The Lender also hereby appoints and authorizes the Accounts Bank to act on its behalf (including in its role as agent for the Secured Swap Providers) for the purpose of the creation and perfection of a first-priority security interest in favor of the Lender in the Project Accounts to the extent that they are deemed under applicable Law not to constitute securities accounts or deposit accounts and in any Account Collateral that is deemed under applicable Law not to constitute a “financial asset” (within the meaning of [[Section 8-102(9)])]] of the UCC). The Accounts Bank hereby accepts this appointment and agrees to act as the Accounts Bank for the Lender for such purpose and to hold and maintain exclusive dominion and control over the Project Accounts and any such Account Collateral on behalf of the Lender.

"Interest Collection Subaccount" means a sub-account (account number ​ at the Account Bank) of the Collection Account entitled "Interest Collection Subaccount," into which Interest Collections shall be segregated.

Proceeds of Collateral Each Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account) If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account

Section # # Establishment of Secured Accounts. The Securities Intermediary acknowledges and agrees that, at the direction and on behalf of the Secured Party, it has established and is maintaining on its books and records, in the name of the Debtor subject to the lien of the Secured Party, the following: # the securities accounts designated as # the interest collection account (the “Interest Collection Account”) and # the principal collection account (the “Principal Collection Account”) (such Interest Collection Account and Principal Collection Account, together with any replacements thereof or substitutions therefor, the “Collection Account”); # the custodial account designated as the “Custodial Account” (such account, together with any replacements thereof or substitutions therefor, the “Custodial Account”); # the interest reserve account designed as the “Interest Reserve Account” (such account, together with any replacements thereof or substitutions therefor, the “Interest Reserve Account”); # the future funding reserve account designated as the “Future Funding Reserve Account” (such account, together with any replacements thereof or substitutions therefor, the “Future Funding Reserve Account”); # the payment account designated as the “Payment Account” (such account, together with any replacements thereof or substitutions therefor, the “Payment Account”); # the securities account designated the “Lender Collateral Account” (such account, together with any replacements thereof or substitutions therefor, the “Lender Collateral Account”); # the securities accounts designated as the “Closing Expense Account” (such account, together with any replacements thereof or substitutions therefor, the “Closing Expense Account”) and # the Class A-T Funding Account (such account, together with any replacements thereof or substitutions therefor, the “Class A-T Funding Account”, and together with the Collection Account, the Custodial Account, the Interest Reserve Account, the Future Funding Reserve Account, the Payment Account, the Lender Collateral Account and the Closing Expense Account and any sub-accounts of such accounts hereinafter created at the direction of the Collateral Agent, the “Secured Accounts”). The account numbers and designation of the Secured Accounts as of the Closing Date are set forth on [Schedule A].

Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in [Section 5.2(d)] hereof. At any time a Default or an Event of Default shall exist or have occurred and be continuing, promptly upon Administrative Agent’s request, Borrowers and Guarantors shall deliver, or cause to be delivered, to Administrative Agent a Deposit Account Control Agreement duly authorized, executed and delivered by such banks where a Store Account is maintained as Administrative Agent shall specify. Without limiting any other rights or remedies of Administrative Agent or Lenders, Administrative Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Administrative Agent Payment Account at any time there is a Cash Dominion Event. Without limiting any other rights or remedies of Administrative Agent or Lenders, in the event that a Deposit Account Control Agreement is in effect for a Store Account, then Administrative Agent may, at its option, instruct the depository bank at which the Store Account is maintained to transfer all available funds received or deposited into the Store Account to the Administrative Agent Payment Account at any time there is a Cash Dominion Event. As to the Blocked Accounts or the Store Accounts, as the case may be, Administrative Agent shall send to Lead Borrower a copy of any such written instruction sent by Administrative Agent to the depository bank promptly thereafter. In the event that at any time ninety (90) days after Administrative Agent has instructed such depository banks to transfer such funds to the Administrative Agent Payment Account, a Cash Dominion Event no longer exists, upon Lead Borrower’s written request received by Administrative Agent within five (5) Business Days after such Cash Dominion Event no longer exists, Administrative Agent shall rescind its prior instructions and give new instructions to such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Borrowers and Guarantors as Lead Borrower may specify in writing to Administrative Agent until such time as Administrative Agent is entitled to notify and shall notify the depository bank otherwise as provided above. At all times that Administrative Agent shall have notified any depository bank to transfer funds from a Blocked Account or Store Account to the Administrative Agent Payment Account, all payments made to such Blocked Accounts or Store Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding Obligations.

Each Blocked Account Agreement and Credit Card Notification will require, during a Cash Dominion Period and upon receipt by the Borrowers of written notice thereof by the Administrative Agent, the ACH or wire transfer no less frequently than once per Business Day of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account net of such minimum balance (not to exceed ​ per account and in any event not to exceed ​ in the aggregate with respect to all such Blocked Accounts), if any, required by the bank at which such Blocked Account is maintained to an account established with, and subject to the control of, the Administrative Agent (the “Dominion Account”).

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

Deposit Accounts To further secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent a continuing Lien upon all amounts credited to any Deposit Account of such Borrower, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept Each Borrower hereby authorizes and directs each bank or other depository to deliver to Agent, upon request during a Dominion Trigger Period, all balances in any Deposit Account maintained by such Borrower, without inquiry into the authority or right of Agent to make such request

Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices.

8.5Administration of Deposit Accounts. [Schedule 8.5] sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than a Deposit Account exclusively used for payroll, payroll taxes or employee benefits, or an account containing not more than ​ at any time, all such accounts being “Excluded Deposit Accounts”). A Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account (other than any Excluded Deposit Accounts) and, with the consent of Agent, will amend [Schedule 8.5] to reflect same.