deposit or collection), # to maintain at all times a Collateral Proceeds Account in the United States, a U.S. dollar Collateral Proceeds Account in Canada and a Canadian dollar Collateral Proceeds Account in Canada, in each case on terms reasonably satisfactory to the Collateral Agent, # to cause all funds on deposit in Local Collection Accounts to be remitted periodically, but in no event less frequently than weekly, to a Deposit Account in the Lockbox System which is subject to an Account Control Agreement, and # to maintain in effect agreements

the sale or discount without recourse of accounts receivable in connection with the compromise or collection thereof;

Deposit Accounts, Securities Accounts and Commodity Accounts. All Deposit Accounts, Securities Accounts and Commodity Accounts owned by any Grantor as of the date hereof or as of the date of the most recent Compliance Certificate are set forth in Annex H, including, with respect to each such account: # the relevant Grantor associated therewith, # a description of the use thereof or the assets therein, # the account name and the account number thereof # the name and address of the depository bank, securities intermediary or commodity intermediary, # the type of account and # the estimated average daily balance of any such account for the most recently completed six calendar months (or, if shorter, such period as for which such account has been open or such other time period as may be agreed to by the Borrower and the Administrative Agent).

Dispositions or discounts of accounts receivable and related assets in connection with the collection, compromise or factoring thereof;

Collection Account Access. Upon the occurrence and during the continuance of an Event of Default (and subject to [Section 5.2(a)] hereof), upon the occurrence and during the continuance of a Dominion Period (as defined in the Intercreditor Agreement) or on any date when Hypothetical Availability is less than or equal to 5% of the Credit Facility Exposure, Agent may (and shall, at the direction of Majority Lenders) notify the bank identified in any Collection Account Agreement to terminate Borrowers’ right to withdraw any funds from the Collection Accounts identified therein.

Collection of Receivables. Until any Loan Party's authority to do so is terminated by [[Organization B:Organization]] as set forth in subsection # below, each Loan Party will, at such Loan Party's sole cost and expense, but on [[Organization B:Organization]]'s behalf and for [[Organization B:Organization]]'s account, deposit or cause to be deposited, all remittances related to Receivables into a Depository Account subject to a Deposit Account Control Account.

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

materially change any of the Company’s or its Subsidiaries’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; or

All cash, Cash Equivalents, and the proceeds of all Collateral shall be deposited directly into either # a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be reasonably acceptable to Agent (which arrangement shall permit Borrowers to access accounts absent a Cash Dominion Period), or # separate lockbox depository accounts (“Collection Accounts”) established at the Agent for the deposit of such cash, Cash Equivalents, and proceeds. Collection Accounts shall be used solely for collections. All disbursements shall be made from separate disbursement accounts established with Agent or as otherwise provided in this [Section 4.15(h)].

From the date upon which you receive such a Revocation Notice the Collection Account Trustee shall no longer have the right to give instructions to you in respect of the operation of, and payments into and out of, the Trust Accounts and you will not act upon any such instructions given by the Collection Account Trustee in respect of the Trust Accounts and will comply with all instructions given to you by the Security Trustee in respect of the operation of, and payments into and out of the Trust Accounts without our further consent.