Common use of Cash Management Clause in Contracts

Cash Management. (a) Deliver to the Administrative Agent: (i) on or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a);: (iii) on or prior deliver to the Closing Date, Lender copies of notifications (each, a “Credit Card Notification”) substantially reasonably satisfactory in form and substance to the form attached hereto as Exhibit K Lender which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a)Disclosure Schedule; and (ivii) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements Agreement satisfactory in form and substance to the Agents Lender with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until . (b) Prior to the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (providednet of any minimum balance, that such covenant shall not apply to (i) minimum balances exceed $2,500, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processorsprocessors and credit card issuers. (c) During any After the occurrence and during the continuance of a Cash Dominion Trigger PeriodEvent, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by (i) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500, as may be required to be kept in the concentration accounts designated subject DDA by the Administrative Agent depository institution at which such DDA is maintained) and all payments due from credit card processors and credit card issuers and (collectively, ii) cause the ACH or wire transfer to the collection account maintained by the Lender at Bank of America (the “Concentration AccountsCollection Account”), of no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collectionscollections received by each Loan Party from all sources, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (ii) all cash received or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, indemnity payments and any purchase price adjustments; (iii) all proceeds of collections of Accounts; (iiiiv) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained).; and (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (vvi) the then contents entire ledger balance of each DDA Blocked Account (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500, as may be required to be kept in the subject DDA Blocked Account by the depository institution at which such DDA is maintainedBlocked Account Bank). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (hd) The Concentration Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Collateral AgentLender. The Loan Parties hereby acknowledge and agree that (i) during the continuance of a Cash Dominion Event, the Loan Parties have no right of withdrawal from the Concentration Collection Account, (ii) the funds on deposit in the Concentration Collection Account shall at all times be collateral security for all of the Secured Obligations and (iii) during the continuance of a Cash Dominion Event, the funds on deposit in the Concentration Collection Account shall be applied to the Obligations as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.136.12, any Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections, such proceeds receipts and collections shall be held in trust by such Loan Party for the Administrative AgentLender, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofLender. (ie) Upon the request of the Administrative AgentLender, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent Lender not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver to the Administrative Agent: (i) on or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations[Intentionally Omitted.] (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13[Intentionally Omitted.] (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)[Intentionally Omitted.] (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct[Intentionally Omitted.] (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Immediately upon the occurrence of a Cash Dominion Event, the Loan Parties, upon the request of any Co-Collateral Agent, shall deliver to the Administrative AgentCo-Collateral Agents a schedule of all DDAs, that to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which Schedule includes, with respect to each depository, (i) the name and address of such depository, (ii) the account number(s) maintained with such depository, and (iii) a contact person at such depository. (b) Annexed hereto as Schedule 2.18(b) is a list describing all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (c) Each Loan Party has or shall have: (i) on or prior delivered to the Closing DateAdministrative Agent and the Canadian Agent, copies of notifications (eachas applicable, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K I which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a)processors; and (ivii) on or prior to the Closing Dateentered into a blocked account agreement (each, fully executed a “Blocked Account Agreements or Securities Account Control Agreements satisfactory Agreement”) in form and substance reasonably satisfactory to the Co-Collateral Agents or the Canadian Agent, as applicable, with each Blocked Account Bank designated on Schedule 5.21(aany bank with which such Loan Party maintains deposit account(s) and applicable securities intermediary designated on Schedule 5.21(a) into which the DDA’s are swept (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). , which as of the Effective Date are listed on Schedule 2.18(c)(ii) attached hereto. (d) Each DDA Notification and Credit Card Notification and Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Administrative Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than amounts not to exceed $25,000,000 in the aggregate which may be deposited into a Blocked Account all amounts on deposit in each such segregated DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) located in the ordinary course Province of business consistent with Quebec, Canada) which the past practice, or Lead Borrower designates in writing to the Administrative Agent as being the “uncontrolled cash account” (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations“Designated Account”)) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Domestic Concentration AccountsAccount”) or maintained by the Canadian Agent (the “Canadian Concentration Account”), of all cash receipts and collections, including, without limitation, the followingfrom: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or Proceeds on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) each Blocked Account (including all cash deposited therein from each DDA (other than the Designated Account); and (v) the cash proceeds of all credit card charges; (v) ; provided that Cash Receipts of the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Canadian Loan Parties shall pay be delivered only to a Blocked Account established by the reasonable and documented expenses of Canadian Borrower or as the Administrative Canadian Agent or such professionals for such audits and evaluationsmay otherwise direct. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap If, at any timetime during the continuance of a Cash Dominion Event, then any cash or cash equivalents owned by any Loan Party (other than (i) an amount of up to $25,000,000 that is on deposit in the Borrowers covenant and agree that Designated Account, which funds shall not be funded from, or when withdrawn from the Designated Account, shall not be replenished by, funds constituting proceeds of Collateral so long as such Cash Dominion Event continues, (ii) de minimus cash or cash equivalents inadvertently misapplied by the Loan Parties will establish one and (iii) payroll, trust and tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are deposited to any account, or more special operating accounts held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (“Buyor a DDA which is swept daily to a Blocked Account), any Co-Back Trigger Period Accounts”Collateral Agent (after consultation with the other Co-Collateral Agent) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13or the Canadian Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (f) During any BuyThe Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent or the Canadian Agent, as applicable, of appropriate Blocked Account Agreements (unless expressly waived by the Co-Back Trigger PeriodCollateral Agents or the Canadian Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Co-Collateral Agents and, each Ordinary if applicable, the Canadian Agent. The Loan Parties shall furnish the Co-Collateral Agents with prior written notice of their intention to open or close a Blocked Account and the Co-Collateral Agents shall promptly notify the Lead Borrower as to whether the Co-Collateral Agents shall require a Blocked Account Agreement shall require with the transfer Person with whom such account will be maintained. Unless consented to in writing by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collectionsthe Co-Collateral Agents and, including, without limitationif applicable, the following: (i) all available cash receipts from Canadian Agent, the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from Parties shall not enter into any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all agreements with credit card charges; (v) processors other than the then contents of each DDA (net of any minimum balanceones expressly contemplated herein unless, not contemporaneously therewith, a Credit Card Notification, is executed and delivered to exceed the Maximum DDA BalanceAdministrative Agent or the Canadian Agent, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)applicable. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans The Loan Parties may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as the Lead Borrower shall directotherwise permitted hereunder. (h) The Domestic Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent or the Canadian Agent, as applicable. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the such Concentration AccountAccounts, (ii) the funds on deposit in the such Concentration Account Accounts shall at all times continue to be collateral security for all of the Secured Obligations and the Other Liabilities, provided that funds in the Canadian Concentration Account shall be applied only to the Canadian Liabilities, and (iii) the funds on deposit in the each such Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent or the Canadian Agent, as applicable, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the applicable Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Co-Collateral Agents or the Canadian Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofapplicable. (i) Upon Any amounts received in the request Domestic Concentration Account or the Canadian Concentration Account at any time when all of the Obligations or the Canadian Liabilities, as applicable, and Other Liabilities then due have been and remain fully repaid shall be remitted to the operating account of the Domestic Borrowers or the Canadian Borrower maintained with the Administrative Agent or the Canadian Agent, respectively. (j) The Administrative Agent or the Loan Parties Canadian Agent, as applicable, shall cause bank statements and/or other reports promptly (but in any event within one (1) Business Day) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Cash Dominion Event. (k) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be delivered deemed to have been deposited to the applicable Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent or the Canadian Agent, as applicable, by 4:00 p.m. on that Business Day (except that, if the Obligations or Canadian Liabilities are being paid in full, by 2:00 p.m. on that Business Day); (ii) Funds paid to the Administrative Agent or the Canadian Agent, as applicable, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent or the Canadian Agent, as applicable, by 4:00 p.m. on that Business Day (except that, if the Obligations or Canadian Liabilities are being paid in full, by 2:00 p.m. on that Business Day); (iii) If a deposit to a Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. (or, accurately setting forth to the Canadian Agent, until after 2:00 p.m.) on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to a Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent or the Canadian Agent, as applicable, shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the applicable Loan Parties shall indemnify the Secured Parties against all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveout-of-pocket claims and losses resulting from such dishonor or return.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); ) to the Disclosure Letter, and (iiiii) unless previously delivered on or prior to the Closing Date, by the date set forth in Section 6.21, use commercially reasonable efforts to enter into a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements reasonably satisfactory in form and substance to the Agents Agent with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) [Reserved]. (c) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (x) twice per week during the calendar months of November and December and (y) weekly during all other calendar months (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (providednet of any minimum balance, that such covenant shall not apply to (i) minimum balances exceed $2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (cd) During any Cash Dominion Trigger Period, each Each Blocked Account Agreement shall require, upon notice from Agent which notice shall be delivered only after the occurrence and Securities Account Control Agreement shall require during the transfer by continuance of a Cash Dominion Event, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) (net of any minimum balance, not to one of exceed $2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) to the concentration accounts designated account maintained by the Administrative Agent at ▇▇▇▇▇ Fargo (collectively, the “Concentration AccountsAccount”), of all cash receipts and collectionscollections received by each Loan Party from all sources, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents entire ledger balance of each DDA Blocked Account (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA Blocked Account by the depository institution at which such DDA is maintainedBlocked Account Bank); and (vi) the proceeds of all credit card charges. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (he) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied to the Obligations as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections, such proceeds receipts and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (if) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver On or prior to the date 90 days (which amount of time may be extended by the Administrative Agent:Agent in its sole discretion) after the Closing Date (or, in the case of Cortz, Inc., the Amendment No. 1 Effective Date): (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K M which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a5.24(b); and (ivii) on or prior to the Closing Dateenter into a blocked account agreement (each, fully executed a “Blocked Account Agreements or Securities Account Control Agreements satisfactory Agreement”), in form and substance reasonably satisfactory to the Agents Administrative Agent, with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties Each Credit Card Notification shall transfer by require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) of all proceeds therefrom to a Blocked Account. Each Blocked Account Agreement shall require, after notice from the Administrative Agent to a Blocked Account all amounts on deposit in each Bank of the occurrence of a Cash Dominion Event (and until the Administrative Agent notifies such DDA (provided, Blocked Account Bank that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger PeriodEvent has terminated), each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America, N.A. (collectively, the “Concentration AccountsAccount”), of all cash receipts and collectionscollections of the Loan Parties, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateralassets; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account the then contents of any sale or other transaction or event, including, without limitation, any Prepayment Eventeach DDA; (iv) the then entire ledger balance of each Blocked Account; and (v) the net proceeds of all credit card charges;. (vc) During the continuance of a Cash Dominion Event, the Loan Parties shall provide the Administrative Agent with an accounting of the contents of the Blocked Accounts and the Concentration Account, which shall identify, to the satisfaction of the Administrative Agent, the proceeds from the Term Loan Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the then contents of each DDA the Blocked Accounts, and (net y) such accounting, the Administrative Agent agrees to promptly remit to the agent under the Term Facility the proceeds of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA Term Loan Priority Collateral received by the depository institution at which such DDA is maintained)Administrative Agent. (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be first, applied ratably to the L/C Borrowings and the Swing Line Loans, second, applied ratably to the outstanding Revolving Credit Loans, and, third, if an Event of Default shall have occurred and be continuing, used to Cash Collateralize the remaining L/C Obligations and fourth, (to the extent any amount is remaining) used in the operations of the Loan Parties; provided, that after an acceleration of the Obligations such proceeds shall be applied as provided in this AgreementSection 8.03. In the event that, notwithstanding the provisions of this Section 6.136.17, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During . (e) The Borrowers shall not be required to enter into Blocked Account Agreements or other control agreements in respect of any DDA that does not at any time have an average daily balance for any 30 day period in excess of $250,000; provided that the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided aggregate average daily balance for any 30 day period in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right all DDAs of the Borrowers that are excluded pursuant to Committed Loans in accordance with the terms hereofthis clause (e) shall not exceed $2,500,000 at any time. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Immediately upon the occurrence of a Cash Dominion Event, the Loan Parties, upon the request of any Co-Collateral Agent, shall deliver to the Administrative AgentCo-Collateral Agents a schedule of all DDAs, that to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which Schedule includes, with respect to each depository, (i) the name and address of such depository, (ii) the account number(s) maintained with such depository, and (iii) a contact person at such depository. (b) [Reserved.] (c) Each Loan Party has or shall have: (i) on or prior delivered to the Closing DateAdministrative Agent and the Canadian Agent, copies of notifications (eachas applicable, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K I which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) processors. Except as otherwise amended or supplemented by the Lead Borrower in writing to the Administrative Agent on or prior to the Closing Effective Date, Schedule 2.18(b) to the Existing Credit Agreement sets forth all credit card processing agreements as of the First Amendment Effective Date; (ii) entered into a fully executed blocked account agreement (each, a “Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (ivAgreement”) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance reasonably satisfactory to the Co-Collateral Agents or the Canadian Agent, as applicable, with each Blocked Account Bank designated on Schedule 5.21(aany bank with which such Loan Party maintains deposit account(s) and applicable securities intermediary designated on Schedule 5.21(a) into which the DDA’s are swept (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Except as otherwise amended or supplemented by the Lead Borrower in writing to the Administrative Agent on or prior to the Effective Date, Schedule 2.18(c)(ii) to the Existing Credit Agreement sets forth all Blocked Accounts as of the First Amendment Effective Date. (d) Each DDA Notification and Credit Card Notification and Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Administrative Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than amounts not to exceed $25,000,000 in the aggregate which may be deposited into a Blocked Account all amounts on deposit in each such segregated DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) located in the ordinary course Province of business consistent with Quebec, Canada) which the past practice, or Lead Borrower designates in writing to the Administrative Agent as being the “uncontrolled cash account” (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations“Designated Account”)) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Domestic Concentration AccountsAccount”) or maintained by the Canadian Agent (the “Canadian Concentration Account”), of all cash receipts and collections, including, without limitation, the followingfrom: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or Proceeds on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) each Blocked Account (including all cash deposited therein from each DDA (other than the Designated Account); and (v) the cash proceeds of all credit card charges; (v) ; provided that Cash Receipts of the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Canadian Loan Parties shall pay be delivered only to a Blocked Account established by the reasonable and documented expenses of Canadian Borrower or as the Administrative Canadian Agent or such professionals for such audits and evaluationsmay otherwise direct. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap If, at any timetime during the continuance of a Cash Dominion Event, then any cash or cash equivalents owned by any Loan Party (other than (i) an amount of up to $25,000,000 that is on deposit in the Borrowers covenant and agree that Designated Account, which funds shall not be funded from, or when withdrawn from the Designated Account, shall not be replenished by, funds constituting proceeds of Collateral so long as such Cash Dominion Event continues, (ii) de minimus cash or cash equivalents inadvertently misapplied by the Loan Parties will establish one and (iii) payroll, trust and tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are deposited to any account, or more special operating accounts held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (“Buyor a DDA which is swept daily to a Blocked Account), any Co-Back Trigger Period Accounts”Collateral Agent (after consultation with the other Co-Collateral Agent) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13or the Canadian Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (f) During any BuyThe Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent or the Canadian Agent, as applicable, of appropriate Blocked Account Agreements (unless expressly waived by the Co-Back Trigger PeriodCollateral Agents or the Canadian Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Co-Collateral Agents and, each Ordinary if applicable, the Canadian Agent. The Loan Parties shall furnish the Co-Collateral Agents with prior written notice of their intention to open or close a Blocked Account and the Co-Collateral Agents shall promptly notify the Lead Borrower as to whether the Co-Collateral Agents shall require a Blocked Account Agreement shall require with the transfer Person with whom such account will be maintained. Unless consented to in writing by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collectionsthe Co-Collateral Agents and, including, without limitationif applicable, the following: (i) all available cash receipts from Canadian Agent, the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from Parties shall not enter into any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all agreements with credit card charges; (v) processors other than the then contents of each DDA (net of any minimum balanceones expressly contemplated herein unless, not contemporaneously therewith, a Credit Card Notification, is executed and delivered to exceed the Maximum DDA BalanceAdministrative Agent or the Canadian Agent, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)applicable. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans The Loan Parties may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as the Lead Borrower shall directotherwise permitted hereunder. (h) The Domestic Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent or the Canadian Agent, as applicable. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the such Concentration AccountAccounts, (ii) the funds on deposit in the such Concentration Account Accounts shall at all times continue to be collateral security for all of the Secured Obligations and the Other Liabilities, provided that funds in the Canadian Concentration Account shall be applied only to the Canadian Liabilities, and (iii) the funds on deposit in the each such Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent or the Canadian Agent, as applicable, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the applicable Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Co-Collateral Agents or the Canadian Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofapplicable. (i) Upon Any amounts received in the request Domestic Concentration Account or the Canadian Concentration Account at any time when all of the Obligations or the Canadian Liabilities, as applicable, and Other Liabilities then due have been and remain fully repaid shall be remitted to the operating account of the Domestic Borrowers or the Canadian Borrower maintained with the Administrative Agent or the Canadian Agent, respectively. (j) The Administrative Agent or the Loan Parties Canadian Agent, as applicable, shall cause bank statements and/or other reports promptly (but in any event within one (1) Business Day) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Cash Dominion Event. (k) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be delivered deemed to have been deposited to the applicable Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent or the Canadian Agent, as applicable, by 4:00 p.m. on that Business Day (except that, if the Obligations or Canadian Liabilities are being paid in full, by 2:00 p.m. on that Business Day); (ii) Funds paid to the Administrative Agent or the Canadian Agent, as applicable, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent or the Canadian Agent, as applicable, by 4:00 p.m. on that Business Day (except that, if the Obligations or Canadian Liabilities are being paid in full, by 2:00 p.m. on that Business Day); (iii) If a deposit to a Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. (or, accurately setting forth to the Canadian Agent, until after 2:00 p.m.) on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to a Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent or the Canadian Agent, as applicable, shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the applicable Loan Parties shall indemnify the Secured Parties against all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveout-of-pocket claims and losses resulting from such dishonor or return.

Cash Management. (a) Deliver Within ninety (90) days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall, to the extent reasonably required by the Administrative Agent: (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K F which have been executed on behalf of such Loan Party with respect the Borrower and addressed to such Loan Partythe Borrower’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to in the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a)Information Certificate; and (ivii) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Agreement with each Blocked Account Bank designated on Schedule 5.21(awith respect to each DDA (other than a DDA constituting an Excluded DDA) and applicable securities intermediary designated on Schedule 5.21(a) maintained with such Blocked Account Bank (collectively, and together with any such DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security AgreementAgreements, collectively, the “Blocked Accounts”). Such Blocked Account Agreement(s) may be entered into with Administrative Agent, ▇▇▇▇▇ Fargo Bank, National Association, any Lender, and/or another financial institution reasonably acceptable to the Agents. If any Loan Party is unable to obtain a Blocked Account Agreement as required herein, at the Collateral Agent’s option, such Loan Party shall be required to transfer to and maintain such account with the Collateral Agent or at another Blocked Account Bank. (b) So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct the manner of disposition of funds in the DDAs and Blocked Accounts. Each DDA Notification and Credit Card Notification shall require the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in the Loan Account or a Cash Dominion Event then is continuing) of all available cash receipts (the “Cash Receipts”) therein to a Blocked Account, and the Loan Parties shall cause the ACH or wire transfer of funds on deposit in DDAs (other than Excluded DDAs) to a Blocked Account (provided, that so long as no Cash Dominion Event is then continuing, the Loan Parties may transfer such funds in accordance with its customary practices in the ordinary course of business, such customary practices to include, without limitation, the amount of funds to be retained in each DDA and not so transferred) (it being understood that, with respect to any transfers described in this sentence occurring during the period commencing on the Effective Date and ending on the date that is ninety (90) days following the Effective Date, the requirement shall be deemed to have been met if such transfers are made to any account that becomes a Blocked Account during such period in accordance with SECTION 2.18(a)(ii)). Any amounts held in the Bank of America Concentration Account (i) at any time when no Cash Dominion Event then exists and is continuing, or (ii) following Payment in Full, shall be remitted to a Blocked Account of the Borrower as specified by the Administrative Agent until Borrower. (c) Each Blocked Account Agreement (other than such agreement entered into with respect to the Bank of America Concentration Account) shall require, after the occurrence and during the continuance of a Cash Dominion Trigger Event (and delivery of notice thereof from the Administrative Agent), and to the extent that any Obligations (other than any contingent indemnification Obligations for which no claim has then been asserted) are then outstanding, the ACH or wire transfer on each Business Day (or such other frequency as the Administrative Agent may agree) (and whether or not there is then an outstanding balance in the Loan Account) of all available Cash Receipts to the Bank of America Concentration Account from: (A) the sale of Inventory; (B) all proceeds of collections of Accounts (including without limitation, proceeds of credit card charges); (C) all Net Proceeds on account of any Prepayment Event. ; and (D) the then contents of each Blocked Account (other than the Bank of America Concentration Account), provided that up to $3,500 may be maintained in overnight balances in any Blocked Account (other than the Bank of America Concentration Account). (d) After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Loan Parties shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents consisting of proceeds of Collateral (other than Trust Funds that have been deposited in a Trust Fund DDA in accordance with clause (h) below, except to the extent any excess proceeds are required to be deposited in the Bank of America Concentration Account pursuant to such clause (h)) owned by any Loan Party are deposited to any account, or held or invested in any manner, other than in a Blocked Account (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account, provided that up to $500,000 in the aggregate as to all DDAs may be maintained in overnight balances in such DDAs. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject, in the case of a Blocked Account, to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent (it being understood and agreed that, with respect to any Blocked Account (x) acquired in connection with a Permitted Acquisition or an Investment permitted under clauses (p) and/or (q) of the definition of “Permitted Investment”, or (y) opened after the Effective Date, the Loan Parties shall deliver to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent), duly executed by the applicable Loan Parties and Blocked Account Banks, within sixty (60) days (or such later date as the Administrative Agent may (andagree in its sole discretion) following the date of such Permitted Acquisition, at such Investment or opening of such Blocked Account, as applicable). No Loan Party shall enter into any agreements with credit card processors other than the request of the Required Lendersones expressly contemplated herein unless contemporaneously therewith, shall) deliver each such DDA Notification and a Credit Card Notification is executed and delivered to the applicable depository institution and credit card processorCollateral Agent. (bf) The Loan Parties shall transfer by ACH Borrower may also maintain one or wire transfer no less frequently than daily more disbursement accounts (and whether or not there are then any outstanding Secured Obligationsthe “Disbursement Accounts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA used by the depository institution at which such DDA is maintained, Borrower for disbursements and payments (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheldincluding payroll) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights otherwise permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)hereunder. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or At all times after the occurrence and during the continuance of an Event a Cash Dominion Event, the Bank of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The America Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree that (i) agrees that, after the occurrence and during the continuance of a Cash Dominion Event, no Loan Parties have no Party has any right of withdrawal from the Bank of America Concentration Account. The Blocked Account Agreement governing the Bank of America Concentration Account shall require, after the occurrence and during the continuance of a Cash Dominion Event and to the extent that any Obligations (iiother than any contingent indemnification Obligations for which no claim has then been asserted) are then outstanding, the transfer on each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of all available amounts to the Administrative Agent for application to the Obligations as provided in this Agreement. All funds on deposit in the Bank of America Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, any Loan Party receives or otherwise has dominion and control of any such proceeds or collectionscollections after the occurrence and during the continuance of a Cash Dominion Event, then except as otherwise provided under clause (d) above with respect to maintenance of up to $500,000 in the aggregate in overnight balances, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Bank of America Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. (h) Notwithstanding anything to the contrary contained in this Section 2.18, the Borrower may establish segregated DDAs into which Trust Funds may be deposited in the ordinary course of business and in accordance with the Borrower’s past practices (each such DDA, a “Trust Fund DDA”). During The Trust Funds so deposited shall not be swept to the continuation Bank of America Concentration Account or applied to the Obligations but rather will be available for the specific purposes required for such Trust Funds. Any amounts in the DDAs shall continue to constitute Collateral and, after the occurrence and during the continuance of a Cash Dominion Trigger Event, the amounts such excess proceeds shall be deposited into the Bank of America Concentration Account shall or dealt with in such other fashion as such Loan Party may be applied to instructed by the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofCollateral Agent. (i) Upon The following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be deemed to have been deposited to the request Bank of America Concentration Account on the Business Day on which deposited, provided that notice of such deposit is available to the Collateral Agent by 2:00 p.m. on that Business Day; (ii) Funds paid to the Administrative Agent other than by deposit to the Bank of America Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Administrative Agent by 2:00 p.m. on that Business Day; (iii) If notice of a deposit to the Bank of America Concentration Account or payment is not available to the Administrative Agent until after 2:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) On each Business Day, the Administrative Agent shall apply the then collected balance of the Bank of America Concentration Account (net of monthly fees charged, and of such impressed balances as may be required by Bank of America) in accordance with this SECTION 2.18; and (v) If any item deposited to the Bank of America Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent, Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Loan Parties shall cause bank statements and/or other reports to be delivered to indemnify the Administrative Agent not less often than monthly, accurately setting forth Credit Parties against all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveclaims and losses resulting from such dishonor or return.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Effective Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a);: (iiA) on or prior deliver to the Closing Date, Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K E which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); in the Perfection Certificate (iii) on or prior to collectively, the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a“Credit Card Processors”); and (ivB) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements Agreement reasonably satisfactory in form and substance to the Co-Collateral Agents with each Blocked Account Bank designated covering the deposit accounts set forth on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a6.01(m)(i)(B) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may ; and (and, at the request of the Required Lenders, shallC) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution Agent copies of notifications (each, a “Third Party Payor Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and credit card processoraddressed to such of each Loan Party’s Third Party Payors relating to Eligible Pharmacy Receivables listed in the Perfection Certificate as any Co-Collateral Agent shall reasonably request. (bii) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (or with respect to DDAs that have historically not been swept daily (and other DDAs with the consent of the Co-Collateral Agents, not to be unreasonably withheld), periodically, consistent with past practices) (and whether or not there are then any outstanding Secured ObligationsObligations and whether or not a Cash Dominion Event then exists) to a Blocked Account all amounts on deposit in each DDA of such DDA (providedLoan Party, other than DDAs that are Excluded Accounts; provided that such covenant shall not apply to (i) any minimum balances balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, maintained or (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, DDAs with the consent of the Co-Collateral AgentAgents, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, practices). The Loan Parties shall ACH or (iii) any amounts held in Excluded Accounts) and wire transfer daily to a Blocked Account all payments due from credit card processorsprocessors and other proceeds of any of the Collateral. All funds in each DDA and Blocked Account (other than Excluded Accounts) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agent, Co-Collateral Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA or Blocked Account. (ciii) During any Each Credit Card Notification and Third Party Payor Notification shall be held by the Agent until the occurrence of a Cash Dominion Trigger PeriodEvent. After the occurrence and during the continuance of a Cash Dominion Event, each the Agent may deliver such Credit Card Notifications and Third Party Payor Notifications to the applicable Credit Card Processors and Third Party Payors. (iv) Each Blocked Account Agreement shall require, after the occurrence and Securities Account Control Agreement shall require during the transfer by continuance of a Cash Dominion Event, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”)Agent’s Account, of all cash receipts and collectionscollections held in each applicable Blocked Account (net of any minimum balance, not to exceed $25,000 (or such greater amount with the consent of the Co-Collateral Agents, not to be unreasonably withheld), as may be required to be kept in the subject Blocked Account by the Blocked Account Bank), including, without limitation, the following: (iA) all available cash receipts from the sale of Inventory and other Collateral; (iiB) all proceeds of collections of AccountsPharmacy Receivables and Credit Card Accounts Receivable; (iiiC) all proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of any Collateral; and (D) all Net Proceeds, and all other cash payments received Proceeds from any equity issuance by a any Loan Party from any Person or from any source or on account its Subsidiaries. The Borrowers shall be deemed to have complied with the provisions of any sale or other transaction or event, including, without limitation, any Prepayment Event; this clause (iv) if they cause the proceeds ACH or wire transfer daily of all credit card charges;funds which an Authorized Representative of the Borrowers in good faith believes to be the amount deposited in the Blocked Accounts in excess of $25,000 (or such greater amount as permitted above in this clause (iv)). (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Agent’s Account shall at all times be under the sole dominion and control of the Co-Collateral AgentAgents. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Agent’s Account, (ii) the funds on deposit in the Concentration Agent’s Account shall at all times be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Agent’s Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.136.01(m), during the continuance of a Cash Dominion Event, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative AgentCo-Collateral Agents, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative AgentCo-Collateral Agents. During the continuation continuance of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Agent’s Account shall be applied to the prepayment of the Obligations then outstanding; provided, provided that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower Borrowers shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) other than as the result of the definition thereof occurrence of an Event of Default) shall not, in and of itself, impair the right of the Borrowers to Committed Loans Revolving Advances in accordance with the terms hereof. (ivi) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Annexed hereto as Schedule 4.16, as the same may be modified from time to time by notice to the Administrative Agent: , is a schedule of all DDAs and Concentration Accounts that are maintained by the Qualified Loan Parties, which schedule includes, with respect to each depository (i) on or prior the name and address of such depository; (ii) the account number(s) (and account name(s) of such bank account(s)) maintained with such depository; and (iii) a contact person at such depository. (b) Except as otherwise agreed by the Administrative Agent, each Qualified Loan Party shall (i) deliver to the Closing DateAdministrative Agent (A) notifications executed on behalf of each such Qualified Loan Party to each depository institution with which any DDA (other than Excluded Accounts) is maintained, copies in form reasonably satisfactory to the Administrative Agent of notifications the Administrative Agent’s interest in such DDA and (B) Credit Card Notifications executed on behalf of each such Qualified Loan Party and delivered to each Credit Card Issuer and Credit Card Processor, in form reasonably satisfactory to the Administrative Agent, (ii) instruct each depository institution for a DDA (other than Excluded Accounts, and subject to Subsection 4.16(g)) that the amount in excess of the Target Amount and available at the close of each Business Day in such DDA should be swept to one of the Qualified Loan Parties’ Concentration Accounts no less frequently than on a daily basis, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent, (iii) enter into a blocked account agreement (each, a “DDA NotificationBlocked Account Agreement”) substantially ), in form reasonably satisfactory to the form attached hereto as Exhibit J Administrative Agent, with the Administrative Agent or the Collateral Agent and any bank with which have been executed on behalf of such Qualified Loan Party with respect to maintains a Concentration Account into which the DDAs (other than Excluded Accounts) are swept (each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (eachsuch account, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses Blocked Account” and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”), covering each such Concentration Account maintained with such bank and (iv) (A) instruct all Account Debtors of such Qualified Loan Party that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Qualified Loan Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable DDA or Concentration Account or (B) cause the checks of any such Account Debtors to be deposited in the applicable DDA or Concentration Account within two Business Days after such check is received by such Qualified Loan Party. All amounts received by the Parent Borrower or any of its Domestic Subsidiaries that is a Loan Party in respect of any Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than (i) any such amount to be deposited in Excluded Accounts or (ii) cash excluded from the Collateral pursuant to any Security Document) be deposited into a DDA (other than an Excluded Account) or Concentration Account. Each DDA Notification and Credit Card Notification Qualified Loan Party agrees that it will not cause proceeds of such DDAs (other than Excluded Accounts) to be otherwise redirected. (c) Each Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily once per Business Day (unless the Commitments have been terminated and whether the monetary obligations then due and owing hereunder and under the other Loan Documents have been paid in full and all Letters of Credit have either been terminated or not there are expired (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent)), of all available cash balances and cash receipts, including the then any outstanding Secured Obligations) to a contents or then entire available ledger balance of each Blocked Account all amounts on deposit in each net of such DDA minimum balance (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept exceed $2,000,000 per account or $5,000,000 in the subject DDA aggregate), if any, required by the depository institution bank at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) is maintained to one of the concentration accounts designated an account maintained by the Administrative Agent at Citibank, N.A. (collectively, or another bank of recognized standing reasonably selected by the Administrative Agent with the reasonable consent of the Borrower Representative) (the “Core Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all . Each Qualified Loan Party agrees that it will not cause proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required Blocked Account to be kept in the subject DDA by the depository institution at which such DDA is maintained)otherwise redirected. (d) During All collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any Buy-Back Standstill Period such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable): (1) first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent or the Collateral Agent under any of the Loan Documents and to repay or prepay outstanding Revolving Credit Loans advanced by the Administrative Agent; (2) second, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Lender under any of the Loan Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (3) third, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Loan Documents; (4) fourth, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether or not then due and payable); (5) fifth, to pay (on a ratable basis) all outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to pay (on a ratable basis) all other outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under any of the other Loan Documents. This Subsection 4.16(d) may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable, in accordance with respect Subsection 11.1(d). (e) If, at any time after the occurrence and during the continuance of a Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Qualified Loan Party (other than (i) de minimis cash, Cash Equivalents and/or Temporary Cash Investments from time to time inadvertently misapplied by any Qualified Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing(ii) cash, Cash Equivalents or Temporary Cash Investments deposited or to be deposited in an Excluded Account in accordance with this Subsection 4.16, (iiii) no Ordinary cash, Cash Equivalents or Temporary Cash Investments that are (or are in any bank account that is) excluded from the Collateral pursuant to any Security Document, including Excluded Assets and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Asset Sales Proceeds Account (as defined in the ABL/Term Loan Intercreditor Agreement, if any) are deposited to any bank account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement shall require any transfer of any cash receipts (or collections, and (ii) each Loan Party covenants and agrees a DDA which is swept daily to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10Account), the Administrative Agent shall be entitled to require the applicable Qualified Loan Party to close such bank account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits that were previously made or required to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or be made to such professionals for such audits and evaluations. (e) If the Borrowers fail bank account to maintain Availability of at least thirteen and be made to a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Blocked Account. (f) During The Qualified Loan Parties respectively may close DDAs or Concentration Accounts and/or open new DDAs or new Concentration Accounts, subject to, in the case of any Buy-Back Trigger Periodnew Concentration Account, each Ordinary (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement shall require consistent with the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) provisions of this Subsection 4.16 with respect to a each such new Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; or (ii) all proceeds other arrangements reasonably satisfactory to the Administrative Agent; provided that as part of collections the Compliance Certificate to be delivered concurrently with the delivery of Accounts; (iiifinancial statements and reports referred to in Subsections 7.1(a) all Net Proceeds, and all other cash payments received by 7.1(b) the Borrower Representative will provide a Loan Party from any Person or from any source or on account list to the Administrative Agent of any sale newly opened or other transaction acquired DDAs or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) Concentration Accounts during the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)preceding Fiscal Quarter. (g) During any Buy-Back Trigger PeriodIn the event that a Qualified Loan Party acquires new demand deposit accounts or new concentration accounts in connection with an acquisition, Borrowings the Borrower Representative will procure that such Qualified Loan Party shall within 120 days of Committed Loans the date of such acquisition (or such longer period as may be deposited in Buy-Back Trigger Period Accounts and agreed by the amounts on Administrative Agent) cause such new demand deposit in such Buy-Back Trigger Period Accounts may only be applied accounts or new concentration accounts so acquired to fund Permitted Buy-Back Programs or, upon the expiration of comply with the applicable Permitted Buy-Back Programs requirements of Subsection 4.16(b) (including, with respect to any new Concentration Account, by entering into a Blocked Account Agreement) or shall enter into other arrangements consistent with the occurrence provisions of an Event of Default, this Subsection 4.16 and otherwise reasonably satisfactory to the prepayment of the Obligations then outstanding under and in accordance Administrative Agent with the Credit Agreement; provided, respect to any new Concentration Account or DDA that, except as otherwise provided in Section 8.03either case, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred is to become a deposit account of the Loan Parties as the Lead Borrower shall directBlocked Account. (h) The Core Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Borrower Representative, on behalf of each Qualified Loan Parties Party, hereby acknowledge acknowledges and agree that agrees that, except to the extent otherwise provided in the Guarantee and Collateral Agreement, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, (ix) the such Qualified Loan Parties have Party has no right of withdrawal from the Core Concentration Account, (iiy) the funds on deposit in the Core Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations of the Qualified Loan Parties hereunder and under the other Loan Documents, and (iiiz) the funds on deposit in the Core Concentration Account shall be applied as provided in this AgreementAgreement and the ABL/Term Loan Intercreditor Agreement (and any other applicable intercreditor agreement). In the event that, notwithstanding the provisions of this Section 6.13Subsection 4.16, any Qualified Loan Party receives or otherwise has dominion and control of any such proceeds or collectionscollections required to be transferred to the Core Concentration Account pursuant to Subsection 4.16(c), such proceeds and collections shall be held in trust by such Qualified Loan Party for the Administrative Agent, shall not be commingled with any of such Qualified Loan Party’s other funds or deposited in any bank account of such Qualified Loan Party (other than any bank account by which such Qualified Loan Party received or acquired dominion or control over such proceeds and shall, not later than the Business Day after receipt thereof, collections or with any funds in such bank account) and shall promptly be deposited into the Core Concentration Account or dealt with in such other fashion as such Qualified Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon So long as no Dominion Event has occurred and is continuing, the request Qualified Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (j) Any amounts held or received in the Core Concentration Account (including all interest and other earnings with respect hereto, if any) at any time (x) when all of the Administrative Agentmonetary obligations due and owing hereunder and under the other Loan Documents have been satisfied or (y) all Dominion Events have been cured or waived, shall (subject in the case of clause (x) to the provisions of the applicable intercreditor agreement), be remitted to the operating bank account of the applicable Qualified Loan Party. (k) Notwithstanding anything herein to the contrary, the Loan Parties shall cause bank statements and/or other reports be deemed to be delivered in compliance with the requirements set forth in this Subsection 4.16 during the initial 90 day period commencing on the Closing Date to the extent that the arrangements described above are established and effective not later than the date that is 90 days following the Closing Date or such later date as the Administrative Agent not less often than monthlyAgent, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveits sole discretion, may agree.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in Effective Date or such later date as the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a);Co-Collateral Agents may agree: (iiA) on or prior deliver to the Closing Date, Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K E which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); in the Perfection Certificate (iii) on or prior to collectively, the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a“Credit Card Processors”); and (ivB) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements Agreement reasonably satisfactory in form and substance to the Co-Collateral Agents with each Blocked Account Bank designated covering the deposit accounts set forth on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a6.01(m)(i)(B) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may ; and (and, at the request of the Required Lenders, shallC) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution Agent copies of notifications (each, a “Third Party Payor Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of such Loan Party and credit card processoraddressed to such of each Loan Party’s Third Party Payors relating to Eligible Pharmacy Receivables listed in the Perfection Certificate as any Co-Collateral Agent shall reasonably request. (bii) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (or with respect to DDAs that have historically not been swept daily (and other DDAs with the consent of the Co-Collateral Agents, not to be unreasonably withheld), periodically, consistent with past practices) (and whether or not there are then any outstanding Secured ObligationsObligations and whether or not a Cash Dominion Event then exists) to a Blocked Account all amounts on deposit in each DDA of such DDA (providedLoan Party, other than DDAs that are Excluded Accounts; provided that such covenant shall not apply to (i) any minimum balances balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, maintained or (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, DDAs with the consent of the Co-Collateral AgentAgents, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, practices). The Loan Parties shall ACH or (iii) any amounts held in Excluded Accounts) and wire transfer daily to a Blocked Account all payments due from credit card processorsprocessors and other proceeds of any of the Collateral. All funds in each DDA and Blocked Account (other than Excluded Accounts) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agent, Co-Collateral Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA or Blocked Account. (ciii) During any Each Credit Card Notification and Third Party Payor Notification shall be held by the Agent until the occurrence of a Cash Dominion Trigger PeriodEvent. After the occurrence and during the continuance of a Cash Dominion Event, each the Agent may deliver such Credit Card Notifications and Third Party Payor Notifications to the applicable Credit Card Processors and Third Party Payors. (iv) Each Blocked Account Agreement shall require, after the occurrence and Securities Account Control Agreement shall require during the transfer by continuance of a Cash Dominion Event, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”)Agent’s Account, of all cash receipts and collectionscollections held in each applicable Blocked Account (net of any minimum balance, not to exceed $25,000 (or such greater amount with the consent of the Co-Collateral Agents, not to be unreasonably withheld), as may be required to be kept in the subject Blocked Account by the Blocked Account Bank), including, without limitation, the following: (iA) all available cash receipts from the sale of Inventory and other Collateral; (iiB) all proceeds of collections of AccountsPharmacy Receivables and Credit Card Accounts Receivable; (iiiC) all proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of any Collateral; and (D) all Net Proceeds, and all other cash payments received Proceeds from any equity issuance by a any Loan Party from any Person or from any source or on account its Subsidiaries. The Borrowers shall be deemed to have complied with the provisions of any sale or other transaction or event, including, without limitation, any Prepayment Event; this clause (iv) if they cause the proceeds ACH or wire transfer daily of all credit card charges;funds which an Authorized Representative of the Borrowers in good faith believes to be the amount deposited in the Blocked Accounts in excess of $25,000 (or such greater amount as permitted above in this clause (iv)). (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Agent’s Account shall at all times be under the sole dominion and control of the Co-Collateral AgentAgents. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Agent’s Account, (ii) the funds on deposit in the Concentration Agent’s Account shall at all times be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Agent’s Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.136.01(m), during the continuance of a Cash Dominion Event, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative AgentCo-Collateral Agents, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative AgentCo-Collateral Agents. During the continuation continuance of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Agent’s Account shall be applied to the prepayment of the Obligations then outstanding; provided, provided that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower Borrowers shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) other than as the result of the definition thereof occurrence of an Event of Default) shall not, in and of itself, impair the right of the Borrowers to Committed Loans Revolving Advances in accordance with the terms hereof. (ivi) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (vii) If the results of the initial commercial finance examination with respect to the Loan Parties’ cash management (including without limitation the frequency of transfers from non-concentration DDAs to Blocked Accounts and the amount of funds retained by the Loan Parties in accounts other than Blocked Accounts in the ordinary course) after the Effective Date are not reasonably acceptable to the Co-Collateral Agents in their Permitted Discretion with respect to the matters described in this Section 6.01(m), the Co-Collateral Agents and the Borrowers shall agree in good faith to make such modifications to the provisions of this Section as the Co-Collateral Agents may reasonably deem necessary in order to protect their interests in the Collateral (including the proceeds thereof).

Cash Management. (a) Deliver to The Loan Parties shall, within 90 days after the Administrative Agent: (i) on or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party Effective Date with respect to each depository institution listed any DDA maintained on Schedule 5.21(a); (ii) on or prior to the Closing Effective Date, copies of notifications within 90 days after the Second Restatement Effective Date (each, a “Credit Card Notification”or such longer period as the Administrative Agent may reasonably agree) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to any DDA maintained by any C&J Loan Party on such Loan Party’s credit card clearinghouses date, and processors listed on Schedule 5.21(b); (iii) on within 90 days after the opening or prior to acquisition of any new DDA or such longer period as the Closing DateAdministrative Agent may reasonably agree, enter into a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements reasonably satisfactory in form and substance to the Agents with respect to each DDA maintained with any Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification ; provided that Blocked Accounts shall not include (i) deposit accounts specifically and Credit Card Notification shall be held exclusively used for payroll, payroll taxes and employee wage, health and other benefit payments to or for the benefit of any Loan Party’s employees, (ii) any zero balance account, (iii) accounts solely used for cash deposits pursuant to the definition of Permitted Encumbrances, (iv) any escrow account, trust and customer deposit account, (v) accounts solely used to deposit proceeds of the Designated Senior Indebtedness (including Permitted Refinancings thereof) Priority Collateral, and (vi) accounts not exceeding $2,000,000 in the aggregate for all such accounts. (b) Subject to clause (a) above, instruct all customers to deposit all cash proceeds from sales of Inventory or Frac Iron or performance of services in every form into a Blocked Account and to the extent not so deposited directly by the Administrative customers, deposit such amounts into a Blocked Account promptly, but in no event less frequently than once every three (3) Business Days. (c) Each Blocked Account Agreement shall require that, after the Blocked Account Bank’s receipt of written notice from the Collateral Agent until the occurrence of a Cash Dominion Trigger Event. After given after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at Blocked Account Bank shall effectuate the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily each Business Day (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts concentration account maintained by the Loan Parties Collateral Agent at Bank of America (the “Collection Account”) of all funds in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)Account. (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Collection Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Collection Account, (ii) the funds on deposit in the Concentration Collection Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Collection Account shall be applied as provided in this Agreementpursuant to Section 8.03 on a daily basis after the occurrence and during the continuation of a Dominion Trigger Event. In the event that, notwithstanding the provisions of this Section 6.136.12, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (ie) Upon the request of the Administrative AgentAgent after the occurrence and during the continuance of a Dominion Trigger Event, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (f) To the extent the Loan Parties elect to include any Eligible Cash in the Borrowing Base, the Loan Parties shall, subject to the proviso in the last sentence herein, at all times, maintain one or more Special Cash Collateral Accounts (but in no event more than two Special Cash Collateral Accounts) in an amount not less than the amounts specified as Eligible Cash in the most recently delivered Borrowing Base Certificate. All amounts on deposit from time to time in the Special Cash Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations. Any income received with respect to amounts from time to time on deposit in the Special Cash Collateral Account, including any interest, shall be deposited in the Collection Account. The Administrative Agent shall at all times have control and complete dominion over the Special Cash Collateral Account and all amounts on deposit therein, provided, however, that the Loan Parties may, upon not less than three (3) Business Days prior written notice to the Administrative Agent, from time to time withdraw funds from such Special Cash Collateral Account, if (i) no Default or Event of Default shall have occurred and be continuing on the date of such withdrawal both before and after giving effect to such withdrawal and (ii) after giving effect to such withdrawal, the Total Outstandings shall not exceed the Loan Cap (after giving effect to such withdrawal).

Cash Management. (a) Deliver The Loan Parties party to the Existing Albertson’s ABL Credit Agreement have, and the Loan Parties that become party hereto on the Restatement Effective Date shall within 90 days after the Restatement Effective Date or such longer period as the Administrative AgentAgent may reasonably agree: (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors Credit Card Processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a5.20(b); and (ivii) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements Agreement reasonably satisfactory in form and substance to the Agents with respect to each DDA maintained with any Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”); provided that Blocked Accounts shall not include (i) deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees, (ii) any zero balance account, (iii) any Store Account maintained at a bank at which the Loan Parties maintain fewer than 25 Store Accounts, (iv) accounts solely used for cash deposits subject to Permitted Encumbrances, and (v) any deposit account or lockbox specifically and exclusively for the receipt by the Loan Parties of Medicare Accounts or Medicaid Accounts, provided that such deposit accounts are under the control of a Loan Party and such Loan Party has directed payments from those accounts to the Blocked Accounts. (b) Deposit all cash proceeds from sales of Inventory in every form, including, without limitation, cash and checks from each Store (other than Medicare Accounts and Medicaid Accounts) into the Store Account of such Loan Party used solely for such purpose in accordance with the then current practices of such Loan Party, but in any event no less frequently than once every three (3) Business Days; provided that each Store may retain in such Store funds of up to an average of $50,000 immediately after each deposit of funds from such Store into the applicable Store Account. Each DDA Notification All collected funds on deposit in the Store Accounts (including Store Accounts described in clause (iv) of Section 6.12(a)(ii)) shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Loan Party’s arrangements with the bank at which such Store Accounts are maintained (which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts, shall not in the aggregate exceed $150,000,000 (provided that such amount shall be permanently reduced each time a retail store of any Loan Party is closed or sold by $50,000 and increased by $50,000 each time a store is opened or acquired pursuant to any Permitted Acquisition) at any one time, except to the extent from time to time additional amounts may be held in Stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts) and except as the Administrative Agent may otherwise agree. (c) On or prior to the Restatement Effective Date, establish and maintain a separate lockbox and deposit account into which the Loan Parties shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor in accordance with the applicable Medicare and Medicaid regulations to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts. Such separate lockboxes and deposit accounts shall only be used for purposes of receiving payments in respect of Medicare Accounts and Medicaid Accounts and shall be under the sole control of the applicable Loan Party; provided, that (i) the Loan Parties shall authorize, direct and instruct the depository banks at which such separate lockboxes and deposit accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such deposit accounts amounts on deposit in such accounts on a daily basis to one of the Blocked Accounts, which instructions by Loan Parties to such banks may only be changed after not less than three (3) Business Days’ prior written notice to such banks and the Administrative Agent and (ii) any change in such instructions without the prior written consent of the Administrative Agent shall be an Event of Default hereunder. (d) Subject to exceptions for Stores and Store Accounts in clause (b) and Medicare Accounts and Medicaid Accounts in clause (c) above, ACH or wire transfer no less frequently than once every Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all proceeds of Accounts or other Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Notification Processors and all other proceeds of Collateral. (e) Each Blocked Account Agreement shall be held by require that, after the Administrative Blocked Account Bank’s receipt of written notice from the Collateral Agent until the occurrence of a Cash Dominion Trigger Event. After given after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at Blocked Account Bank shall effectuate the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts concentration account maintained by the Loan Parties Collateral Agent at Bank of America (the “Collection Account”) of all funds in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Account. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Collection Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Collection Account, (ii) the funds on deposit in the Concentration Collection Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Collection Account shall be applied as provided in this Agreementpursuant to Section 8.03 on a daily basis after the occurrence and during the continuation of a Dominion Trigger Event. In the event that, notwithstanding the provisions of this Section 6.136.12, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (ig) Upon the request of the Administrative AgentAgent after the occurrence and during the continuance of a Dominion Trigger Event, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Annexed hereto as Schedule 2.18(a) is a list describing, as of the Closing Date, all arrangements to which any Loan Party is a party with respect to the Administrative Agent:payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (ib) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such each Loan Party shall: (i) deliver to the Agents a schedule of all DDAs that, to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each depository institution listed on Schedule 5.21(a)(A) the name and address of such depository; (B) the account number(s) maintained with such depository; and (C) a contact person at such depository; (ii) on or prior deliver to the Closing Date, copies of Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a2.18(a); and (iviii) on or prior to the Closing Dateenter into a blocked account agreement (each, fully executed a “Blocked Account Agreements or Securities Account Control Agreements Agreement”), reasonably satisfactory in form and substance to the Agents Agents, with any Blocked Account Bank with respect to each Blocked Account Bank designated existing as of the Closing Date listed on Schedule 5.21(a2.18(b) and applicable securities intermediary designated on Schedule 5.21(a) attached hereto (collectivelyeach a “Blocked Account”); provided that to the extent the Loan Parties shall have used commercially reasonable efforts to procure any such schedule of DDAs (or any portion thereof), and together with any DDAs Credit Card Notification or Securities Accounts subject to a Blocked Account Agreement and yet are unable to provide such agreements on or Securities Account Control Agreement pursuant prior to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held Closing Date (as determined by the Administrative Agent in its reasonable discretion), the Loan Parties shall have until sixty (60) days after the occurrence Closing Date to obtain such schedule of a Cash Dominion Trigger Event. After DDAs (or any portion thereof), Credit Card Notification or Blocked Account Agreement, which period may be extended by the occurrence Administrative Agent acting in its reasonable discretion. (c) Each Credit Card Notification and Blocked Account Agreement shall require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Collateral Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at JPMorgan Chase Bank (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the followingfrom: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or Proceeds on account of any sale or Prepayment Event (other transaction or eventthan, includinguntil the Term Loan Financing Facility is repaid in full, without limitation, any a Prepayment EventEvent arising in connection with the Term Priority Collateral); (iv) each Blocked Account (including all cash deposited therein from each DDA); and (v) the cash proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During If, at any Buy-Back Standstill Period time during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by any Loan Party (other than (i) any ▇▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $3,000,000 or exceed $25,000 with respect to any Loan Partyone account (or in each case, so long as no Buy-Back Trigger Period has occurred and is continuingsuch greater amounts to which the Administrative Agent may agree), (iii) no Ordinary any payroll, trust and tax withholding accounts funded in the ordinary course of business or required by Applicable Law and (iii) any Disbursement Account) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account subject to a Blocked Account Agreement), or if at any time a Blocked Account shall require any transfer of any cash receipts or collectionscease to be subject to a Blocked Account Agreement, and (ii) each the applicable Loan Party covenants shall promptly furnish the Collateral Agent with written notice thereof and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that the Collateral Agent may require such Loan Party reasonably deems to be necessary close such account and have any such funds transferred to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Storea Blocked Account which is subject to a Blocked Account Agreement. In addition to inspection rights permitted under Section 6.10the foregoing, during the Administrative Agent shall have the rightcontinuance of a Cash Dominion Event, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable and documented expenses satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees to promptly remit to the agent under the Term Loan Financing Facility the proceeds of the Term Priority Collateral received by the Administrative Agent or such professionals for such audits and evaluationsAgent. (e) If The Loan Parties may close DDAs or Blocked Accounts, maintain existing DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the Borrowers fail execution and delivery to maintain Availability the Collateral Agent of at least thirteen appropriate Blocked Account Agreements with respect to each Blocked Account (except with respect to (i) any ▇▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $3,000,000 or exceed $25,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent may agree), (ii) any payroll, trust, and tax withholding accounts funded in the ordinary course of business or required by Applicable Law and (iii) unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent. The Loan Parties shall furnish the Collateral Agent with prior written notice of its intention to open or close a half percent (13.5%) of Blocked Account and the Aggregate Loan Cap at any timeCollateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. Unless consented to in writing by the Collateral Agent, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded shall not enter into any agreements with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13credit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Collateral Agent. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement The Loan Parties may also maintain one or more disbursement accounts which shall require be used by the transfer by ACH or wire transfer no less frequently than daily Loan Parties solely for disbursements and payments (and whether or not there are then any outstanding Secured Obligationsincluding payroll) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintainedordinary course of business or as otherwise permitted hereunder (any account so used, a “Disbursement Account”). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Each Borrower hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, during the continuation of a Cash Dominion Event, any Loan Party Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party Borrower for the Administrative Collateral Agent, shall not be commingled with any of such Loan PartyBorrower’s other funds or deposited in any account of such Loan Party Borrower and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party Borrower may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the . (h) Any amounts deposited into remaining in the Concentration Account shall be applied to the prepayment at any time when all of the Obligations (other than contingent obligations) then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will due have been and remain fully repaid shall be released and transferred remitted to a deposit the operating account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance maintained with the terms hereofAdministrative Agent. (i) Upon The Collateral Agent shall promptly (but in any event within two (2) Business Days) furnish written notice to each Person with whom a Blocked Account is maintained when a Cash Dominion Event is no longer continuing for purposes of this Agreement. (j) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be deemed to have been deposited to the request of Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 3:00 p.m., on that Business Day); (ii) Funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 4:00 p.m., on that Business Day); (iii) If a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Loan Parties shall cause bank statements and/or other reports to indemnify the Secured Parties against all reasonable documented out-of-pocket claims and losses resulting from such dishonor or return; and (v) All amounts received under this SECTION 2.18 shall be delivered to applied in the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as manner set forth abovein SECTION 7.03.

Cash Management. (a) Deliver With respect to each US Loan Party’s DDAs (other than Excluded Accounts), within 120 days (or such later date as the Administrative Agent: (iAgent may agree in its reasonable discretion) on or prior to of the Closing Date or, if opened following the Closing Date, copies within the later of notifications (x) 120 days of the Closing Date or (y) 30 days of the opening of such DDA (or such later date as the Administrative Agent may agree in its reasonable discretion) or, if acquired or assumed through a Permitted Acquisition after the Closing Date, within 120 days (or such later date as the Administrative Agent may agree in its reasonable discretion), of the date any Person that owns such DDA becomes a US Loan Party hereunder, (i) each US Loan Party shall ensure that all payments received from any Account Debtor with respect to Accounts shall be deposited into DDAs, or into Excluded Accounts, (ii) each US Loan Party shall instruct (a “US DDA Instruction”) each bank or other depository institution that maintains a DDA (other than an Excluded Account) to cause all amounts on deposit and available at the close of each Business Day in such DDA (net of any required minimum balance) to be swept to a concentration deposit account maintained by any US Loan Party (each, a “DDA NotificationUS Concentration Account”) substantially in and (iii) each US Loan Party shall obtain from each bank or other depository institution that maintains a US Concentration Account a Deposit Account Control Agreement that provides for such bank or other depository institution, following its receipt of a Cash Dominion Notice (it being understood that the form attached hereto as Exhibit J which have been executed on behalf Administrative Agent shall reasonably promptly deliver a copy of such Cash Dominion Notice to the Lead Borrower), to transfer to the US Dominion Account, on a daily basis, all balances in such US Concentration Account for application, subject to clause (c) below, to the Loan Party Document Obligations then outstanding in accordance with Section 7.03 (the “US Sweep”); provided, that, following the termination of the Cash Dominion Period, the Administrative Agent shall promptly instruct such bank or other depository institution to terminate the US Sweep. From and after the dates required as set forth above, the US Borrowers shall ensure that the foregoing provisions of clauses (a)(i), (a)(ii) and (a)(iii) are satisfied in all material respects at all times. (b) With respect to each depository institution listed on Schedule 5.21(aGerman Borrower’s DDAs (other than Excluded Accounts); , within 120 days (iior such later date as the Administrative Agent may agree in its reasonable discretion) on or prior to of the Closing Date or, if opened following the Closing Date, copies within the later of notifications (x) 120 days of the Closing Date or (y) 30 days of the opening of such DDA (or such later date as the Administrative Agent may agree in its reasonable discretion) or, if acquired or assumed through a Permitted Acquisition after the Closing Date, within 120 days (or such later date as the Administrative Agent may agree in its reasonable discretion), of the date any Person that owns such DDA becomes a German Borrower hereunder, (i) each German Borrower shall ensure that all payments received from any Account Debtor with respect to Accounts shall be deposited into DDAs, or into Excluded Accounts, (ii) each German Borrower shall instruct (a “German DDA Instruction”) each bank or other depository institution that maintains a DDA (other than an Excluded Account) to cause all amounts on deposit and available at the close of each Business Day in such DDA (net of any required minimum balance) to be swept to a concentration deposit account maintained by any German Borrower (each, a “Credit Card NotificationGerman Concentration Account”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on each German Borrower shall obtain from each bank or prior to the Closing Date, other depository institution that maintains a fully executed Blocked Account Agreement with respect to the German Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Deposit Account Control Agreement pursuant to Section 3.2(b) of the Security Agreementthat provides for such bank or other depository institution, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence following its receipt of a Cash Dominion Trigger Event. After Notice (it being understood that the occurrence and during the continuance Administrative Agent shall reasonably promptly deliver a copy of a such Cash Dominion Trigger EventNotice to the Lead Borrower), to transfer to the German Dominion Account, on a daily basis, all balances in such German Concentration Account for application, subject to clause (c) below, to the Loan Document Obligations then outstanding in accordance with Section 7.03 (the “German Sweep”); provided, that, following the termination of the Cash Dominion Period, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each shall promptly instruct such DDA Notification and Credit Card Notification to the applicable bank or other depository institution to terminate the German Sweep. From and credit card processor. after the dates required as set forth above, the German Borrowers shall ensure that the foregoing provisions of clauses (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintainedb)(i), (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accountsb)(ii) and (b)(iii) are satisfied in all payments due from credit card processorsmaterial respects at all times. (c) During any Cash Dominion Trigger PeriodFor the avoidance of doubt, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale so long as no Event of Inventory Default has occurred and other Collateral; is continuing and (ii) all proceeds of collections of Accounts; (iii) all Net Proceedsno Cash Dominion Period is then in effect, the Loan Parties will have full and complete access to, and all other cash payments received by a Loan Party from any Person or from any source or on account may direct the manner of any sale or other transaction or eventdisposition of, including, without limitation, any Prepayment Event; (iv) funds in the proceeds of all credit card charges; (v) US Concentration Accounts and the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA BalanceGerman Concentration Accounts, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)applicable. (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement The Dominion Accounts shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the Concentration AccountDominion Accounts, (ii) the funds on deposit in the Concentration Account Dominion Accounts shall at all times continue to be collateral security for all of the applicable Secured Obligations and (iii) the funds on deposit in the Concentration Account Dominion Accounts shall be applied as provided in this Agreement and, to the extent such funds constitute Collateral, the Intercreditor Agreement. Without limiting the obligations set forth in clause (a) above, each Loan Party agrees that it will not, at any time prior to the Termination Date, revoke any US DDA Instruction or German DDA Instruction except to the extent in connection with the closure of a DDA (or such DDA becoming an Excluded Account) while a Cash Dominion Period is not in effect. (e) In the event that, notwithstanding the provisions that for a period of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the five consecutive Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. Days (i) Upon the request Dollar Equivalent of the Administrative Agentnet positive balance of the Cash Pooling Accounts is greater than $20,000,000 and (ii) Specified Availability is less than 15.0% of the Line Cap, the Borrowers shall either (A) use commercially reasonable efforts to promptly transfer cash of Loan Parties shall cause bank statements and/or other reports on deposit in Cash Pooling Accounts into accounts that are not Excluded Accounts such that the Dollar Equivalent of the net positive balance of the Cash Pooling Accounts is less than or equal to be delivered $20,000,000 or (B) increase Specified Availability such that Specified Availability is equal to or greater than 15.0% of the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveLine Cap.

Cash Management. Borrower Deposit Account Control Agreement (a“DACA”) Deliver • Borrower will open a “Waterfall Account” (“WA”) and a “Multi-Purpose Account” (“MPA”), which shall each be subject to a DACA and under the control of the Lenders for the purpose of perfecting a security interest therein. • All of Borrower’s subsidiaries will direct distributions into the MPA • With respect to the Administrative Agent: net proceeds of individual asset sales actually received by the Borrower, amounts below $5 million will be deposited into the MPA, and amounts equal to and greater than $5 million will be deposited into the WA whereby. In each case, the Borrower will have the option to exercise the Asset Sale Proceeds Sharing mechanism • Cash will be run through the WA quarterly. The Borrower shall cause enough funds on deposit in the MPA to be run through the WA to pay the items listed in clauses (i) on or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; through (v) below. • Waterfall Account (WA) i. Administrative expenses of Borrower entity ii. All fees, costs, charges and expenses due to the then contents Lenders and Administrative Agent iii. To the Lenders, TL Interest iv. To the Lenders, TL Mandatory Amortization v. To the Lenders, to satisfy all Mandatory Prepayments and Turbo Amortization vi. To the Lenders, any Optional Prepayments vii. To SEC, Minimum Parent Distributions (unless an Event of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period Default has occurred and is continuing) viii. To SEC, Additional Parent Distributions (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of unless an Event of DefaultDefault has occurred and is continuing) [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to the prepayment Rule 406 of the Obligations then outstanding under and in accordance with the Credit Agreement; providedSecurities Act of 1933, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall directamended. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Annexed hereto as Schedule 2.18(a) is a list describing, as of the Closing Date, all arrangements to which any Loan Party is a party with respect to the Administrative Agent:payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (ib) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such each Loan Party shall: (i) deliver to the Agents a schedule of all DDAs that, to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each depository institution listed on Schedule 5.21(a)(A) the name and address of such depository; (B) the account number(s) maintained with such depository; and (C) a contact person at such depository; (ii) on or prior deliver to the Closing Date, copies of Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a2.18(a); and (iviii) on or prior to the Closing Dateenter into a blocked account agreement (each, fully executed a “Blocked Account Agreements or Securities Account Control Agreements Agreement”), reasonably satisfactory in form and substance to the Agents Agents, with any Blocked Account Bank with respect to each Blocked Account Bank designated existing as of the Closing Date listed on Schedule 5.21(a2.18(b) and applicable securities intermediary designated on Schedule 5.21(a) attached hereto (collectivelyeach a “Blocked Account”); provided that to the extent the Loan Parties shall have used commercially reasonable efforts to procure any such schedule of DDAs (or any portion thereof), and together with any DDAs Credit Card Notification or Securities Accounts subject to a Blocked Account Agreement and yet are unable to provide such agreements on or Securities Account Control Agreement pursuant prior to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held Closing Date (as determined by the Administrative Agent in its reasonable discretion), the Loan Parties shall have until sixty (60) days after the occurrence Closing Date to obtain such schedule of a Cash Dominion Trigger Event. After DDAs (or any portion thereof), Credit Card Notification or Blocked Account Agreement, which period may be extended by the occurrence Administrative Agent acting in its reasonable discretion. (c) Each Credit Card Notification and Blocked Account Agreement shall require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Collateral Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at JPMorgan Chase Bank (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the followingfrom: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or Proceeds on account of any sale or Prepayment Event (other transaction or eventthan, includinguntil the Term Loan Financing Facility is repaid in full, without limitation, any a Prepayment EventEvent arising in connection with the Term Priority Collateral); (iv) each Blocked Account (including all cash deposited therein from each DDA); and (v) the cash proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During If, at any Buy-Back Standstill Period time during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by any Loan Party (other than (i) any ▇▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $3,000,000 or exceed $25,000 with respect to any Loan Partyone account (or in each case, so long as no Buy-Back Trigger Period has occurred and is continuingsuch greater amounts to which the Administrative Agent may agree), (iii) no Ordinary any payroll, trust and tax withholding accounts funded in the ordinary course of business or required by Applicable Law and (iii) any Disbursement Account) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account subject to a Blocked Account Agreement), or if at any time a Blocked Account shall require any transfer of any cash receipts or collectionscease to be subject to a Blocked Account Agreement, and (ii) each the applicable Loan Party covenants shall promptly furnish the Collateral Agent with written notice thereof and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that the Collateral Agent may require such Loan Party reasonably deems to be necessary close such account and have any such funds transferred to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Storea Blocked Account which is subject to a Blocked Account Agreement. In addition to inspection rights permitted under Section 6.10the foregoing, during the Administrative Agent shall have the rightcontinuance of a Cash Dominion Event, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable and documented expenses satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees to promptly remit to the agent under the Term Loan Financing Facility the proceeds of the Term Priority Collateral received by the Administrative Agent or such professionals for such audits and evaluationsAgent. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the The Loan Parties will establish one may close DDAs or more special operating accounts (“Buy-Back Trigger Period Blocked Accounts”) that can only be funded with Borrowings , maintain existing DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Collateral Agent of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary appropriate Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily Agreements with respect to each Blocked Account (and whether or not there are then any outstanding Secured Obligations) except with respect to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available any ▇▇▇▇▇ cash receipts from accounts funded in the sale ordinary course of Inventory and other Collateral; business, the deposits in which shall not aggregate more than $3,000,000 or exceed $25,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent may agree), (ii) all proceeds any payroll, trust, and tax withholding accounts funded in the ordinary course of collections of Accounts; business or required by Applicable Law and (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA unless expressly waived by the depository institution at which such DDA is maintained). (gCollateral Agent) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance consistent with the Credit Agreement; provided, that, except as provisions of this SECTION 2.18 and otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred reasonably satisfactory to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge shall furnish the Collateral Agent with prior written notice of its intention to open or close a Blocked Account and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account Collateral Agent shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as promptly notify the Lead Borrower as to whether the Collateral Agent shall direct and the existence of require a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance Blocked Account Agreement with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.Person with whom such account will be

Cash Management. (a) Deliver Borrowers must maintain with a financial institution acceptable to the Administrative Agent: (i) on or prior to the Closing DateLender any deposit accounts required by Lender, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the including Cash Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts Accounts. Each deposit account must be subject to a Blocked Account Agreement or Securities Account lockbox agreement, a Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”)or other control that is satisfactory to Lender in its sole discretion. Each DDA Notification Borrowers must instruct (and Credit Card Notification shall these instructions must be held by the Administrative Agent until the occurrence of satisfactory to Lender in its discretion) all Account Debtors and other Persons obligated to any Loan Party to make, and Borrowers must ensure that all Account Debtors do make, all payments to a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processorConcentration Account. (b) The Loan Parties shall transfer by ACH All funds in a Cash Concentration Account are ▇▇▇▇▇▇’s exclusive property and are subject to ▇▇▇▇▇▇’s sole control. Borrowers do not have control over or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) interest in a Cash Concentration Account. All collections with respect to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained Collateral received by the Loan Parties in such DDAs Parties: (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld1) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall ▇▇▇▇▇▇ and as ▇▇▇▇▇▇’s fiduciary; (2) may not be commingled with any of the Loan Parties’ other funds or property and are held in trust for ▇▇▇▇▇▇ and as ▇▇▇▇▇▇’s fiduciary; and (3) must on the day received be deposited into a Cash Concentration Account. (c) Each Loan Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “full” cash dominion with respect to each deposit, securities, commodity or similar account maintained by such Person (other than (i) any payroll account, (ii) withholding Tax and fiduciary accounts, and (iii) zero balance accounts). Loan Parties shall not maintain cash on deposit in disbursement accounts in excess of the sum of (A) outstanding checks and wire transfers payable from such accounts plus (B) amounts necessary to meet minimum balance requirements. (d) To the extent any Person remits payments to an incorrect deposit account or otherwise makes payments not in accordance with the provisions of this Section 4.16 or an applicable Loan Party’s other funds or deposited in any account of payment direction, such Loan Party shall contact such Person and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in use its commercially reasonable efforts to redirect payment from such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans Person in accordance with the terms hereofhereof and if such redirection is not possible, such Loan Party shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all such collections into a Cash Concentration Account, as applicable. (ie) Upon Each Loan Party must pay to Lender on demand all fees and Expenses that Lender incurs in connection with (1) forwarding Advance proceeds and (2) establishing and maintaining the request of the Administrative Agent, accounts required under the Loan Parties shall cause bank statements and/or other reports Documents. Lender may (without making demand) charge all fees and Expenses any Loan Party is obligated to be delivered pay under the Loan Documents to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Loan Account as a Revolving Loan and add them to ensure the proper transfer of funds as set forth aboveObligations.

Cash Management. Cash not required by the Company to pay its daily --------------- disbursements or to pay when due the principal of and interest on, the Company's borrowings from AWCC other than Short-Term Loans will be used by AWCC first to reduce the outstanding principal balance of the Company's Short-Term Loans owing to AWCC and any excess will be deemed to be invested with AWCC and will earn a daily rate of interest that is equal to the interest income earned by AWCC on those funds. Upon the request of that Company, AWCC shall execute one or more promissory notes in favor of the Company, in form and substance substantially similar to the Promissory Note attached as Exhibit A to the Agreement as evidence of such investment. EXHIBIT A PROMISSORY NOTE FOR SHORT-TERM LOANS -------------------- $___________________ _______________, 2000 FOR VALUE RECEIVED, [NAME OF COMPANY], a _____________________ corporation (herein "Borrower") hereby promises to pay ON DEMAND to the order of American Water Capital Corp., a Delaware corporation ("Lender"), in same day funds at its offices at Voorhees, New Jersey or such other place as Lender may from time to time designate, the principal sum of __________________ dollars ($___________) (the "Maximum Principal Sum"), or such lesser amount as shall equal the aggregate unpaid principal amount of the loans made by Lender to Borrower (other than loans evidenced by a promissory note under which the principal amount is due and payable in one or more scheduled installments more than one year after the date of its issue), together with interest thereon from the date hereof until paid in full. Interest will be charged on the unpaid outstanding principal balance of this Note at a rate per annum equal to Lender's actual cost of funds to make such loan, such rate to change as Lender's actual cost of funds changes. Interest on borrowings shall be due and payable on the first business day of each month, commencing with the first business day of the month after the month in which this Note is executed. In the absence of manifest error, the records maintained by Lender of the amount and term, if any, of borrowings hereunder shall be deemed conclusive. Borrower may borrow, repay and reborrow hereunder in amounts which do not, in the aggregate outstanding at any time, exceed the Maximum Principal Sum. The occurrence of one or more of any of the following shall constitute an event of default hereunder: (a) Deliver Borrower shall fail to make any payment of principal and/or interest due hereunder or under any other promissory note between Lender and Borrower within five business days after the Administrative Agent: (i) on same shall become due and payable, whether at maturity or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a)by acceleration or otherwise; (iib) on Borrower shall apply for or prior consent to the Closing Dateappointment of a receiver, copies trustee or liquidator of notifications itself or any of its property, admit in writing its inability to pay its debts as they mature, make a general assignment for the benefit of creditors, be adjudicated a bankrupt or insolvent or file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or if action shall be taken by Borrower for the purposes of effecting any of the foregoing; or (eachc) Any order, judgment or decree shall be entered by any court of competent jurisdiction, approving a “Credit Card Notification”petition seeking reorganization of Borrower or all or a substantial part of the assets of Borrower, or appointing a receiver, trustee or liquidator of Borrower or any of its property, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) substantially days. Upon the occurrence of any event of default, the entire unpaid principal sum hereunder plus all interest accrued thereon plus all other sums due and payable to Lender hereunder shall, at the option of Lender, become due and payable immediately. In addition to the foregoing, upon the occurrence of any event of default, Lender may forthwith exercise singly, concurrently, successively or otherwise any and all rights and remedies available to Lender by law, equity, statute or otherwise. Borrower hereby waivers presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor in connection with any default in the form attached hereto as Exhibit K which have been executed on behalf payment of, or any enforcement of such Loan Party the payment of, all amounts due hereunder. To the extent permitted by law, Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. Following the occurrence of any event of default, Borrower will pay upon demand all costs and expenses (including all amounts paid to attorneys, accountants, and other advisors employed by Lender), incurred by Lender in the exercise of any of it rights, remedies or powers hereunder with respect to such Loan Party’s credit card clearinghouses event of default, and processors listed on Schedule 5.21(b); (iii) on or prior any amount thereof not paid promptly following demand therefor shall be added to the Closing Date, a fully executed Blocked Account Agreement principal sum hereunder and will bear interest at the contract rate set forth herein from the date of such demand until paid in full. In connection with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) as part of the Security Agreementforegoing, in the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by event that this Note is placed in the Administrative Agent until hands of an attorney for the occurrence collection of a Cash Dominion Trigger Event. After any sum payable hereunder, Borrower agrees to pay reasonable attorneys' fees for the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request collection of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balanceamount being claimed hereunder, as may be required to be kept in the subject DDA well as all costs, disbursements and allowances provided by the depository institution at which such DDA is maintained). (d) During law. If for any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish reason one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, Note or their application to any Loan Party receives entity or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections circumstances shall be held to be invalid, illegal or unenforceable in trust by any respect or to any extent, such Loan Party for the Administrative Agentprovisions shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not be commingled with affect any other provisions of such Loan Party’s other funds or deposited in any account of such Loan Party and shallthis Note, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account but this Note shall be applied construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Note inures to the prepayment benefit of Lender and binds Borrower and Lender's and Borrower's respective successors and assigns, and the words "Lender" and "Borrower" whenever occurring herein shall be deemed and construed to include such respective successors and assigns. This Promissory Note is one of the Obligations then outstanding; providedpromissory notes referred to in the Financial Services Agreement dated _______________________________, that except as otherwise provided in Section 8.03, upon payment in full 2000 between Borrower and Lender to which reference is made for a statement of such outstanding Obligations, any remaining amounts will be released additional rights and transferred to a deposit account obligations of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofparties hereto. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Annexed hereto as SCHEDULE 5.14(a) is a schedule of all DDAs that are maintained by the Loan Parties, which schedule shall include, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Annexed hereto as SCHEDULE 5.14(b) is a list describing all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (c) Annexed hereto as SCHEDULE 5.14(c) is a list describing all payors of the third party insurance provider accounts from which a Loan Party receives payments of Eligible Third Party Insurance Provider Account Receivables. (d) Within ninety (90) days after the Effective Date (or such longer time as the Administrative AgentAgent may, in its sole discretion, agree in writing), each Loan Party shall: (i) on or prior deliver to the Closing Date, copies of Administrative Agent notifications (each, a “DDA Notification”"CREDIT CARD NOTIFICATION") substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit EXHIBIT K which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s 's credit card clearinghouses and processors listed processors; (ii) deliver to the Administrative Agent notifications, (each, an "INSURANCE PROVIDER NOTIFICATION") substantially in the form attached as EXHIBIT L which have been executed on Schedule 5.21(b)behalf of such Loan Party and addressed to such Loan Party's payors of third party insurance providers accounts; (iii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect substantially in the form attached as EXHIBIT M (or in such other form reasonably acceptable to the Concentration Account designated Administrative Agent) with the banks with which such Borrower maintains accounts into which the DDAs are concentrated (collectively, the "BLOCKED ACCOUNTS") listed on Schedule 5.21(a)SCHEDULE 5.14(d)(iii) attached hereto; and (iv) deliver to the Administrative Agent a notification, (the "Coinstar Notification") substantially in the form attached as Exhibit N which has been executed on or behalf of the Loan Parties and addressed to Coinstar, Inc. 104 (e) At the request of the Administrative Agent (which request shall not be made prior to the Closing date that is forty-five (45) days after the Effective Date), fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance each Loan Party shall deliver to the Agents Administrative Agent notifications (each, a "DDA NOTIFICATION") substantially in the form attached as EXHIBIT O which have been executed on behalf of each Loan Party to each depository institution with each Blocked Account Bank designated on Schedule 5.21(awhich any DDA is maintained. (f) Each DDA Notification, Credit Card Notification, Insurance Provider Notification and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of and the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Coinstar Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Triggering Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by promptly and in any event within two Business Days, cause the ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the "CASH RECEIPTS") to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following"AGENT'S ACCOUNT") from: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Prepayment Event (provided that the prepayment obligations under this Section 5.14 shall be limited to Prepayment Events relating to Revolving Lender Priority Collateral until the Junior Secured Facilities are in full) or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA; (v) the then entire ledger balance of each Blocked Account; and (vi) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or Upon the occurrence of an Event of Defaulta Triggering Event, the Borrowers shall accurately report to the prepayment Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time after the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full occurrence of such outstanding Obligationsa Triggering Event, any remaining amounts will be released cash or cash equivalents owned by any Loan Party that constitutes Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Administrative Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a deposit account of the Loan Parties as the Lead Borrower shall directBlocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (h) The Concentration Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements consistent with the provisions of this Section Cash Management. and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Loan Parties shall not enter into any agreements with credit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Administrative Agent. 105 (i) The Borrowers may also maintain one or more disbursement accounts (the "DISBURSEMENT ACCOUNTS") to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Effective Date are those described in SCHEDULE 5.14(i). (j) The Agent's Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the Concentration Agent's Account, (ii) the funds on deposit in the Concentration Agent's Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Agent's Account shall be applied as provided in Section 2.11(m) or Section 7.03 of this Agreement, as applicable. In the event that, notwithstanding the provisions of this Section 6.135.14, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s 's other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Agent's Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During . (k) Any amounts received in the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Agent's Account shall be applied to the prepayment at any time when all of the Obligations then outstanding; providedhave been and remain fully repaid shall be remitted to the Borrowers, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released if and transferred to a deposit account of the Loan Parties as the Lead Borrower Company may request. (l) The following shall direct apply to deposits and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in payments under and of itself, impair the right of the Borrowers pursuant to Committed Loans in accordance with the terms hereof.this Agreement: (i) Upon Funds shall be deemed to have been deposited to the request Agent's Account on the Business Day on which deposited, provided that notice of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered such deposit is available to the Administrative Agent by 12:00 noon, Boston, Massachusetts time, on that Business Day; (ii) Funds paid to the Administrative Agent other than by deposit to the Agent's Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Administrative Agent by 12:00 noon, Boston, Massachusetts time, on that Business Day; (iii) If notice of a deposit to a Agent's Account or payment is not less often than monthlyavailable to the Administrative Agent until after 12:00 noon, accurately setting forth Boston, Massachusetts time, on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m., Boston, Massachusetts time, on the then next Business Day; (iv) If any item deposited to the Agent's Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrowers shall indemnify the Administrative Agent and the Lenders against all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveclaims and losses resulting from such dishonor or return.

Cash Management. (a) Deliver Within ninety (90) days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall, to the extent not delivered prior to the Effective Date and as reasonably required by the Administrative Agent: (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K F which have been executed on behalf of such Loan Party with respect the Borrower and addressed to such Loan Partythe Borrower’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to in the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a)Information Certificate; and (ivii) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Agreement with each Blocked Account Bank designated on Schedule 5.21(awith respect to each DDA (other than a DDA constituting an Excluded DDA) and applicable securities intermediary designated on Schedule 5.21(a) maintained with such Blocked Account Bank (collectively, and together with any such DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security AgreementAgreements, collectively, the “Blocked Accounts”). Such Blocked Account Agreement(s) may be entered into with Administrative Agent, ▇▇▇▇▇ Fargo Bank, National Association, any Lender, and/or another financial institution reasonably acceptable to the Agents. If any Loan Party is unable to obtain a Blocked Account Agreement as required herein, at the Collateral Agent’s option, such Loan Party shall be required to transfer to and maintain such account with the Collateral Agent or at another Blocked Account Bank. (b) So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct the manner of disposition of funds in the DDAs and Blocked Accounts. Each DDA Notification and Credit Card Notification shall require the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in the Loan Account or a Cash Dominion Event then is continuing) of all available cash receipts (the “Cash Receipts”) therein to a Blocked Account, and the Loan Parties shall cause the ACH or wire transfer of funds on deposit in DDAs (other than Excluded DDAs) to a Blocked Account (provided, that so long as no Cash Dominion Event is then continuing, the Loan Parties may transfer such funds in accordance with its customary practices in the ordinary course of business, such customary practices to include, without limitation, the amount of funds to be retained in each DDA and not so transferred) (it being understood that, with respect to any transfers described in this sentence occurring during the period commencing on the Effective Date and ending on the date that is ninety (90) days following the Effective Date, the requirement shall be deemed to have been met if such transfers are made to any account that becomes a Blocked Account during such period in accordance with SECTION 2.18(a)(ii)). Any amounts held in the Bank of America Concentration Account (i) at any time when no Cash Dominion Event then exists and is continuing, or (ii) following Payment in Full, shall be remitted to a Blocked Account of the Borrower as specified by the Administrative Agent until Borrower. (c) Each Blocked Account Agreement (other than such agreement entered into with respect to the Bank of America Concentration Account) shall require, after the occurrence and during the continuance of a Cash Dominion Trigger Event (and delivery of notice thereof from the Administrative Agent), and to the extent that any Obligations (other than any contingent indemnification Obligations for which no claim has then been asserted) are then outstanding, the ACH or wire transfer on each Business Day (or such other frequency as the Administrative Agent may agree) (and whether or not there is then an outstanding balance in the Loan Account) of all available Cash Receipts to the Bank of America Concentration Account from: (A) the sale of Inventory; (B) all proceeds of collections of Accounts (including without limitation, proceeds of credit card charges); (C) all Net Proceeds on account of any Prepayment Event. ; and (D) the then contents of each Blocked Account (other than the Bank of America Concentration Account), provided that up to $3,500 may be maintained in overnight balances in any Blocked Account (other than the Bank of America Concentration Account). (d) After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Loan Parties shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents consisting of proceeds of ABL Priority Collateral (other than Trust Funds that have been deposited in a Trust Fund DDA in accordance with clause (h) below, except to the extent any excess proceeds are required to be deposited in the Bank of America Concentration Account pursuant to such clause (h)) owned by any Loan Party are deposited to any account, or held or invested in any manner, other than in a Blocked Account (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account, provided that up to $500,000 in the aggregate as to all DDAs may be maintained in overnight balances in such DDAs. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject, in the case of a Blocked Account, to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent (it being understood and agreed that, with respect to any Blocked Account (x) acquired in connection with a Permitted Acquisition or an Investment permitted under clauses (p) and/or (q) of the definition of “Permitted Investment”, or (y) opened after the Effective Date, the Loan Parties shall deliver to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent), duly executed by the applicable Loan Parties and Blocked Account Banks, within sixty (60) days (or such later date as the Administrative Agent may (andagree in its sole discretion) following the date of such Permitted Acquisition, at such Investment or opening of such Blocked Account, as applicable). No Loan Party shall enter into any agreements with credit card processors other than the request of the Required Lendersones expressly contemplated herein unless contemporaneously therewith, shall) deliver each such DDA Notification and a Credit Card Notification is executed and delivered to the applicable depository institution and credit card processorCollateral Agent. (bf) The Loan Parties shall transfer by ACH Borrower may also maintain one or wire transfer no less frequently than daily more disbursement accounts (and whether or not there are then any outstanding Secured Obligationsthe “Disbursement Accounts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA used by the depository institution at which such DDA is maintained, Borrower for disbursements and payments (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheldincluding payroll) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights otherwise permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)hereunder. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or At all times after the occurrence and during the continuance of an Event a Cash Dominion Event, the Bank of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The America Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree that (i) agrees that, after the occurrence and during the continuance of a Cash Dominion Event, no Loan Parties have no Party has any right of withdrawal from the Bank of America Concentration Account, (ii) . The Blocked Account Agreement governing the funds on deposit in the Bank of America Concentration Account shall at all times be collateral security for all of require, after the Secured Obligations occurrence and (iii) during the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation continuance of a Cash Dominion Trigger EventEvent and to the extent that any Obligations (other than any contingent indemnification Obligations for which no claim has then been asserted) are then outstanding, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released transfer on each Business Day (and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent whether or not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.there

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, : (i) deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J G which have been executed on behalf of such Loan Party with respect and delivered to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K H which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b);; provided, that, Lead Borrower may amend Schedule 5.21(b) to add additional Credit Card Issuers and Credit Card Processors, so long as such amendment occurs by written notice delivered to Administrative Agent promptly after the date on which the applicable Loan Party enters into a new Credit Card Agreement after the Closing Date, accompanied by a copy of the Credit Card Notification delivered to each new Credit Card Issuer and/or Credit Card Processor which is identified in such amendment; and (iii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Administrative Agent with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification . (b) The Loan Parties shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After ACH or wire transfer no less frequently than weekly (or, upon the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (anddaily), at the request of the Required Lendersand whether or not there are then any outstanding Obligations, shall) deliver to a Blocked Account all amounts on deposit in each such DDA Notification and all payments due from Credit Card Processors and Credit Card Notification Issuers; provided, however, that the Loan Parties may leave up to the applicable depository institution and credit card processor$5,000 on deposit in each DDA. (bc) The Loan Parties Each Blocked Account Agreement shall transfer by ACH or wire require, after the occurrence and during the continuance of a Cash Dominion Event, that such bank transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at ▇▇▇▇▇ Fargo (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents entire ledger balance of each DDA Blocked Account (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA Blocked Account by the depository institution at which such DDA is maintainedBlocked Account Bank); and (vi) the proceeds of all credit card charges. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (hd) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. (e) All funds received in the Agent Payment Account shall be applied to the Obligations as provided in accordance with Section 8.03 of this Agreement and without regard to whether the Administrative Agent is exercising remedies provided for in Section 8.02 following the occurrence and during the continuance of an Event of Default. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (if) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (g) Without limiting the generality of Sections 6.13(a) through 6.13(f) above, upon the occurrence and during the continuance of a Cash Dominion Event (and not prior thereto), Administrative Agent shall have the right to direct (i) each depository institution listed on Schedule 5.21(a), (ii) each bank that is party to a Blocked Account Agreement (subject to the terms of such Blocked Account Agreement), and (iii) each Credit Card Processor and Credit Card Issuer which then acts as a credit card clearinghouse and/or processor for any Loan Party to, in each case, remit to the Concentration Account (or such other account as Administrative Agent may direct), all monies on deposit in the applicable bank accounts, no less frequently than daily, and all payments payable to a Loan Party by such Credit Card Processor or Credit Card Issuer, as and when payable to such Loan Party.

Cash Management. (a) Deliver Annexed hereto as Schedule 5.15(a) is a schedule of all DDAs that are maintained by the Loan Parties, which schedule shall include, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Annexed hereto as Schedule 5.15(b) is a list describing all arrangements to which any Loan Party is a party with respect to the Administrative Agentpayment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (c) Annexed hereto as Schedule 5.15(c) is a list describing all payors of the third party insurance provider accounts from which a Loan Party receives payments of Eligible Third Party Insurance Provider Account Receivables. (d) Within forty-five (45) days after the Effective Date, each Loan Party shall: (i) on or prior deliver to the Closing Date, copies of Administrative Agent notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “"Credit Card Notification”") substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s 's credit card clearinghouses and processors listed processors; (ii) deliver to the Administrative Agent notifications, (each, an "Insurance Provider Notification") substantially in the form attached as Exhibit L which have been executed on Schedule 5.21(b)behalf of such Loan Party and addressed to such Loan Party's payors of third party insurance providers accounts; (iii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect substantially in the form attached as Exhibit M (or in such other form reasonably acceptable to the Concentration Account designated Administrative Agent) with the banks with which such Borrower maintains accounts into which the DDAs are concentrated (collectively, the "Blocked Accounts") listed on Schedule 5.21(a)5.15(d)(iv) attached hereto; and (iv) deliver to the Administrative Agent a notification, (the "Coinstar Notification") substantially in the form attached as Exhibit N which has been executed on or behalf of the Loan Parties and addressed to Coinstar, Inc. (e) At the request of the Administrative Agent (which request shall not be made prior to the Closing date that is forty-five (45) days after the Effective Date), fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance each Loan Party shall deliver to the Agents Administrative Agent notifications (each, a "DDA Notification") substantially in the form attached as Exhibit O which have been executed on behalf of each Loan Party to each depository institution with each Blocked Account Bank designated on Schedule 5.21(awhich any DDA is maintained. (f) Each DDA Notification, Credit Card Notification, Insurance Provider Notification and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of and the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Coinstar Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Triggering Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the "Cash Receipts") to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following"Agent's Account") from: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Prepayment Event or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA; (v) the then entire ledger balance of each Blocked Account; and (vi) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or Upon the occurrence of an Event of Defaulta Triggering Event, the Borrowers shall accurately report to the prepayment Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time after the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full occurrence of such outstanding Obligationsa Triggering Event, any remaining amounts will be released cash or cash equivalents owned by any Loan Party that constitutes Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Administrative Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a deposit account of the Loan Parties as the Lead Borrower shall directBlocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (h) The Concentration Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements consistent with the provisions of this Section 5.15 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Loan Parties shall not enter into any agreements with credit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Administrative Agent. (i) The Borrowers may also maintain one or more disbursement accounts (the "Disbursement Accounts") to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 5.15(i). (j) The Agent's Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the Concentration Agent's Account, (ii) the funds on deposit in the Concentration Agent's Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Agent's Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.135.15, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s 's other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Agent's Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During . (k) Any amounts received in the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Agent's Account shall be applied to the prepayment at any time when all of the Obligations then outstanding; providedhave been and remain fully repaid shall be remitted to the Borrowers, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released if and transferred to a deposit account of the Loan Parties as the Lead Borrower Company may request. (l) The following shall direct apply to deposits and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in payments under and of itself, impair the right of the Borrowers pursuant to Committed Loans in accordance with the terms hereof.this Agreement: (i) Upon Funds shall be deemed to have been deposited to the request Agent's Account on the Business Day on which deposited, provided that notice of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered such deposit is available to the Administrative Agent by 12:00 noon, Boston, Massachusetts time, on that Business Day; (ii) Funds paid to the Administrative Agent other than by deposit to the Agent's Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Administrative Agent by 12:00 noon, Boston, Massachusetts time, on that Business Day; (iii) If notice of a deposit to a Agent's Account or payment is not less often than monthlyavailable to the Administrative Agent until after 12:00 noon, accurately setting forth Boston, Massachusetts time, on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m., Boston, Massachusetts time, on the then next Business Day; (iv) If any item deposited to the Agent's Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrowers shall indemnify the Administrative Agent and the Lenders against all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveclaims and losses resulting from such dishonor or return.

Cash Management. (a) Deliver to the Administrative Agent: (i) on or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver The Loan Parties party to the Existing Credit Agreement have, and any Loan Parties that become party hereto on or after the Fifth Restatement Effective Date shall within 90 days after the date such Loan Parties become party hereto or such longer period as the Administrative AgentAgent may reasonably agree: (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors Credit Card Processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a5.20(b); and (ivii) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements Agreement reasonably satisfactory in form and substance to the Agents Collateral Agent with respect to each DDA maintained with any Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”); provided that Blocked Accounts shall not include (i) deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees, (ii) any zero balance account, (iii) any Store Account maintained at a bank at which the Loan Parties maintain fewer than 25 Store Accounts, (iv) accounts solely used for cash deposits subject to Permitted Encumbrances, and (v) any deposit account or lockbox specifically and exclusively for the receipt by the Loan Parties of Medicare Accounts or Medicaid Accounts, provided that such deposit accounts are under the control of a Loan Party and such Loan Party has directed payments from those accounts to the Blocked Accounts. (b) Deposit all cash proceeds from sales of Inventory in every form, including, without limitation, cash and checks from each Store (other than Medicare Accounts and Medicaid Accounts) into the Store Account of such Loan Party used solely for such purpose in accordance with the then current practices of such Loan Party, but in any event no less frequently than once every three (3) Business Days; provided that each Store may retain in such Store funds of up to an average of $50,000 immediately after each deposit of funds from such Store into the applicable Store Account. Each DDA Notification All collected funds on deposit in the Store Accounts (including Store Accounts described in clause (iii) of Section 6.12(a)(ii)) shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Loan Party’s arrangements with the bank at which such Store Accounts are maintained (which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts, shall not in the aggregate exceed $200,000,000) (provided that such amount shall be permanently reduced each time a retail store of any Loan Party is closed or sold by $50,000 and increased by $50,000 each time a store is opened or acquired pursuant to any Permitted Acquisition) at any one time, except to the extent from time to time additional amounts may be held in Stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts) and except as the Administrative Agent may otherwise agree. (c) Establish and maintain a separate lockbox and deposit account into which the Loan Parties shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor in accordance with the applicable Medicare and Medicaid regulations to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts. Such separate lockboxes and deposit accounts shall only be used for purposes of receiving payments in respect of Medicare Accounts and Medicaid Accounts and shall be under the sole control of the applicable Loan Party; provided, that (i) the Loan Parties shall authorize, direct and instruct the depository banks at which such separate lockboxes and deposit accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such deposit accounts amounts on deposit in such accounts on a daily basis to one of the Blocked Accounts, which instructions by Loan Parties to such banks may only be changed after not less than three (3) Business Days’ prior written notice to such banks and the Administrative Agent and (ii) any change in such instructions without the prior written consent of the Administrative Agent shall be an Event of Default hereunder. (d) Subject to exceptions for Stores and Store Accounts in clause (b) and Medicare Accounts and Medicaid Accounts in clause (c) above, ACH or wire transfer no less frequently than once every Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all proceeds of Accounts or other Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Notification Processors and all other proceeds of Collateral. (e) Each Blocked Account Agreement shall be held by require that, after the Administrative Blocked Account Bank’s receipt of written notice from the Collateral Agent until the occurrence of a Cash Dominion Trigger Event. After given after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at Blocked Account Bank shall effectuate the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts concentration account maintained by the Loan Parties Collateral Agent at Bank of America (the “Collection Account”) of all funds in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Account. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Collection Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Collection Account, (ii) the funds on deposit in the Concentration Collection Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Collection Account shall be applied as provided in this Agreementpursuant to Section 8.03 on a daily basis after the occurrence and during the continuation of a Dominion Trigger Event. In the event that, notwithstanding the provisions of this Section 6.136.12, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (ig) Upon the request of the Administrative AgentAgent after the occurrence and during the continuance of a Dominion Trigger Event, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver On the date which is 30 days after the Closing Date (or such later date as the Agent may reasonably agree, such agreement not to be unreasonably withheld, delayed, conditioned or denied), the Loan Parties shall, at all times, maintain cash management arrangements and procedures reasonably satisfactory to Agent; provided that from and after the Closing Date, the Borrower and the other Loan Parties will maintain their primary concentration and collection accounts and their primary disbursement and operating accounts with the ABL Agent or its affiliates and maintain all (to the Administrative Agent:extent practicable to do so) depository accounts (including local store depository accounts, except for local store deposit accounts in locations where the ABL Agent and its Affiliates do not have branches) and other cash management relationships (including controlled disbursement accounts and ACH transactions) with the ABL Agent or its Affiliates. (ib) on On or prior to the Closing Date, copies each of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a);Parties shall: (iii) on or prior deliver to the Closing Date, Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K H which have been executed on behalf of such Loan Party with respect and delivered to each of such Loan Party’s credit card clearinghouses and processors Credit Card Processors which Credit Card Processors are listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a5.24(b); and (ivii) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements satisfactory Agreement in form and substance reasonably satisfactory to the Agents Agent with each bank at which one or more Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs Accounts or Securities Accounts subject to are maintained (each, a “Blocked Account Agreement Bank”) covering such Blocked Accounts and Securities Accounts; provided that, such Blocked Account Agreements may be put in place within sixty (60) days following the Closing Date (or Securities Account Control Agreement pursuant to Section 3.2(b) of such longer period as the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processoragree in its Permitted Discretion). (bc) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply subject to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each a Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one all of the concentration accounts designated by the Administrative Agent following (collectivelyother than, the “Concentration Accounts”)in each case, of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts amounts maintained in any Excluded DDA or proceeds from the sale of Inventory and other Collateral;in the Loan Parties’ retail stores on deposit in one or more Retail DDAs): (ii1) all proceeds of collections of Accounts; (iii2) all Net Proceedsnet proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, ; (3) all available cash receipts from the sale of Inventory (including without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges;) and other assets (whether or not constituting Collateral); and (v4) the then contents of each DDA (other than any Excluded DDA or Retail DDA) (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept $300,000 in the subject aggregate for all DDAs (other than any Excluded DDA by the depository institution or Retail DDA) at which such DDA is maintainedany time). (d) During The Loan Parties shall promptly (and, in any Buy-Back Standstill Period with respect to any Loan Partyevent, so long as no Buy-Back Trigger Period has occurred and is continuing, within two (i2) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (iiBusiness Days) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Blocked Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise subject to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of Blocked Account Agreement all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration each of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, Retail DDAs to the prepayment of extent that those amounts exceed: (i) $50,000 on deposit in any individual Retail DDA, or (ii) $3,000,000 on deposit in all Retail DDAs in the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall directaggregate. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (ie) Upon the reasonable request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (f) At least three (3) Business Days prior to the receipt of Net Cash Proceeds in connection with any Disposition of, or Recovery Event with respect to, any Term Priority Collateral, in each case to the extent the proceeds of such Disposition are required to be retained in the Term Loan Priority Account pursuant to Section 2.06(a) or (e), the Loan Parties shall have established the Term Loan Priority Account.

Cash Management. Within thirty (a30) Deliver days of the occurrence of Specified Default, or immediately upon the occurrence of any other Cash Dominion Event, the Borrowers, upon the request of any Agent, shall deliver to the Administrative Agent: (i) on or prior Agents a schedule of all DDAs, that to the Closing Dateknowledge of the Responsible Officers of the Loan Parties, copies of notifications (eachare maintained by the Loan Parties, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party Schedule includes, with respect to each depository institution listed on Schedule 5.21(a); (i) the name and address of such depository; (ii) on the account number(s) maintained with such depository; and (iii) a contact person at such depository. Annexed hereto as Schedule 2.18(b) is a list describing, as of the Effective Date (or such later date as agreed between the Lead Borrower and the Administrative Agent upon any update to such Schedule made in connection with the First Amendment or the Second Amendment), all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. On or prior to the Closing DateEffective Date (or such later date as agreed between the Lead Borrower and the Administrative Agent upon any updates to Schedules 2.18(b) or 2.18(c) made in connection with the First Amendment or the Second Amendment), copies of to the extent not previously delivered, each Loan Party shall: deliver to the Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b2.18(b); ; and enter into a blocked account agreement (iii) on or prior each, a “Blocked Account Agreement”), reasonably satisfactory to the Closing DateAgents, a fully executed with any Blocked Account Agreement Bank, including, without limitation, with respect to the Concentration Account designated deposit accounts listed on Schedule 5.21(a); and (iv2.18(c) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) attached hereto (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification and Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Collateral Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), from: the sale of Inventory and other Collateral (other than, until the Term Loan Financing Facility is repaid in full, Term Loan Priority Collateral) (whether or not constituting a Prepayment Event); all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); all Net Proceeds on account of any Prepayment Event (other than, until the Term Loan Financing Facility is repaid in full, a Prepayment Event arising in connection with the Term Loan Priority Collateral); each Blocked Account (including all cash deposited therein from each DDA; and DB1/ 98023701.7 the cash proceeds of all credit card charges. If, at any time during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by any Loan Party (other than p▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $3,000,000 or exceed $10,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent may agree), and payroll, trust and tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are then deposited to any outstanding Secured Obligations) account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all amounts on deposit in each such DDA (providedfunds therein transferred to a Blocked Account, that such covenant shall not apply and all future deposits made to (i) minimum balances as may be required a Blocked Account which is subject to be kept in a Blocked Account Agreement. In addition to the subject DDA by foregoing, during the depository institution at which such DDA is maintainedcontinuance of a Cash Dominion Event, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAsshall provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, with which shall identify, to the consent satisfaction of the Collateral Agent, the proceeds from the Term Loan Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees, to the extent required by the Intercreditor Agreement, to promptly remit to the agent under the Term Loan Financing Facility the proceeds of the Term Loan Priority Collateral received by the Administrative Agent. The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (except with respect to any payroll, trust and tax withholding accounts or unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent. The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Blocked Account and the Collateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. Unless consented to in writing by the Collateral Agent, the Borrowers shall not enter into any agreements with credit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Collateral Agent. The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be unreasonably withheldused by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business consistent with or as otherwise permitted hereunder. During the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any continuance of a Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectivelyEvent, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Each Borrower hereby acknowledge acknowledges and agree agrees that during the continuance of a Cash Dominion Event, (i) the Loan Parties have such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18,2.18, during the continuation of a Cash Dominion Event, any Loan Party Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and DB1/ 98023701.7 collections shall be held in trust by such Loan Party Borrower for the Administrative Collateral Agent, shall not be commingled with any of such Loan PartyBorrower’s other funds or deposited in any account of such Loan Party Borrower and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party Borrower may be instructed by the Collateral Agent. Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. During the continuation The Collateral Agent shall promptly (but in any event within one Business Day) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Cash Dominion Trigger Event, the amounts . The following shall apply to deposits and payments under and pursuant to this Agreement: Funds shall be deemed to have been deposited into to the Concentration Account shall be applied on the Business Day on which deposited, provided that such deposit is available to the prepayment of Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations then outstandingare being paid in full, by 2:00 p.m. on that Business Day); provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred Funds paid to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, other than by deposit to the Loan Parties Concentration Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations or are being paid in full, by 2:00 p.m. on that Business Day); If a deposit to the Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; All amounts deposited received under this SECTION 2.18 shall be applied in each Blocked Account to ensure the proper transfer of funds as manner set forth abovein SECTIONSection 2.17(f) and in the priority set forth in SECTION 7.03.Section 7.03.

Cash Management. (a) Deliver Annexed hereto as Schedule 4.16, as the same may be modified from time to time by notice to the Administrative Agent: , is a schedule of all DDAs and Concentration Accounts that are maintained by the Qualified Loan Parties, which schedule includes, with respect to each depository (i) on or prior the name and address of such depository; (ii) the account number(s) (and account name(s) of such bank account(s)) maintained with such depository; and (iii) a contact person at such depository. (b) Except as otherwise agreed by the Administrative Agent, each Qualified Loan Party shall (i) deliver to the Closing DateAdministrative Agent (A) notifications executed on behalf of each such Qualified Loan Party to each depository institution with which any DDA (other than Excluded Accounts) is maintained, copies in form reasonably satisfactory to the Administrative Agent of notifications the Administrative Agent’s interest in such DDA and (B) Credit Card Notifications executed on behalf of each such Qualified Loan Party and delivered to each Credit Card Issuer and Credit Card Processor, in form reasonably satisfactory to the Administrative Agent, (ii) instruct each depository institution for a DDA (other than Excluded Accounts, and subject to Subsection 4.16(g)) that the amount in excess of the Target Amount and available at the close of each Business Day in such DDA should be swept to one of the Qualified Loan Parties’ Concentration Accounts no less frequently than on a daily basis, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent, (iii) enter into a blocked account agreement (each, a “DDA NotificationBlocked Account Agreement”) substantially ), in form reasonably satisfactory to the form attached hereto as Exhibit J Administrative Agent, with the Administrative Agent or the Collateral Agent and any bank with which have been executed on behalf of such Qualified Loan Party with respect to maintains a Concentration Account into which the DDAs (other than Excluded Accounts) are swept (each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (eachsuch account, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses Blocked Account” and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”), covering each such Concentration Account maintained with such bank and (iv) (A) instruct all Account Debtors of such Qualified Loan Party that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Qualified Loan Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable DDA or Concentration Account or (B) cause the checks of any such Account Debtors to be deposited in the applicable DDA or Concentration Account within two Business Days after such check is received by such Qualified Loan Party. All amounts received by the Parent Borrower or any of its Domestic Subsidiaries that is a Loan Party in respect of any Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than (i) any such amount to be deposited in Excluded Accounts or (ii) cash excluded from the Collateral pursuant to any Security Document) be deposited into a DDA (other than an Excluded Account) or Concentration Account. Each DDA Notification and Credit Card Notification Qualified Loan Party agrees that it will not cause proceeds of such DDAs (other than Excluded Accounts) to be otherwise redirected. (c) Each Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily once per Business Day (unless the Commitments have been terminated and whether the monetary obligations then due and owing hereunder and under the other Loan Documents have been paid in full and all Letters of Credit have either been terminated or not there are expired (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent)), of all available cash balances and cash receipts, including the then any outstanding Secured Obligations) to a contents or then entire available ledger balance of each Blocked Account all amounts on deposit in each net of such DDA minimum balance (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept exceed $1,000,0002,000,000 per account or $3,000,0005,000,000 in the subject DDA aggregate), if any, required by the depository institution bank at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) is maintained to one of the concentration accounts designated an account maintained by the Administrative Agent at Citibank, N.A. (collectively, or another bank of recognized standing reasonably selected by the Administrative Agent with the reasonable consent of the Borrower Representative) (the “Core Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all . Each Qualified Loan Party agrees that it will not cause proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required Blocked Account to be kept in the subject DDA by the depository institution at which such DDA is maintained)otherwise redirected. (d) During All collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any Buy-Back Standstill Period such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable): (1) first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent or the Collateral Agent under any of the Loan Documents and to repay or prepay outstanding Revolving Credit Loans advanced by the Administrative Agent; (2) second, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Lender under any of the Loan Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (3) third, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Loan Documents; (4) fourth, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether or not then due and payable); (5) fifth, to pay (on a ratable basis) all outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to pay (on a ratable basis) all other outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under any of the other Loan Documents. This Subsection 4.16(d) may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable, in accordance with respect Subsection 11.1(d). (e) If, at any time after the occurrence and during the continuance of a Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Qualified Loan Party (other than (i) de minimis cash, Cash Equivalents and/or Temporary Cash Investments from time to time inadvertently misapplied by any Qualified Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing(ii) cash, Cash Equivalents or Temporary Cash Investments deposited or to be deposited in an Excluded Account in accordance with this Subsection 4.16, (iiii) no Ordinary cash, Cash Equivalents or Temporary Cash Investments that are (or are in any bank account that is) excluded from the Collateral pursuant to any Security Document, including Excluded Assets and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Asset Sales Proceeds Account (as defined in the ABL/Term Loan Intercreditor Agreement, if any) are deposited to any bank account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement shall require any transfer of any cash receipts (or collections, and (ii) each Loan Party covenants and agrees a DDA which is swept daily to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10Account), the Administrative Agent shall be entitled to require the applicable Qualified Loan Party to close such bank account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits that were previously made or required to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or be made to such professionals for such audits and evaluations. (e) If the Borrowers fail bank account to maintain Availability of at least thirteen and be made to a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Blocked Account. (f) During The Qualified Loan Parties respectively may close DDAs or Concentration Accounts and/or open new DDAs or new Concentration Accounts, subject to, in the case of any Buy-Back Trigger Periodnew Concentration Account, each Ordinary (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement shall require consistent with the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) provisions of this Subsection 4.16 with respect to a each such new Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; or (ii) all proceeds other arrangements reasonably satisfactory to the Administrative Agent; provided that as part of collections the Compliance Certificate to be delivered concurrently with the delivery of Accounts; (iiifinancial statements and reports referred to in Subsections 7.1(a) all Net Proceeds, and all other cash payments received by 7.1(b) the Borrower Representative will provide a Loan Party from any Person or from any source or on account list to the Administrative Agent of any sale newly opened or other transaction acquired DDAs or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) Concentration Accounts during the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)preceding Fiscal Quarter. (g) During any Buy-Back Trigger PeriodIn the event that a Qualified Loan Party acquires new demand deposit accounts or new concentration accounts in connection with an acquisition, Borrowings the Borrower Representative will procure that such Qualified Loan Party shall within 90120 days of Committed Loans the date of such acquisition (or such longer period as may be deposited in Buy-Back Trigger Period Accounts and agreed by the amounts on Administrative Agent) cause such new demand deposit in such Buy-Back Trigger Period Accounts may only be applied accounts or new concentration accounts so acquired to fund Permitted Buy-Back Programs or, upon the expiration of comply with the applicable Permitted Buy-Back Programs or the occurrence requirements of an Event of DefaultSubsection 4.16(b) (including, with respect to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the new Concentration Account, (iiby entering into a Blocked Account Agreement) the funds on deposit in the Concentration Account or shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding enter into other arrangements consistent with the provisions of this Section 6.13, any Loan Party receives or Subsection 4.16 and otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered reasonably satisfactory to the Administrative Agent not less often than monthlywith respect to any new Concentration Account or DDA that, accurately setting forth all amounts deposited in each either case, is to become a Blocked Account to ensure the proper transfer of funds as set forth aboveAccount.

Cash Management. (a) Deliver On or prior to the forty-fifth (45th) day following the Closing Date (or such later date as may be agreed by the Administrative Agent:Agent in its sole discretion): (i) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “DDA Credit Card Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a)6.12; and (ivii) on or prior to the Closing Dateenter into a deposit account control agreement (each, fully executed Blocked Account Agreements or Securities Account a “Control Agreements satisfactory Agreement”) in form and substance reasonably acceptable to the Agents Administrative Agent with respect to each Deposit Account of any Loan Party (other than Excluded Accounts) with each Blocked Controlled Account Bank designated (collectively, the “Controlled Accounts”). (b) Except as otherwise agreed by the Administrative Agent, each Loan Party shall require that all cash payments of Accounts (including credit card payments), Inventory and other Collateral be remitted to a Deposit Account of a Loan Party subject to a Control Agreement (subject to the period set forth in clause (a)(ii) above to enter into Control Agreements on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(athe Controlled Accounts) (collectively, the “Concentration Accounts”) no less frequently than on each Business Day, and together with any DDAs or Securities Accounts subject pursuant to a Blocked Account Agreement or Securities Account cash management system reasonably acceptable to the Administrative Agent; provided that the Loan Parties’ cash management system as of the Closing Date is deemed to be reasonably acceptable to the Administrative Agent. (c) Each Control Agreement pursuant shall require, after notice from the Collateral Agent to Section 3.2(b) a Controlled Account Bank of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After Event (and until the occurrence and during the continuance of a Collateral Agent notifies such Controlled Account Bank that such Cash Dominion Trigger EventEvent has terminated), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily each Business Day (and whether or not there are then any outstanding Secured Obligations) from the applicable Concentration Account to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts an account designated by the Administrative Agent (collectively, the “Concentration AccountsAdministrative Agent’s Account”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as From and after the occurrence of a Cash Dominion Trigger Event and until such Cash Dominion Trigger Event is no Buy-Back Trigger Period has occurred and is longer continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay provide the reasonable and documented expenses Collateral Agent with an accounting of the contents of the Controlled Accounts and the Concentration Accounts, which shall identify, to the satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Controlled Account and swept to a Concentration Account. Upon the receipt of (x) the contents of the Controlled Accounts, and (y) such accounting, the Collateral Agent agrees to promptly remit to the agent under the Term Facility the proceeds of the Term Priority Collateral received by the Administrative Agent or such professionals for such audits and evaluationsAgent. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) after notice from the Collateral Agent to a Controlled Account Bank of the continuance of a Cash Dominion Trigger Event, the Loan Parties have no right of withdrawal from the Concentration AccountAccounts, (ii) the funds on deposit in the Concentration Account Accounts shall at all times be collateral security for all of the Secured Obligations and (iii) after notice from the Collateral Agent to a Controlled Account Bank of the continuance of a Cash Dominion Trigger Event, the funds on deposit in the Concentration Account Accounts shall be applied as provided in this Agreement, and in any event, two (2) Business Days after Administrative Agent’s receipt of such funds in the Administrative Agent’s Account. In the event that, notwithstanding the provisions of this Section 6.136.12, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the a Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies of notifications : (each, a “DDA Notification”i) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, Lender copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K F which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); ; and (iiiii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Lender with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification ; and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, iii) at the request of the Required LendersLender, shall) deliver each such DDA Notification and Credit Card Notification to the applicable Lender copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to each depository institution and credit card processor. listed on Schedule 5.21(a). (b) The From and after the Closing Date, the Loan Parties shall transfer by ACH or wire transfer no less frequently than daily each Business Day (or, in the case of subclause (iii) below, on Monday, Wednesday and Friday of each week (to the extent such Monday, Wednesday or Friday is a Business Day and, if such day is not a Business Day, on the next succeeding Business Day) so long as a Cash Dominion Event has not occurred and is continuing and on each Business Day if a Cash Dominion Event has occurred and is continuing) and whether or not there are then any outstanding Secured Obligations) , to a Blocked Account all of the following: (i) all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$5,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, Borrowers’ policies as in effect on the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(dSecond Amendment Effective Date), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; ; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, payments from Credit Card Processors and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the Credit Card Issuers and proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) all cash receipts from the funds on deposit Disposition of Inventory and other assets (whether or not constituting Collateral) (other than cash kept in Stores in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions ordinary course of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance business consistent with the terms hereof. Borrowers’ policies as in effect on the Second Amendment Effective Date; (iiv) Upon the request all proceeds of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.Accounts; and -79-

Cash Management. (a) Deliver to the Administrative Agent: (i) on or prior Each Credit Party shall use commercially reasonable efforts to the Closing Date, copies of notifications enter into control agreements (each, a “DDA NotificationPrivate Deposit Account Agreement”) substantially as soon as possible after the Restatement Date and, in any event, shall have actually entered into such Private Deposit Account Agreements within 120 days after the Restatement Date (or such later date approved by the Administrative Agent in its reasonable discretion), in a form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and each other bank with which such Credit Party maintains a DDA located in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); United States (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(aother than an Excluded Account) (collectively, and together with any DDAs or Securities Accounts the “Private Deposit Accounts”); (ii) upon delivery of such Private Deposit Account Agreements referred to in clause (i), the Borrower shall provide a schedule of DDAs, indicating for each DDA if such DDA is required to be subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(bthe Credit Documents; (iii) of each Credit Party shall use commercially reasonable efforts to enter into multi-party deposit account agreement (each, a “Government Receivables Deposit Account Agreement” and, together with the Security Private Deposit Account Agreement, collectively, the “Blocked Account Agreements”) as soon as possible after the Restatement Date and, in any event, shall have actually entered into such Government Receivables Deposit Account Agreement within 120 days after the Restatement Date (or such later date approved by the Administrative Agent in its reasonable discretion), in a form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and each other bank with which such Credit Party maintains a Government Receivables Deposit Account; and (iv) upon delivery of such Government Receivables Deposit Account Agreements referred to in clause (iii), the Borrower shall provide a schedule of Government Receivables Deposit Accounts; provided that, if Blocked Account Agreements with respect to each Private Deposit Account and Government Receivables Deposit Account are not delivered to the Administrative Agent within 120 days after the Restatement Date, each Credit Party shall move any such Account to the Administrative Agent or another depositary, subject to a Blocked Account Agreement in favor of the Administrative Agent. The Administrative Agent acknowledges that the requirements to enter into Blocked Account Agreements under this Section 9.17(a) have been satisfied as of the Restatement Date with respect to the applicable Private Deposit Accounts and Government Receivables Deposit Accounts included in the updated bank account list disclosed to the Administrative Agent prior to the Restatement Date. (b) The Borrower agrees that it will (i) cause all proceeds of the ABL Priority Collateral (other than the Uncontrolled Cash and subject to clause (c) below) to be deposited into a Blocked Account; and (ii) take all reasonable actions necessary to provide that all Account Debtors in respect of Government Accounts forward payment directly to a Government Receivables Deposit Account. (c) Each Blocked Account Agreement of a Credit Party shall require (only during the continuance of a Cash Dominion Period and following delivery of notice of the commencement thereof from the Administrative Agent to the Borrower and the account bank party to such instrument or agreement; provided that such notice shall not be delivered earlier than two Business Days following the start of a Cash Dominion Period), the ACH or wire transfer no less frequently than once per Business Day (but without limit on frequency if the Maturity Date shall have actually occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to one or more accounts maintained by the Administrative Agent (the “Payment Accounts”). Each DDA Notification and Credit Card Notification Subject to the terms of the ABL Intercreditor Agreement, all amounts received in a Payment Account or such other account shall be held applied (and allocated) by the Administrative Agent until the occurrence of a in accordance with Section 11.13 (except (A) pursuant to clause (i) thereof and (B) to Secured Cash Dominion Trigger Event. After Management Obligations and Secured Hedge Obligations). (d) If, at any time after the occurrence and during the continuance of a Cash Dominion Trigger EventPeriod, any cash or Cash Equivalents owned by any Credit Party (other than (i) with respect to a Cash Dominion Period, an amount equal to the aggregate amount of cash and Cash Equivalents collected in Blocked Accounts during the first two Business Days of such Cash Dominion Period and that is on deposit in a segregated DDA which the Borrower designates in writing to the Administrative Agent may as being the “uncontrolled cash account” (andeach such account, at a “Designated Disbursement Account” and collectively, the request “Designated Disbursement Accounts”), which funds shall not thereafter be funded from, or when withdrawn from the Designated Disbursement Accounts, shall not be replenished by, funds constituting proceeds of the Required Lenders, shall) deliver each ABL Priority Collateral so long as such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintainedCash Dominion Period continues, (ii) if greaterde minimis Permitted Investments from time to time inadvertently misapplied by any Credit Party and (iii) payroll, any amounts maintained by the Loan Parties in such DDAs (trust and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) tax withholding accounts funded in the ordinary course of business consistent with the past practiceand required by applicable law and (each such account described in clauses (i) through (iii), an “Excluded Account”) are deposited to any account, or (iii) held or invested in any amounts held manner, otherwise than in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each a Blocked Account subject to a Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10lockbox, the Administrative Agent shall be entitled to require the applicable Credit Party to close such account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluationsbe made to a Blocked Account. (e) If The Credit Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts without the Borrowers fail Administrative Agent’s consent, subject to maintain Availability the prompt execution and delivery to the Administrative Agent of at least thirteen and a half percent (13.5%) Blocked Account Agreement to the extent required by the provisions of the Aggregate Loan Cap this Section 9.17. The Credit Parties may open or close Excluded Accounts at any time, then without requirement of delivery of a Blocked Account Agreement without consent of the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Administrative Agent. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer So long as no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitationCash Dominion Period is in effect, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net ProceedsCredit Parties may direct, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the have sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Eventover, the amounts deposited into the Concentration Account shall be applied to the prepayment manner of the Obligations then outstanding; provided, that except as otherwise provided disposition of funds in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereoftheir respective Blocked Accounts. (i) Upon Any amounts received in the request Payment Accounts (including all interest and other earnings with respect thereto, if any) at any time after the payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted and Secured Cash Management Obligations and Secured Hedge Obligations) and termination of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports aggregate Commitments hereunder and (ii) any amounts that continue to be delivered swept to the Administrative Agent not less often than monthlyPayment Accounts after no Cash Dominion Period exists, accurately setting forth all amounts deposited shall, in each Blocked Account case, be remitted to ensure the proper transfer operating account of funds the Borrower as set forth abovespecified by the Borrower.

Cash Management. (a) Deliver Annexed hereto as Schedule 5.14(a) is a schedule of all DDAs that are maintained by the Loan Parties, which schedule shall include, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Annexed hereto as Schedule 5.14(b) is a list describing all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (c) Annexed hereto as Schedule 5.14(c) is a list describing all payors of the third party insurance provider accounts from which a Loan Party receives payments of Eligible Third Party Insurance Provider Account Receivables. (d) Within ninety (90) days after the Effective Date (or such longer time as the Administrative AgentAgent may, in its sole discretion, agree in writing), each Loan Party shall: (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of Administrative Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed processors; (ii) deliver to the Administrative Agent notifications, (each, an “Insurance Provider Notification”) substantially in the form attached as Exhibit L which have been executed on Schedule 5.21(b)behalf of such Loan Party and addressed to such Loan Party’s payors of third party insurance providers accounts; (iii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect substantially in the form attached as Exhibit M (or in such other form reasonably acceptable to the Concentration Account designated Administrative Agent) with the banks with which such Borrower maintains accounts into which the DDAs are concentrated (collectively, the “Blocked Accounts”) listed on Schedule 5.21(a)5.14(d)(iii) attached hereto; and (iv) deliver to the Administrative Agent a notification, (the “Coinstar Notification”) substantially in the form attached as Exhibit N which has been executed on or behalf of the Loan Parties and addressed to Coinstar, Inc. (e) At the request of the Administrative Agent (which request shall not be made prior to the Closing date that is forty-five (45) days after the Effective Date), fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance each Loan Party shall deliver to the Agents Administrative Agent notifications (each, a “DDA Notification”) substantially in the form attached as Exhibit O which have been executed on behalf of each Loan Party to each depository institution with each Blocked Account Bank designated on Schedule 5.21(awhich any DDA is maintained. (f) Each DDA Notification, Credit Card Notification, Insurance Provider Notification and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of and the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Coinstar Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Triggering Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by promptly and in any event within two Business Days, cause the ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Concentration AccountsAgent’s Account”), of all cash receipts and collections, including, without limitation, the following) from: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Prepayment Event or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA; (v) the then entire ledger balance of each Blocked Account; and (vi) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or Upon the occurrence of an Event of Defaulta Triggering Event, the Borrowers shall accurately report to the prepayment Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time after the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full occurrence of such outstanding Obligationsa Triggering Event, any remaining amounts will be released cash or cash equivalents owned by any Loan Party that constitutes Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Administrative Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a deposit account of the Loan Parties as the Lead Borrower shall directBlocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (h) The Concentration Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements consistent with the provisions of this Section 5.14 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Loan Parties shall not enter into any agreements with credit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Administrative Agent. (i) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Restatement Effective Date are those described in Schedule 5.14(i). (j) The Agent’s Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the Concentration Agent’s Account, (ii) the funds on deposit in the Concentration Agent’s Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Agent’s Account shall be applied as provided in Section 2.11(m) or Section 7.03 of this Agreement, as applicable. In the event that, notwithstanding the provisions of this Section 6.135.14, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During . (k) Any amounts received in the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Agent’s Account shall be applied to the prepayment at any time when all of the Obligations then outstanding; providedhave been and remain fully repaid shall be remitted to the Borrowers, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released if and transferred to a deposit account of the Loan Parties as the Lead Borrower Company may request. (l) The following shall direct apply to deposits and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in payments under and of itself, impair the right of the Borrowers pursuant to Committed Loans in accordance with the terms hereof.this Agreement: (i) Upon Funds shall be deemed to have been deposited to the request Agent’s Account on the Business Day on which deposited, provided that notice of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered such deposit is available to the Administrative Agent by 12:00 noon, Boston, Massachusetts time, on that Business Day; (ii) Funds paid to the Administrative Agent other than by deposit to the Agent’s Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Administrative Agent by 12:00 noon, Boston, Massachusetts time, on that Business Day; (iii) If notice of a deposit to a Agent’s Account or payment is not less often than monthlyavailable to the Administrative Agent until after 12:00 noon, accurately setting forth Boston, Massachusetts time, on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m., Boston, Massachusetts time, on the then next Business Day; (iv) If any item deposited to the Agent’s Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrowers shall indemnify the Administrative Agent and the Lenders against all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveclaims and losses resulting from such dishonor or return.

Cash Management. (a) Deliver Annexed hereto as Schedule 4.16, as the same may be modified from time to time by notice to the Administrative Agent: , is a schedule of all DDAs and Concentration Accounts that are maintained by the Qualified Loan Parties, which schedule includes, with respect to each depository (i) on or prior the name and address of such depository; (ii) the account number(s) (and account name(s) of such bank account(s)) maintained with such depository; and (iii) a contact person at such depository. (b) Except as otherwise agreed by the Administrative Agent, each Qualified Loan Party shall (i) deliver to the Closing DateAdministrative Agent (A) notifications executed on behalf of each such Qualified Loan Party to each depository institution with which any DDA (other than Excluded Accounts) is maintained, copies in form reasonably satisfactory to the Administrative Agent of notifications the Administrative Agent’s interest in such DDA and (B) Credit Card Notifications executed on behalf of each such Qualified Loan Party and delivered to each Credit Card Issuer and Credit Card Processor, in form reasonably satisfactory to the Administrative Agent, (ii) instruct each depository institution for a DDA (other than Excluded Accounts, and subject to Subsection 4.16(g)) that the amount in excess of the Target Amount and available at the close of each Business Day in such DDA should be swept to one of the Qualified Loan Parties’ Concentration Accounts no less frequently than on a daily basis, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent, (iii) enter into a blocked account agreement (each, a “DDA NotificationBlocked Account Agreement”) substantially ), in form reasonably satisfactory to the form attached hereto as Exhibit J Administrative Agent, with the Administrative Agent or the Collateral Agent and any bank with which have been executed on behalf of such Qualified Loan Party with respect to maintains a Concentration Account into which the DDAs (other than Excluded Accounts) are swept (each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (eachsuch account, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses Blocked Account” and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”), covering each such Concentration Account maintained with such bank and (iv) (A) instruct all Account Debtors of such Qualified Loan Party that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Qualified Loan Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable DDA or Concentration Account or (B) cause the checks of any such Account Debtors to be deposited in the applicable DDA or Concentration Account within two Business Days after such check is received by such Qualified Loan Party. All amounts received by the Parent Borrower or any of its Domestic Subsidiaries that is a Loan Party in respect of any Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than (i) any such amount to be deposited in Excluded Accounts or (ii) cash excluded from the Collateral pursuant to any Security Document) be deposited into a DDA (other than an Excluded Account) or Concentration Account. Each DDA Notification and Credit Card Notification Qualified Loan Party agrees that it will not cause proceeds of such DDAs (other than Excluded Accounts) to be otherwise redirected. (c) Each Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily once per Business Day (unless the Commitments have been terminated and whether the monetary obligations then due and owing hereunder and under the other Loan Documents have been paid in full and all Letters of Credit have either been terminated or not there are expired (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent)), of all available cash balances and cash receipts, including the then any outstanding Secured Obligations) to a contents or then entire available ledger balance of each Blocked Account all amounts on deposit in each net of such DDA minimum balance (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept exceed $1,000,000[2,000,000] per account or $3,000,000[5,000,000] in the subject DDA aggregate), if any, required by the depository institution bank at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) is maintained to one of the concentration accounts designated an account maintained by the Administrative Agent at Citibank, N.A. (collectively, or another bank of recognized standing reasonably selected by the Administrative Agent with the reasonable consent of the Borrower Representative) (the “Core Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all . Each Qualified Loan Party agrees that it will not cause proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required Blocked Account to be kept in the subject DDA by the depository institution at which such DDA is maintained)otherwise redirected. (d) During All collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any Buy-Back Standstill Period such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable): (1) first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent or the Collateral Agent under any of the Loan Documents and to repay or prepay outstanding Revolving Credit Loans advanced by the Administrative Agent; (2) second, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Lender under any of the Loan Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (3) third, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Loan Documents; (4) fourth, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether or not then due and payable); (5) fifth, to pay (on a ratable basis) all outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to pay (on a ratable basis) all other outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under any of the other Loan Documents. This Subsection 4.16(d) may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable, in accordance with respect Subsection 11.1(d). (e) If, at any time after the occurrence and during the continuance of a Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Qualified Loan Party (other than (i) de minimis cash, Cash Equivalents and/or Temporary Cash Investments from time to time inadvertently misapplied by any Qualified Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing(ii) cash, Cash Equivalents or Temporary Cash Investments deposited or to be deposited in an Excluded Account in accordance with this Subsection 4.16, (iiii) no Ordinary cash, Cash Equivalents or Temporary Cash Investments that are (or are in any bank account that is) excluded from the Collateral pursuant to any Security Document, including Excluded Assets and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Asset Sales Proceeds Account (as defined in the ABL/Term Loan Intercreditor Agreement, if any) are deposited to any bank account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement shall require any transfer of any cash receipts (or collections, and (ii) each Loan Party covenants and agrees a DDA which is swept daily to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10Account), the Administrative Agent shall be entitled to require the applicable Qualified Loan Party to close such bank account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits that were previously made or required to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or be made to such professionals for such audits and evaluations. (e) If the Borrowers fail bank account to maintain Availability of at least thirteen and be made to a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Blocked Account. (f) During The Qualified Loan Parties respectively may close DDAs or Concentration Accounts and/or open new DDAs or new Concentration Accounts, subject to, in the case of any Buy-Back Trigger Periodnew Concentration Account, each Ordinary (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement shall require consistent with the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) provisions of this Subsection 4.16 with respect to a each such new Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; or (ii) all proceeds other arrangements reasonably satisfactory to the Administrative Agent; provided that as part of collections the Compliance Certificate to be delivered concurrently with the delivery of Accounts; (iiifinancial statements and reports referred to in Subsections 7.1(a) all Net Proceeds, and all other cash payments received by 7.1(b) the Borrower Representative will provide a Loan Party from any Person or from any source or on account list to the Administrative Agent of any sale newly opened or other transaction acquired DDAs or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) Concentration Accounts during the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)preceding Fiscal Quarter. (g) During any Buy-Back Trigger PeriodIn the event that a Qualified Loan Party acquires new demand deposit accounts or new concentration accounts in connection with an acquisition, Borrowings the Borrower Representative will procure that such Qualified Loan Party shall within 90120 days of Committed Loans the date of such acquisition (or such longer period as may be deposited in Buy-Back Trigger Period Accounts and agreed by the amounts on Administrative Agent) cause such new demand deposit in such Buy-Back Trigger Period Accounts may only be applied accounts or new concentration accounts so acquired to fund Permitted Buy-Back Programs or, upon the expiration of comply with the applicable Permitted Buy-Back Programs requirements of Subsection 4.16(b) (including, with respect to any new Concentration Account, by entering into a Blocked Account Agreement) or shall enter into other arrangements consistent with the occurrence provisions of an Event of Default, this Subsection 4.16 and otherwise reasonably satisfactory to the prepayment of the Obligations then outstanding under and in accordance Administrative Agent with the Credit Agreement; provided, respect to any new Concentration Account or DDA that, except as otherwise provided in Section 8.03either case, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred is to become a deposit account of the Loan Parties as the Lead Borrower shall directBlocked Account. (h) The Core Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Borrower Representative, on behalf of each Qualified Loan Parties Party, hereby acknowledge acknowledges and agree that agrees that, except to the extent otherwise provided in the Guarantee and Collateral Agreement, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, (ix) the such Qualified Loan Parties have Party has no right of withdrawal from the Core Concentration Account, (iiy) the funds on deposit in the Core Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations of the Qualified Loan Parties hereunder and under the other Loan Documents, and (iiiz) the funds on deposit in the Core Concentration Account shall be applied as provided in this AgreementAgreement and the ABL/Term Loan Intercreditor Agreement (and any other applicable intercreditor agreement). In the event that, notwithstanding the provisions of this Section 6.13Subsection 4.16, any Qualified Loan Party receives or otherwise has dominion and control of any such proceeds or collectionscollections required to be transferred to the Core Concentration Account pursuant to Subsection 4.16(c), such proceeds and collections shall be held in trust by such Qualified Loan Party for the Administrative Agent, shall not be commingled with any of such Qualified Loan Party’s other funds or deposited in any bank account of such Qualified Loan Party (other than any bank account by which such Qualified Loan Party received or acquired dominion or control over such proceeds and shall, not later than the Business Day after receipt thereof, collections or with any funds in such bank account) and shall promptly be deposited into the Core Concentration Account or dealt with in such other fashion as such Qualified Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon So long as no Dominion Event has occurred and is continuing, the request Qualified Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (j) Any amounts held or received in the Core Concentration Account (including all interest and other earnings with respect hereto, if any) at any time (x) when all of the Administrative Agentmonetary obligations due and owing hereunder and under the other Loan Documents have been satisfied or (y) all Dominion Events have been cured or waived, shall (subject in the case of clause (x) to the provisions of the applicable intercreditor agreement), be remitted to the operating bank account of the applicable Qualified Loan Party. (k) Notwithstanding anything herein to the contrary, the Loan Parties shall cause bank statements and/or other reports be deemed to be delivered in compliance with the requirements set forth in this Subsection 4.16 during the initial 90 day period commencing on the Closing Date to the extent that the arrangements described above are established and effective not later than the date that is 90 days following the Closing Date or such later date as the Administrative Agent not less often than monthlyAgent, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveits sole discretion, may agree.

Cash Management. (a) Deliver Annexed hereto as Schedule 2.20 is a schedule of all DDAs that are maintained by the Credit Parties as of the Closing Date, which schedule includes, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) (and account name(s) of such account(s)) maintained with such depository; and (iii) a contact person at such depository. (b) Except as otherwise agreed by the Administrative Agent, each Credit Party shall (i) within 60 days after the Closing Date, establish and maintain their DDAs with W▇▇▇▇ Fargo, one of its affiliates or another bank reasonably acceptable to the Administrative Agent: , (iii) on enter into a tri-party deposit account, securities account or prior commodities account control agreement by and among the applicable Credit Party, Administrative Agent (and, in the case of the Term Loan Priority Liquidity Account and Term Loan Priority Account, the Term Loan Agent) and the applicable depository, securities intermediary or commodities intermediary providing to the Closing DateAdministrative Agent “control” of such deposit account, copies securities or commodities account within the meaning of notifications the UCC, (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(aAgreement”); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance reasonably satisfactory in all respects to the Agents Administrative Agent and the applicable Credit Party and with the Administrative Agent or the Collateral Agent and any bank with which such Credit Party maintains a DDA (each such account of a Credit Party, a “Blocked Account Bank designated on Schedule 5.21(a) Account” and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”), covering each such DDA maintained with such bank, and (iii) (A) instruct all Account Debtors of such Credit Party that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Credit Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to a DDA (other than the Term Loan Priority Liquidity Account or Term Loan Priority Account), which remittances shall be collected by the applicable bank and deposited in such DDA or (B) cause the checks of any such Account Debtors to be deposited in a DDA (other than the Term Loan Priority Liquidity Account or Term Loan Priority Account) within two Business Days after such check is received by such Credit Party. All amounts received by the Parent Borrower or any domestic Restricted Subsidiary in respect of any Account or any other ABL Priority Collateral, in addition to all other cash received by any such Person from any other source, shall upon receipt of such amount or cash (other than (i) any such amount to be deposited in Excluded Accounts, (ii) any such amount to be deposited in the Term Loan Priority Liquidity Account on or about January 1, 2021, so long as the Term Loan Priority Liquidity Account only contains funds deposited therein on or about the January 1, 2021 not in excess of $5,000,000, or (iii) cash excluded from the Collateral pursuant to any Collateral Document) shall be promptly deposited into a DDA (other than the Term Priority Liquidity Account or Term Loan Priority Account) as set forth above. Each DDA Notification Credit Party agrees that it will not cause proceeds of such ABL Priority Collateral, such Accounts or such other cash to be otherwise redirected. For the avoidance of doubt, each Credit Party acknowledges and Credit Card Notification agrees that the Term Loan Liquidity Account shall be held by only contain funds deposited therein on or about the Administrative Agent until the occurrence Closing Date not in excess of a Cash Dominion Trigger Event. After $5,000,000. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily once per Business Day (unless the Commitments have been terminated and whether or not there are the monetary obligations hereunder then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit due and owing and under the other Credit Documents have been paid in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) full and all payments due from credit card processors. Letters of Credit have either been terminated or expired (c) During any Cash Dominion Trigger Periodunless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable L/C Issuer)), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account Agreement and Securities Account Control Agreement shall require but excluding the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one contents of the concentration accounts designated Term Loan Priority Liquidity Account and Term Loan Priority Account, to an account maintained by the Administrative Agent at W▇▇▇▇ Fargo (collectively, the “Core Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all . Each Credit Party agrees that it will not cause proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required Blocked Account to be kept in the subject DDA by the depository institution at which such DDA is maintained)otherwise redirected. (d) During In the event that there is a Cash Dominion Event but an Event of Default has not occurred and been continuing, all collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any Buy-Back Standstill Period with respect such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Collateral Document or any Loan Partyapplicable Intercreditor Agreement): (1) first, so long as no Buy-Back Trigger Period to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent, the Collateral Agent, under any of the Credit Documents and to repay or prepay outstanding Revolving Loans advanced by the Administrative Agent; (2) second, to the extent all amounts referred to in preceding clause (1) have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each L/C Issuer under any of the Credit Documents and to repay all drawings on Letters of Credit that have not been reimbursed by the Borrowers and all interest thereon; (3) third, to the extent all amounts referred to in preceding clauses (1) and (2) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent the L/C Issuers and the Lenders under any of the Credit Documents; (4) fourth, to the extent all amounts referred to in preceding clauses (1) through (3), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Loans (whether or not then due and payable); (5) fifth, to the extent all amounts referred to in preceding clauses (1) through (4), inclusive, have been paid in full, to pay (on a ratable basis) all outstanding Obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to the extent all amounts referred to in preceding clauses (1) through (5), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under any of the Credit Documents. In the event there is a Cash Dominion Event and an Event of Default has occurred and is been continuing, all collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis as contemplated by Section 8.3. (e) If, at any time after the occurrence and during the continuance of a Cash Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Credit Party (other than (i) no Ordinary Blocked Account Agreement shall require de minimis cash, Cash Equivalents or Temporary Cash Investments from time to time inadvertently misapplied by any transfer of any cash receipts or collectionsCredit Party, and (ii) each cash and Cash Equivalents deposited or to be deposited in an Excluded Account, (iii) cash, Cash Equivalents or Temporary Cash Investments that are (or are in any account that is) excluded from the Collateral pursuant to any Collateral Document, including Excluded Property and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Term Loan Party covenants Priority Liquidity Account and agrees Term Loan Priority Account) are deposited to transfer any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10Agreement, the Administrative Agent shall be entitled to require the applicable Credit Party to close such account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail be made to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Blocked Account. (f) During any Buy-Back Trigger PeriodThe Parent Borrower and Restricted Subsidiaries, each Ordinary respectively, may close DDAs and/or open new DDAs, subject to, (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement shall require consistent with the transfer by ACH provisions of this Section 2.20 with respect to each such new DDA or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise arrangements reasonably satisfactory to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)Administrative Agent. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Core Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Loan Parties Each Credit Party hereby acknowledge acknowledges and agree agrees that (ix) the Loan Parties have such Credit Party has no right of withdrawal from the Core Concentration Account, (iiy) the funds on deposit in the Core Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations of the Credit Parties hereunder and under the other Credit Documents, and (iiiz) the funds on deposit in the Core Concentration Account shall be applied as provided in this Agreement and any applicable Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 6.132.20, any Loan Credit Party receives or otherwise has dominion and control of any such proceeds or collectionscollections required to be transferred to the Core Concentration Account pursuant to Section 2.20(c), such proceeds and collections shall be held in trust by such Loan Credit Party for the Administrative Agent, shall not be commingled with any of such Loan Credit Party’s other funds or deposited in any account of such Loan Credit Party (other than any bank account by which the Parent Borrower or Restricted Subsidiary received or acquired dominion or control over such proceeds and shall, not later than the Business Day after receipt thereof, collections or with any funds in such bank account) and shall promptly be deposited into the Core Concentration Account or dealt with in such other fashion as such Loan Credit Party may be instructed by the Administrative Agent. During the continuation of a . (h) So long as no Cash Dominion Trigger EventEvent has occurred and is continuing, the amounts deposited into Credit Parties may direct, and shall have sole control over, the Concentration Account shall be applied to manner of disposition of funds in the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofBlocked Accounts. (i) Upon Any amounts held or received in the request Core Concentration Account at any time (x) when all of the monetary obligations due and owing hereunder and under the other Credit Documents have been satisfied or (y) all Cash Dominion Events have been cured or waived, shall (subject in the case of clause (x) to the provisions of the ABL/Term Loan Intercreditor Agreement), be remitted to the operating bank account of the applicable Borrower. (j) Notwithstanding anything herein to the contrary, the Credit Parties shall be deemed to be in compliance with the requirements set forth in this Section 2.20 during the initial 60 day period commencing on the Closing Date to the extent that the arrangements described above are established and effective not later than the date that is 60 days following the Closing Date or such later date as the Administrative Agent, in its Permitted Discretion, may agree. (k) In the Loan Parties event that a Credit Party acquires new demand deposit accounts in connection with an acquisition, the Borrower Representative will procure that such Credit Party shall within 30 days of the date of such acquisition (or such longer period as may be agreed by the Administrative Agent) cause bank statements and/or such new demand deposit accounts to comply with the applicable requirements of Section 2.20(b) (including, with respect to any new concentration account, by entering into a Blocked Account Agreement) or shall enter into other reports to be delivered arrangements consistent with the provisions of this Section 2.20 and otherwise reasonably satisfactory to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account with respect to ensure the proper transfer of funds as set forth abovesuch new or acquired demand deposit account.

Cash Management. (a) Deliver to Within 90 days after the Closing Date (or such longer period as the Administrative AgentAgent may reasonably agree) the ABL Administrative Borrower and each other Loan Party shall: (i) on or prior to the Closing Date, copies of notifications enter into blocked account agreements (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and any bank with which any Loan Party maintains any DDA Notification”) substantially (other than Excluded Accounts, zero balance accounts, the Designated Disbursement Account and DDAs with balances not exceeding for a period of at least five consecutive Business Days $100,000 individually or $5,000,000 in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (iiaggregate) on or prior to the Closing Date, copies of notifications (each, a “Credit Card NotificationBlocked Account”) substantially in the form attached hereto as Exhibit K which have been executed covering each such Blocked Account maintained with such bank; and (ii) ensure that all cash, checks, proceeds of collections of Accounts and other amounts received by or on behalf of such any Loan Party constituting proceeds of sales of Inventory are deposited promptly upon receipt in accordance with respect to historical practices into a DDA maintained in the name of such Loan Party’s ; provided that the Loan Parties may maintain credit card clearinghouses balances (including cash and processors listed on Schedule 5.21(b)Cash Equivalents) in DDAs or other deposit or securities accounts that are Excluded Accounts and in the Designated Disbursement Account; (iiib) on Notwithstanding anything herein to the contrary, the provisions of this Section 5.17 will not apply to any deposit account that is acquired by a Loan Party in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the Closing Datedate that is 90 days (or such later date as the Administrative Agent may reasonably agree) following the date of such Permitted Acquisition or other Investment; provided that, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(aforegoing Sections 5.17(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following:): (i) Each Blocked Account Agreement will require, during a Cash Dominion Period and upon receipt by the ABL Administrative Borrower of written notice thereof by the Administrative Agent, wire transfer at the end of each Business Day of all available cash balances and cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (Blocked Account, net of any minimum balance, not to exceed the Maximum DDA Balanceif any, as may be required to be kept in the subject DDA by the depository institution bank at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collectionsis maintained to an account established with, and (ii) each Loan Party covenants and agrees subject to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10control of, the Administrative Agent shall have (the right, “Dominion Account”); and (ii) All collected amounts received in the Dominion Account during a Cash Dominion Period and upon reasonable prior receipt by the ABL Administrative Borrower of written notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained thereof by the Administrative Agent shall be distributed and applied on a daily basis to audit and/or evaluate, the Loan Parties’ compliance with repayment of all Loans outstanding under this Agreement and to the payment of all other Obligations then due and owing pursuant to the waterfall set forth in Section 6.13(d2.21(b) (provided that amounts applied pursuant to subclause (4) and (7) thereof will be applied first to ABR Loans and second to Eurodollar Loans), with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree Borrowers; provided that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) foregoing provisions of this Section 6.13. (f) During 5.17 will not apply to cash or Cash Equivalents constituting Term Priority Collateral; provided, further, that the foregoing will not apply to cash or Cash Equivalents deposited, held or invested in any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (iA) all available cash receipts from the sale of Inventory and other Collateralany Excluded Account; (iiB) all an amount not to exceed $10,000,000 in the aggregate that is on deposit in a segregated DDA that the ABL Administrative Borrower designates in writing to the Administrative Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds will not be funded from, or when withdrawn from the Designated Disbursement Account, will not be replenished by, funds constituting Collateral (or proceeds of collections of Accounts;Collateral) so long as such Cash Dominion Period continues; or (C) de minimis cash or cash equivalents from time to time inadvertently misapplied by any Loan Party or any Restricted Subsidiary. (iii) all Net ProceedsThe Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to reasonably prompt execution and all other cash payments received by delivery to the Administrative Agent of a Blocked Account Agreement consistent with the provisions of this Section 5.17; provided, that the Loan Party from Parties may close DDAs or open new DDAs that are Excluded Accounts without the consent of the Administrative Agent and without executing or delivering any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e);such Blocked Account Agreement. (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts The Dominion Account will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The . (v) So long as no Cash Dominion Period is then in effect or the Administrative Agent is not otherwise exercising its secured creditor remedies, the Loan Parties hereby acknowledge will have full and agree that complete access to, and may direct the manner of disposition of, funds in the Blocked Accounts. (vi) Any amounts held or received in the Dominion Account (including all interest and other earnings with respect thereto, if any) at any time (i) after this Agreement has been terminated, the Loan Parties Revolving Credit Commitments have been terminated and the Obligations (other than Obligations in respect of (x) Specified Hedge Agreements and Cash Management Obligations and (y) contingent indemnification and reimbursement obligations for which no right claim has been asserted) have been paid in full and all Letters of withdrawal from Credit have expired, terminated or been cash collateralized in a manner consistent with Section 2.8(k) or otherwise backstopped by another letter of credit in a manner reasonably satisfactory to the Concentration Account, applicable Issuing Bank (or other arrangements with respect thereto reasonably satisfactory to the applicable Issuing Bank have been made) or (ii) the funds on deposit in the Concentration Account shall at when all times be collateral security for all Events of the Secured Obligations Default have been cured and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a no Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations Period is then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts effect will be released and transferred remitted to a deposit account of the Loan Parties as the Lead ABL Administrative Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofmay direct. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Immediately upon the occurrence of any Full Cash Dominion Period, the Borrowers, upon the request of the Administrative Agent or Collateral Agent, shall deliver to the Administrative AgentAgent and the Collateral Agent a schedule of all DDAs, other deposit accounts, securities accounts or commodities accounts, that to the knowledge of the Authorized Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Each Borrower shall, and shall cause each other Loan Party to: (i) on or prior to the thirty (30) day anniversary of the Closing DateDate or such later date as the Administrative Agent or Collateral Agent shall agree in writing, copies of deliver to the Collateral Agent notifications (each, a “DDA Credit Card Notification”) substantially ), in form and substance satisfactory to the form attached hereto as Exhibit J Collateral Agent, which have been executed on behalf of such Loan Party with respect and addressed to each depository institution such Loan Party’s credit card and debit card clearinghouses and processors listed on Schedule 5.21(a);the Perfection Certificate; and (ii) on or prior to the ninety (90) day anniversary of the Closing Date, copies of notifications or such later date as Administrative Agent or Collateral Agent shall agree in writing in its reasonable discretion (such date, the “Blocked Account Date”), enter into a blocked account agreement (each, a “Credit Card NotificationBlocked Account Agreement”) substantially ), in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior substance reasonably satisfactory to the Closing DateCollateral Agent, a fully executed Blocked Account Agreement with each depository bank, securities intermediary and commodities intermediary, as applicable, with respect to the Concentration Account designated on Schedule 5.21(aDDAs, other deposit accounts, securities accounts or commodities account in which material amounts (as reasonably determined by the Collateral Agent) of funds of any of the Loan Parties are received, maintained or concentrated (excluding, for the avoidance of doubt, Excluded Accounts (as defined below); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts the “Material Accounts” and, to the extent, subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, collectively, the “Blocked Accounts”). Each DDA Notification ; provided that in the event that any Material Account listed on the Perfection Certificate is not subject to a Blocked Account Agreement on or prior to Blocked Account Date, then not later than fifteen (15) days after the Blocked Account Date, the Loan Parties shall cause such Material Account which is not a Blocked Account to be closed and Credit Card Notification shall be held have all funds therein transferred to a Blocked Account, and all future deposits made to, a Blocked Account. (c) The Blocked Account Agreements entered into by the Loan Parties shall require (after delivery of notice to the Blocked Account Bank from the Collateral Agent or the Administrative Agent, as applicable (which notice may (or shall at the direction of the Required Lenders) be given by the Collateral Agent until or the occurrence of a Cash Dominion Trigger Event. After the occurrence and Administrative Agent, as applicable, only during the continuance of a Full Cash Dominion Trigger Event, Period)) the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance under the Facility) of all available cash receipts (the “Cash Receipts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts collection account maintained by the Loan Parties in such DDAs Collateral Agent at Bank of America (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration AccountsCollection Account”), of all cash receipts and collections, including, without limitation, the following) from: (i) all available cash receipts from the sale of Inventory and other Collateral (but excluding, until the Term Facility is repaid in full, any Term Loan Priority Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or Cash Proceeds on account of any sale event which requires a mandatory prepayment pursuant to Section 2.11(b)(i) or (ii) of this Agreement (other transaction than, until the Term Facility or eventany permitted refinancing thereof is repaid in full, including, without limitation, any Prepayment Eventa mandatory prepayment arising in connection with the Term Loan Priority Collateral); (iv) the proceeds of each Blocked Account (including all credit card charges; (v) the then contents of cash deposited therein from each DDA (or other deposit account, net of any minimum balance, not to exceed the Maximum DDA Balance, balance as may be required to be kept in the subject such DDA or other deposit account by the depository institution at which such DDA is maintainedmaintained to the extent set forth in the applicable Blocked Account Agreement); and (v) the cash proceeds of all credit card and debit card charges. (i) ▇▇▇▇▇ cash accounts or other store depository accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $25,000,000 or exceed $2,000,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent or Collateral Agent may agree in its sole discretion), (ii) payroll, trust and tax withholding accounts funded in the ordinary course of business, (iii) one or more zero balance disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties solely for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder and (iv) deposit accounts subject to Cash Pooling Arrangements permitted hereunder that solely holds funds supporting Cash Pooling Arrangements (such accounts described in this clause (y) shall be referred to herein as, the “Excluded Accounts”, provided that following deposit accounts shall not constitute “Excluded Accounts”: (I) deposit accounts that are concentration accounts, (II) deposit accounts into which the proceeds of credit card or debit card receivables are deposited or (III) deposit accounts that are lock-box accounts), then (a) the Loan Parties shall cause all funds in such accounts or so held or so invested to be transferred with such frequency as may be reasonably required by the Administrative Agent or Collateral Agent to a Blocked Account and (b) the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account. In addition to the foregoing, during the continuance of a Full Cash Dominion Period, the Loan Parties shall provide the Collateral Agent with an accounting of the contents of the Blocked 115 Accounts, which shall identify, to the reasonable satisfaction of the Collateral Agent, the proceeds from the Term Loan Priority Collateral which were deposited into a Blocked Account and swept to the Collection Account. (d) During any Buy-Back Standstill Period The Loan Parties may close Material Accounts or Blocked Accounts and/or open new Material Accounts or Blocked Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent) consistent with the provisions of this Section 5.13 and otherwise reasonably satisfactory to the Collateral Agent (provided that, the Loan Parties shall not be required to deliver a Blocked Account Agreement with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Material Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each acquired by a Loan Party covenants and agrees to transfer to in connection with a Concentration Account by ACH Permitted Acquisition until the date that is thirty (30) days (or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of later date as the Administrative Agent or Collateral Agent may agree) after the consummation of such professionals for Permitted Acquisition). The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Material Account and the Collateral Agent shall promptly notify the Borrower Representative as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such audits account will be maintained. Unless consented to in writing by the Collateral Agent, the Borrowers shall not enter into any agreements with credit card or debit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and evaluationsdelivered to the Collateral Agent. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13[Reserved]. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Collection Account shall at all times be under the sole dominion and control of the Collateral Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the such Loan Parties have Party has no right of withdrawal from the Concentration Collection Account, (ii) the funds on deposit in the Concentration Collection Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Collection Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.135.13, during the continuation of a Full Cash Dominion Period, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the Concentration Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. During . (g) Subject to Section 2.10(b), any amounts received in the continuation Collection Account at any time when all of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account Secured Obligations then due have been and remain fully repaid shall be applied remitted to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit operating account of the Loan Parties as Borrowers maintained with the Lead Borrower Administrative Agent or Collateral Agent or financial institution reasonable acceptable to the Administrative Agent or Collateral Agent. (h) The Collateral Agent shall direct and the existence promptly furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Full Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofPeriod. (i) Upon The following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be deemed to have been deposited to the request of Collection Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York City time, on that Business Day); 116 (ii) Funds paid to the Administrative Agent, other than by deposit to the Loan Parties Collection Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York City time, on that Business Day); (iii) If a deposit to the Collection Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth all such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to the Collection Account and credited to the Loans or any other Secured Obligation is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan or other Secured Obligations; (v) All amounts deposited received under this Section 5.13 shall be applied in each Blocked Account to ensure the proper transfer of funds as manner set forth abovein Section 2.18(b) or 2.10(b), as applicable.

Cash Management. (a) Deliver Within thirty (30) days of the occurrence of a Specified Default that is continuing, or immediately upon the occurrence of any other Cash Dominion Event, the Borrowers, upon the request of the Administrative Agent, shall deliver to the Administrative AgentAgent a schedule of all DDAs, that to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Annexed hereto as Schedule 2.18(b) is a list describing, as of the Closing Date, all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card and debit card charges for sales by such Loan Party. (c) To the extent not previously delivered, each Loan Party shall: (i) on or prior to the thirty (30) day anniversary of the Closing DateDate or such later date as the Administrative Agent shall agree in writing, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, copies of Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card and debit card clearinghouses and processors listed on Schedule 5.21(b2.18(b);; and (iiiii) on or prior to the ninety (90) day anniversary of the Closing Date or such later date as the Administrative Agent shall agree in writing, in its sole discretion (such date, the “Blocked Account Date”), enter into a blocked account agreement (each, a fully executed “Blocked Account Agreement Agreement”), reasonably satisfactory to the Administrative Agent, with any Blocked Account Bank with respect to the Concentration DDAs in which material amounts (as reasonably determined by the Administrative Agent) of funds of any of the Loan Parties from one or more DDAs are concentrated (excluding, for the avoidance of doubt, the Designated Account designated (as defined below) and ▇▇▇▇▇ cash, payroll, trust and tax withholding accounts subject to the limitations set forth in clause (d) below) (including those existing as of the Closing Date and listed on Schedule 5.21(a); and (iv2.18(c) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(aattached hereto) (collectively, and together with any DDAs or Securities Accounts the “Material DDAs” and, to the extent, subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, collectively, the “Blocked Accounts”). ; provided that in the event that any DDA listed on Schedule 2.18(c) is not subject to a Blocked Account Agreement on or prior to Blocked Account Date, then not later than sixty (60) days after the Blocked Account Date or such later date as the Administrative Agent shall agree in writing, in its sole discretion, the Loan Parties shall cause any DDA which is not a Blocked Account to be closed and have all funds therein transferred to a Blocked Account, and all future deposits made to, a Blocked Account with the Collateral Agent or another Lender. (d) Each DDA Notification and Credit Card Notification and Blocked Account Agreement entered into by a Loan Party shall require (after delivery of notice to the Blocked Account Bank from the Collateral Agent (which notice may (or shall at the direction of the Required Revolving Lenders) be held given by the Administrative Collateral Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, )) the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than Uncontrolled Cash which may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account” (the “Designated Account “)) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the followingfrom: (i) all available cash receipts from the sale of Inventory and other Collateral (but excluding, until the Term Loan Facility is repaid in full, any Term Priority Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or Proceeds on account of any sale Specified Event (other than, until the Term Loan Facility or other transaction or eventany Permitted Refinancing thereof is repaid in full, including, without limitation, any Prepayment Eventa Specified Event arising in connection with the Term Priority Collateral); (iv) the proceeds of each Blocked Account (including all credit card charges; (v) the then contents of cash deposited therein from each DDA (DDA, net of any minimum balance, not to exceed the Maximum DDA Balance, balance as may be required to be kept in the subject such DDA by the depository institution at which such DDA is maintainedmaintained to the extent set forth in the applicable Blocked Account Agreement).; and (dv) During the cash proceeds of all credit card and debit card charges. If any Buy-Back Standstill Period cash or Cash Equivalents owned by any Loan Party (other than (i) amounts on deposit in the Designated Account, which funds, shall not be funded from, or when withdrawn from the Designated Account, shall not be replenished by, funds constituting proceeds of Collateral so long as any Cash Dominion Event continues, (ii) ▇▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $10,000,000 or exceed $2,000,000 with respect to any Loan Partyone account (or in each case, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collectionssuch greater amounts to which the Administrative Agent may agree in its sole discretion), and (iiiii) each Loan Party covenants payroll, trust and agrees tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are deposited to transfer any account, or held or invested in any manner, otherwise than in a Blocked Account (or a DDA which is swept daily to a Concentration Account by ACH Blocked Account), then (a) the Borrowers shall cause all funds in such accounts or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems so held or so invested to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained transferred with such frequency as may be reasonably required by the Administrative Agent to audit and/or evaluate, a Blocked Account (or a DDA which is swept daily to a Blocked Account) and (b) the Collateral Agent may require the applicable Loan Parties’ compliance with this Section 6.13(d)Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account. In addition to the foregoing, during the continuance of a Cash Dominion Event, the Loan Parties shall pay provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable and documented expenses satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees to promptly remit to the agent under the Term Loan Facility or any Permitted Refinancing thereof the proceeds of the Term Priority Collateral received by the Administrative Agent or such professionals for such audits and evaluationsAgent. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13[Reserved]. (f) During any Buy-Back Trigger PeriodThe Loan Parties may close Material DDAs or Blocked Accounts and/or open new Material DDAs or Blocked Accounts, each Ordinary subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent (provided that, the Loan Parties shall not be required to deliver a Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then with respect to any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received Material DDA acquired by a Loan Party from in connection with a Permitted Acquisition until the date that is ninety (90) days (or such later date as the Administrative Agent may agree) after the consummation of such Permitted Acquisition). The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Material DDA and the Collateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. Unless consented to in writing by the Collateral Agent, the Borrowers shall not enter into any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all agreements with credit card charges; or debit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Collateral Agent. The Borrowers may also maintain one or more disbursement accounts (vthe “Disbursement Accounts”) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept used by the Borrowers for disbursements and payments (including payroll) in the subject DDA by the depository institution at which such DDA is maintained)ordinary course of business or as otherwise permitted hereunder. (g) During any Buy-Back Trigger PeriodThe Loan Parties shall establish and maintain cash management arrangements and procedures, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs orincluding Blocked Accounts, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, reasonably satisfactory to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall directAdministrative Agent. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Each Borrower hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, during the continuation of a Cash Dominion Event, any Loan Party Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party Borrower for the Administrative Collateral Agent, shall not be commingled with any of such Loan PartyBorrower’s other funds or deposited in any account of such Loan Party Borrower and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party Borrower may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon Any amounts received in the request Concentration Account at any time when all of the Revolving Obligations then due have been and remain fully repaid shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. (j) The Collateral Agent shall promptly (but in any event within one Business Day) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Cash Dominion Event. (k) The following shall apply to deposits and payments under and pursuant to this Agreement, subject to clause (i) hereof: (i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Revolving Obligations are being paid in full, by 2:00 p.m. Boston time, on that Business Day); (ii) Funds paid to the Administrative Agent, other than by deposit to the Loan Parties Concentration Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Revolving Obligations are being paid in full, by 2:00 p.m. Boston time, on that Business Day); (iii) If a deposit to the Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) All amounts deposited received under this SECTION 2.18 shall be applied in each Blocked Account to ensure the proper transfer of funds as manner set forth abovein SECTION 7.04.

Cash Management. (a) Deliver to Not later than thirty (30) days after the Closing Date (or such later date as the Administrative Agent:Agent may agree in its discretion): (i) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J E which have been executed on behalf of such Loan Party with respect and delivered to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K F which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b);; provided, that, Lead Borrower may amend Schedule 5.21(b) to add additional Credit Card Issuers and Credit Card Processors, so long as such amendment occurs by written notice delivered to Administrative Agent promptly after the date on which the applicable Loan Party enters into a new Credit Card Agreement after the Closing Date, accompanied by a copy of the Credit Card Notification delivered to each new Credit Card Issuer and/or Credit Card Processor which is identified in such amendment; and (iii) on or prior deliver to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Administrative Agent Blocked Account Agreements or Securities Account Control Agreements reasonably satisfactory in form and substance to the Agents Administrative Agent with each Blocked Account Bank designated Bank, the Administrative Agent and the Revolving Agent for accounts over which the Revolving Agent had a blocked account agreement on Schedule 5.21(a) the Closing Date and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject use Borrower’s commercially reasonable efforts to enter into a Blocked Account Agreement or Securities reasonably satisfactory in form and substance to the Administrative Agent with each Blocked Account Control Bank, the Administrative Agent and the Revolving Agent (those accounts over which a Blocked Account Agreement pursuant to Section 3.2(b) of the Security Agreementhas been delivered, collectively, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification . (b) The Loan Parties shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After ACH or wire transfer no less frequently than weekly (or, upon the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (anddaily), at the request of the Required Lendersand whether or not there are then any outstanding Obligations, shall) deliver to a Blocked Account all amounts on deposit in each such DDA Notification and all payments due from Credit Card Processors and Credit Card Notification Issuers; provided, however, that the Loan Parties may leave up to the applicable depository institution and credit card processor$5,000 on deposit in each DDA. (bc) The Loan Parties Each Blocked Account Agreement shall transfer by ACH or wire require, after the occurrence and during the continuance of a Cash Dominion Event, that such bank transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts concentration account maintained by the Loan Parties Revolving Agent at ▇▇▇▇▇ Fargo Bank, National Association (the “ABL Concentration Account”) or, any time after the repayment in such DDAs full of the Revolving Obligations and the commitments to extend credit under the Revolving Credit Agreement have been terminated, to the Agent Payment Account (and other DDAs, together with the consent of ABL Concentration Account, the Collateral Agent“Concentration Accounts”)), not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any Revolving Outstanding or any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents entire ledger balance of each DDA Blocked Account (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA Blocked Account by the depository institution at which such DDA is maintainedBlocked Account Bank); and (vi) the proceeds of all credit card charges, including Credit Card Receivables. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (hd) The ABL Concentration Account shall at all times be under the sole dominion and control of the Collateral Revolving Agent or the Administrative Agent, as applicable. The Agent Payment Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration AccountAccounts, (ii) the funds on deposit in the Concentration Account Accounts shall at all times be collateral security for all of the Secured Obligations and the Revolving Obligations, and (iii) the funds on deposit in the Concentration Accounts shall be applied to the Revolving Obligations and the Obligations as provided in the Revolving Credit Agreement or this Agreement, as applicable. (e) All funds received in the Agent Payment Account shall be applied to the Obligations as provided in accordance with Section 8.03 of this AgreementAgreement and without regard to whether the Administrative Agent is exercising remedies provided for in Section 8.02 following the occurrence and during the continuance of an Event of Default. In the event that, notwithstanding the provisions of this Section 6.13, but subject to the ABL Intercreditor Agreement, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent and the Revolving Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent or the Revolving Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofapplicable. (if) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (g) Without limiting the generality of Sections 6.13(a) through 6.13(f) above and subject to the ABL Intercreditor Agreement, upon the occurrence and during the continuance of a Cash Dominion Event (and not prior thereto), Administrative Agent shall have the right to direct (i) each depository institution listed on Schedule 5.21(a), (ii) each bank that is party to a Blocked Account Agreement (subject to the terms of such Blocked Account Agreement), and (iii) each Credit Card Processor and Credit Card Issuer which then acts as a credit card clearinghouse and/or processor for any Loan Party to, in each case, remit to a Concentration Account (or such other account as Administrative Agent may direct), all monies on deposit in the applicable bank accounts, no less frequently than daily, and all payments payable to a Loan Party by such Credit Card Processor or Credit Card Issuer, as and when payable to such Loan Party. (h) Notwithstanding the foregoing, all amounts required to be paid towards the Obligations pursuant to Section 2.05(d) or otherwise shall be paid to the Agent Payment Account.

Cash Management. (a) Deliver Except as otherwise provided pursuant to the Administrative Agent: (i) Section 6.20, on or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a);: (iii) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and which shall promptly after the Closing Date be delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b);; and (iiiii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(aBank. (b) and applicable securities intermediary designated on Schedule 5.21(aThe Borrowers shall use commercially reasonable efforts to cause the ACH or wire transfer of all payments due from credit card processors (whether or not there are then any outstanding Obligations) (collectively, and together with any DDAs or Securities Accounts subject to be made to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(bwith such frequency as is consistent with the Borrowers’ current business practices as in effect on the Closing Date. (c) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Collateral Agent may (and, at direct the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification Blocked Account Bank to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily each Business Day (and or with such other frequency as may be agreed to by the Collateral Agent in its sole discretion), whether or not there are then any outstanding Secured Obligations) , to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts concentration account maintained by the Loan Parties in such DDAs Collateral Agent at Bank of America (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateralassets; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents entire ledger balance of each DDA Blocked Account (net of any minimum balance, not to exceed the Maximum DDA Balance$25,000.00, as may be required to be kept in the subject DDA Blocked Account by the depository institution at which such DDA is maintainedapplicable Blocked Account Bank); and (vi) the proceeds of all credit card charges. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (hd) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Sections 2.05(f) or 8.03, as applicable, of this Agreement; provided that, upon the termination or expiration of a Cash Dominion Event, the Collateral Agent shall direct each Blocked Account Bank to cease transferring funds to the Concentration Account, and all funds on deposit in the Concentration Account (if any) shall be remitted to the Loan Parties for deposit in one or more Blocked Accounts. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Collateral Agent. During . (e) The Loan Parties may maintain one or more accounts (the continuation “Exempt Accounts”) in the ordinary course of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall business to be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of used by the Loan Parties for the sole purpose of funding payroll obligations and tax obligations and for holding funds owned by Persons other than Loan Parties and amounts on deposit constituting tax obligations. Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, no Exempt Accounts shall be subject to a Blocked Account Agreement or subject to the Lead Borrower shall direct dominion and the existence of a Cash Dominion Trigger Event described in clause (b) control of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereofAdministrative Agent. (if) Upon the request of the Administrative AgentAgent during the existence of a Cash Dominion Event, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors Credit Card Processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, comply with the consent cash management provisions of the Collateral AgentABL Loan Agreement, including, but not limited to be unreasonably withheld) the provisions contained in Section 6.13 of the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processorsABL Loan Agreement. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)[Reserved]. (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations[Reserved]. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13.[Reserved] (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the written request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (g) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Administrative Agent and the Lenders hereunder in order for the Administrative Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, the Administrative Agent and Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to them and in particular that any accommodations of credit are being provided by the Administrative Agent and Lenders strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder and the Loan Parties hereby further acknowledge, confirm and agree that subject to the Intercreditor Agreement the Administrative Agent and Lenders shall have the contractual right to continue to apply the contemplated cash management arrangements contemplated herein notwithstanding any default, termination or non-renewal of this Agreement or any of the credit facilities contemplated herein or any stay of proceedings or filing in connection with any proceeding under any Debtor Relief Laws as a matter of, and shall be considered and deemed to be a matter of, replacing and monitoring the Administrative Agent’s and Lenders’ Collateral and not as an enforcement of any of their security or Liens.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies the Borrower shall (i) deliver to the Administrative Agent a schedule of notifications all DDAs maintained by the Loan Parties, which schedule includes, with respect to each depository (A) the name and address of such depository, (B) the account number(s) maintained with such depository and (C) a contact person at such depository; and (ii) enter into a blocked account agreement (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(aAgreement”); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Administrative Agent in its reasonable discretion, with respect to each Blocked Concentration Account Bank designated on Schedule 5.21(aexisting as of the Closing Date (other than any Concentration Account maintained with the Collateral Agent); provided that to the extent that the Collateral Agent has been granted control, as determined by the Collateral Agent in its sole discretion, with respect to the Existing Accounts, the Loan Parties are not required to comply with the foregoing clause (a). (b) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Each Blocked Account Agreement or Securities such other account control agreement, if applicable, for each Concentration Account Control Agreement pursuant to Section 3.2(b) of the Security Agreementshall require, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Control Trigger Event (and delivery of notice thereof from the Collateral Agent), the ACH or wire transfer on each Business Day of all available cash receipts held in the Concentration Account to a concentration account maintained by the Administrative Agent at Citibank, N.A. (the “Agent Concentration Account”). (c) If (i) at any time during the continuance of a Cash Control Trigger Event, any cash or Cash Equivalents owned by a Loan Party are deposited in any account (other than an Excluded Account), or held or invested in any manner (other than (x) in the Concentration Account that is subject to the Blocked Account Agreement, (y) in a Concentration Account that is maintained with the Collateral Agent or (z) a DDA which is swept daily to a Concentration Account subject to a Blocked Account Agreement), or (ii) at any time, a Concentration Account shall cease to be subject to a Blocked Account Agreement, the applicable Loan Party shall as soon as practicable furnish the Collateral Agent with written notice thereof and the Administrative Agent may require such Loan Party to close such account and have any such funds transferred to a Concentration Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Cash Control Trigger Event, the Administrative Agent may (andLoan Parties shall, at upon the request of the Required LendersAdministrative Agent, shall) deliver each provide such DDA Notification and Credit Card Notification Agent with an accounting of the contents of the Concentration Accounts, which shall identify, to the applicable depository institution extent practicable, any proceeds from Term Facility Collateral which were deposited into any Loan Party Concentration Account and credit card processorswept to the Agent Concentration Account. Upon the receipt of (x) the contents of such Loan Party Concentration Accounts and (y) such accounting, the Administrative Agent agrees to promptly remit to the Collateral Agent such proceeds of Term Facility Collateral received by the Administrative Agent for application in accordance with the Intercreditor Agreement. (bd) A Loan Party may close DDAs or a Concentration Account, maintain existing DDAs or Concentration Accounts and/or open new DDAs or Concentration Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements with respect to each Concentration Account (except with respect to any Concentration Account maintained with the Collateral Agent) consistent with the provisions of this Section 2.17 and otherwise reasonably satisfactory to the Administrative Agent. The applicable Loan Party shall furnish the Administrative Agent with prior written notice of its intention to open or close a Concentration Account and the Administrative Agent shall promptly notify such Loan Party as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. (e) The Loan Parties may also maintain one or more disbursement accounts which shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained used by the Loan Parties in such DDAs solely for disbursements and payments (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheldincluding payroll) in the ordinary course of business consistent with the past practiceor as otherwise permitted hereunder (any account so used, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the a “Concentration AccountsDisbursement Account”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Agent Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have it has no right of withdrawal from the Agent Concentration Account, (ii) the funds on deposit in the Agent Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Agent Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.132.17, any during the continuance of a Cash Control Trigger Event, a Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the a Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During . (g) Any amounts remaining in the continuation Agent Concentration Account at any time when all of the Advances (whether then due or not) and all of the other Obligations under the Loan Documents then due have been and remain fully repaid shall, subject to the requirements under the Term Facility Loan Documents, be remitted to the primary Concentration Account of the Borrower maintained with the Administrative Agent. (h) The Collateral Agent shall promptly (but in any event within two (2) Business Days) furnish written notice to each Person with whom a Concentration Account is maintained when a Cash Dominion Control Trigger EventEvent is no longer continuing for purposes of this Agreement. (i) Subject to Section 2.17(c), any amounts received in the amounts deposited into the Agent Concentration Account shall be applied to the prepayment payment (without a corresponding reduction of Commitments) of all of the Advances (whether then due or not) and all of the other Obligations under the Loan Documents (other than contingent obligations) (whether then outstanding; provided, that except as otherwise due or not) in the order provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b21(b) of the definition thereof Revolving Facility Security Agreement (with all Advances deemed due for purposes thereof). (j) The following shall not, in apply to deposits and of itself, impair the right of the Borrowers payments under and pursuant to Committed Loans in accordance with the terms hereof.this Agreement: (i) Upon funds shall be deemed to have been deposited to the request of Agent Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. on that Business Day); (ii) funds paid to the Administrative Agent, other than by deposit to the Loan Parties Agent Concentration Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. on that Business Day); and (iii) if a deposit to the Agent Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth all amounts deposited in each Blocked Account such deposit or payment shall be deemed to ensure have been made at 9:00 a.m. on the proper transfer of funds as set forth abovethen next Business Day.

Cash Management. (a) Deliver Annexed hereto as Schedule 4.16, Parts 1 to 6 respectively, as the same may be modified from time to time by notice to the Administrative Agent or in accordance with Subsection 4.16(i), is a schedule of all Related Corporation DDAs, Related Corporation Concentration Accounts, Loan Party DDAs, Loan Party Concentration Accounts and Restricted Bank Accounts that are maintained by the Related Corporations and the Loan Parties, as applicable, which schedule includes (except for the schedules relating to Related Corporation DDAs and Related Corporation Concentration Accounts), with respect to each depository (i) the name and address of such depository; (ii) the account number(s) (and account name(s) of such bank account(s)) maintained with such depository; and (iii) a contact person at such depository. (b) Except as otherwise agreed by the Administrative Agent, and subject to clauses (c) and (d) below, after the Closing Date the Parent Borrower shall, and shall cause each Loan Party to, as applicable: (i) at all times on and after the Closing Date, (x) instruct each depository institution for each Loan Party DDA (other than with respect to Loan Party DDAs subject to clause (y) below) to sweep the entire available balance at the end of each Business Day in such Loan Party DDA to one of the Loan Party Concentration Accounts no less frequently than on a daily basis, or (y) transfer the entire available balance at the end of each Business Day in all Loan Party DDAs not subject to instructions given in accordance with clause (x) above to one of the Loan Party Concentration Accounts no less frequently than on a daily basis, provided that all balances subject to transfers pursuant to this clause (y) shall count towards the Target Amount, provided, further, that for a period of 30 days following the Closing Date any available balances manually transferred in accordance with this clause (y) from the Loan Party DDAs listed in Part 6 of Schedule 4.16 to Loan Party Concentration Accounts shall not count towards the Target Amount (it being understood that after such time period such Loan Party DDAs shall either comply with clause (x) above or their available balances shall count towards the Target Amount in accordance with this clause (y)), (ii) procure, with respect to each Related Corporation DDA maintained from time to time by any Related Corporation with an available balance at the end of each Business Day, (x) on and after the Closing Date, in respect of Related Corporation DDAs with an available balance that prior to the Closing Date has customarily been transferred or swept on a daily basis and (y) within 30 days of the Closing Date, copies in respect of notifications Related Corporation DDAs with an available balance that prior to the Closing Date has not customarily been transferred or swept on a daily basis, the transfer or sweep of such available balance to one of the Related Corporation Concentration Accounts or one of the Loan Party Concentration Accounts no less frequently than on a daily basis, (iii) procure, with respect to each Related Corporation Concentration Account maintained from time to time by any Related Corporation with an available balance at the beginning of each Business Day (or, at the Parent Borrower’s election, at the end of each Business Day), (x) on and after the Closing Date, in respect of Related Corporation Concentration Accounts with an available balance that prior to the Closing Date has customarily been transferred on a daily basis and (y) within 30 days of the Closing Date, in respect of Related Corporation Concentration Accounts with an available balance that prior to the Closing Date has customarily not been transferred on a daily basis, the transfer of such available balance to one of the Loan Party Concentration Accounts no less frequently than on a daily basis (provided that the Parent Borrower shall use commercially reasonable efforts to implement sweep arrangements with the applicable depositary institution for each Related Corporation Concentration Account), (iv) within ninety (90) days of the Closing Date (or such later day as the Administrative Agent may, in its sole discretion, agree to), enter, or cause the applicable Loan Party to enter, into a blocked account agreement (each, a “DDA NotificationBlocked Account Agreement”) substantially ), in form reasonably satisfactory to the form attached hereto as Exhibit J Administrative Agent, with the Administrative Agent or the Collateral Agent and any depositary with which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, maintains a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request option of the Required LendersParent Borrower, shalla Loan Party DDA) deliver (each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to account, a “Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a covering each such Loan Party from any Person Concentration Account (and, at the option of the Parent Borrower, one or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (ivmore Loan Party DDAs) the proceeds of all credit card charges;maintained with such depositary, (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (dA) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked instruct all Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account Debtors of such Loan Party and shall, not later that remit payments of Accounts regularly by check pursuant to arrangements with such Loan Party to remit all such payments (other than the Business Day after receipt (i) any Accounts (or any payment thereof, ) that are to be deposited into in Excluded Bank Accounts or (ii) any Accounts (or any payment thereof) excluded from the Collateral pursuant to any Security Document, including Excluded Assets), to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Loan Party DDA or, except in the case of checks which relate to any Restricted Government Accounts, any applicable Loan Party Concentration Account, which remittances shall be collected by the applicable depositary and deposited in the applicable Loan Party DDA or the applicable Loan Party Concentration Account or dealt with (B) cause any checks relating to any such Accounts to be deposited in the applicable Loan Party DDA or applicable Loan Party Concentration Account within two (2) Business Days after such other fashion as check is received by such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger EventParty, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.and

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in Effective Date or such later date as the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a);Agent may agree: (iiA) on or prior deliver to the Closing Date, Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K E which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); in the Perfection Certificate (iii) on or prior to collectively, the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a“Credit Card Processors”); and (ivB) on or prior to the Closing Date, fully executed enter into a Blocked Account Agreements or Securities Account Control Agreements Agreement reasonably satisfactory in form and substance to the Agents Agent with each Blocked Account Bank designated covering the deposit accounts set forth on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a6.01(m)(i)(B) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (bii) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (or with respect to DDAs that have historically not been swept daily (and other DDAs with the consent of the Agent, not to be unreasonably withheld), periodically, consistent with past practices) (and whether or not there are then any outstanding Secured ObligationsObligations and whether or not a Cash Dominion Event then exists) to a Blocked Account all amounts on deposit in each DDA of such DDA (providedLoan Party, other than DDAs that are Excluded Accounts; provided that such covenant shall not apply to (i) any minimum balances balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, maintained or (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, DDAs with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, practices). The Loan Parties shall ACH or (iii) any amounts held in Excluded Accounts) and wire transfer daily to a Blocked Account all payments due from credit card processorsprocessors and other proceeds of any of the Collateral. All funds in each DDA and Blocked Account (other than Excluded Accounts) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA or Blocked Account. (ciii) During any Each Credit Card Notification shall be held by the Agent until the occurrence of a Cash Dominion Trigger PeriodEvent. After the occurrence and during the continuance of a Cash Dominion Event, each the Agent may deliver such Credit Card Notifications to the applicable Credit Card Processors. Each Credit Card Notification shall instruct the applicable Credit Card Processor to follow the instructions of the Control Co-Collateral Agent with respect to all amounts as may become due from time to time from such Credit Card Processor to the applicable Loan Party. (iv) Each Blocked Account Agreement shall permit the Agent, after the occurrence and Securities Account Control Agreement shall during the continuance of a Cash Dominion Event, to require or cause the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”)Agent’s Account, of all cash receipts and collectionscollections held in each applicable Blocked Account (net of any minimum balance, not to exceed CAN$10,000 (or such greater amount with the consent of the Agent, not to be unreasonably withheld), as may be required to be kept in the subject Blocked Account by the Blocked Account Bank), including, without limitation, the following: (iA) all available cash receipts from the sale of Inventory and other Collateral; (iiB) all proceeds of collections of AccountsCredit Card Accounts Receivable; (iiiC) all proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of any Collateral; and (D) all Net Proceeds, and all other cash payments received Proceeds from any equity issuance by a any Loan Party from any Person or from any source or on account its Subsidiaries. The Borrower shall be deemed to have complied with the provisions of any sale or other transaction or event, including, without limitation, any Prepayment Event; this clause (iv) if they cause the proceeds ACH or wire transfer daily of all credit card charges;funds which an Authorized Officer of the Borrower in good faith believes to be the amount deposited in the Blocked Accounts in excess of CAN$10,000 (or such greater amount as permitted above in this clause (iv)). (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Agent’s Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Agent’s Account, (ii) the funds on deposit in the Concentration Agent’s Account shall at all times be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Agent’s Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.136.01(m), during the continuance of a Cash Dominion Event, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation continuance of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Agent’s Account shall be applied to the prepayment of the Obligations then outstanding; provided, provided that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) other than as the result of the definition thereof occurrence of an Event of Default) shall not, in and of itself, impair the right of the Borrowers Borrower to Committed Loans Revolving Advances in accordance with the terms hereof. (ivi) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Within thirty (30) days of the occurrence of a Specified Default, or immediately upon the occurrence of any other Cash Dominion Event, the Borrowers, upon the written request of any Agent, shall deliver to the Administrative AgentAgents a schedule of all DDAs, that to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which Schedule includes, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Schedule 2.18(b) describes, as of the ThirdSixth Amendment Effective Date, all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. (c) On or prior to the ThirdSixth Amendment Effective Date, to the extent not previously delivered, each Loan Party shall: (i) on or prior deliver to the Closing Date, copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a2.18(b); and (ivii) on or prior enter into a blocked account agreement (each, a “Blocked Account Agreement”), reasonably satisfactory to the Closing DateAgents, fully executed with any Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance Bank, including, without limitation, with respect to the Agents with each Blocked Account Bank designated deposit accounts listed on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a2.18(c) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). . (d) Each DDA Notification and Credit Card Notification and Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Collateral Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there are is then any an outstanding Secured Obligationsbalance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at Bank of America (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the followingfrom: (i) all available cash receipts from the sale of Inventory and other Collateral (other than, until the Term Loan/Notes Obligations are repaid in full, Term Loan/Notes Priority Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event[reserved]; (iv) each Blocked Account (including all cash deposited therein from each DDA); and (v) the cash proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap If, at any timetime during the continuance of a Cash Dominion Event, then any cash or cash equivalents owned by any Loan Party (other than any cash or cash equivalents held in or credited to Excluded Accounts) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement or an Excluded Account, the Borrowers covenant Collateral Agent may require the applicable Loan Party to close such account and agree that have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Cash Dominion Event, the Loan Parties will establish one or more special operating accounts shall, upon the reasonable written request of the Collateral Agent, provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable satisfaction of the Collateral Agent, the proceeds from the Term Loan/Notes Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (“Buy-Back Trigger Period x) the contents of the Blocked Accounts”, and (y) that can only be funded with Borrowings such accounting, the Collateral Agent agrees, to the extent required by the Intercreditor Agreement, to promptly remit to the applicable Term Loan/Notes Agent (as defined in the Intercreditor Agreement) the proceeds of Committed Loans in accordance with clause (g) of this Section 6.13the Term Loan/Notes Priority Collateral received by the Administrative Agent. (f) During The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject, in the case of new DDAs or Blocked Accounts, within 45 days after such accounts are opened (or such longer period as the Administrative Agent may agree in its discretion) to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (except with respect to any Buy-Back Trigger PeriodExcluded Accounts or unless expressly waived by the Collateral Agent or otherwise not required by the Collateral Agent as provided in the immediately succeeding sentence) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent. The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Blocked Account that is not an Excluded Account, each Ordinary and the Collateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement shall require with the transfer Person with whom such account will be maintained. Unless consented to in writing by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitationthe Collateral Agent, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from Borrowers shall not enter into any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all agreements with credit card charges; (v) processors other than the then contents of each DDA (net of any minimum balanceones expressly contemplated herein unless contemporaneously therewith, not a Credit Card Notification, is executed and delivered to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)Collateral Agent. (g) During any Buy-Back Trigger Period, Borrowings The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs business or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall directpermitted hereunder. (h) The During the continuance of a Cash Dominion Event, the Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Each Borrower hereby acknowledge acknowledges and agree agrees that during the continuance of a Cash Dominion Event, (i) the Loan Parties have such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, during the continuation of a Cash Dominion Event, any Loan Party Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party Borrower for the Administrative Collateral Agent, shall not be commingled with any of such Loan PartyBorrower’s other funds or deposited in any account of such Loan Party Borrower and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party Borrower may be instructed by the Administrative Collateral Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon Any amounts received in the request Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. (j) The Collateral Agent shall promptly (but in any event within one Business Day) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Cash Dominion Event. (k) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. on that Business Day); (ii) Funds paid to the Administrative Agent, other than by deposit to the Loan Parties Concentration Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations or are being paid in full, by 2:00 p.m. on that Business Day); (iii) If a deposit to the Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) All amounts deposited received under this SECTION 2.18 shall be applied in each Blocked Account to ensure the proper transfer of funds as manner set forth abovein Section 2.17(f) and in the priority set forth in Section 7.03.

Cash Management. i. Within thirty (a30) Deliver days of the occurrence of Specified Default, or immediately upon the occurrence of any other Cash Dominion Event, the Borrowers, upon the request of any Agent, shall deliver to the Administrative Agent: (i) on or prior Agents a schedule of all DDAs, that to the Closing Dateknowledge of the Responsible Officers of the Loan Parties, copies of notifications (eachare maintained by the Loan Parties, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party Schedule includes, with respect to each depository institution listed on Schedule 5.21(a); (i) the name and address of such depository; (ii) on the account number(s) maintained with such depository; and (iii) a contact person at such depository. ii. Annexed hereto as Schedule 2.18(b) is a list describing, as of the Effective Date (or such later date as agreed between the Lead Borrower and the Administrative Agent upon any update to such Schedule made in connection with the First Amendment), all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. iii. On or prior to the Closing DateEffective Date (or such later date as agreed between the Lead Borrower and the Administrative Agent upon any updates to Schedules 2.18(b) or 2.18(c) made in connection with the First Amendment), copies of to the extent not previously delivered, each Loan Party shall: a) deliver to the Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K G which have been executed on behalf of such Loan Party with respect and addressed to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b2.18(b);; and b) enter into a blocked account agreement (iii) on or prior each, a “Blocked Account Agreement”), reasonably satisfactory to the Closing DateAgents, a fully executed with any Blocked Account Agreement Bank, including, without limitation, with respect to the Concentration Account designated deposit accounts listed on Schedule 5.21(a); and (iv2.18(c) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) attached hereto (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). iv. Each DDA Notification and Credit Card Notification and Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and require, during the continuance of a Cash Dominion Trigger EventEvent (and delivery of notice thereof from the Collateral Agent), the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily on each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), from: a) the sale of Inventory and other Collateral (other than, until the Term Loan Financing Facility is repaid in full, Term Loan Priority Collateral) (whether or not constituting a Prepayment Event); b) all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); c) all Net Proceeds on account of any Prepayment Event (other than, until the Term Loan Financing Facility is repaid in full, a Prepayment Event arising in connection with the Term Loan Priority Collateral); d) each Blocked Account (including all cash deposited therein from each DDA; and e) the cash proceeds of all credit card charges. v. If, at any time during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by any Loan Party (other than ▇▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $3,000,000 or exceed $10,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent may agree), and payroll, trust and tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are then deposited to any outstanding Secured Obligations) account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all amounts on deposit in each such DDA (providedfunds therein transferred to a Blocked Account, that such covenant shall not apply and all future deposits made to (i) minimum balances as may be required a Blocked Account which is subject to be kept in a Blocked Account Agreement. In addition to the subject DDA by foregoing, during the depository institution at which such DDA is maintainedcontinuance of a Cash Dominion Event, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAsshall provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, with which shall identify, to the consent satisfaction of the Collateral Agent, the proceeds from the Term Loan Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees, to the extent required by the Intercreditor Agreement, to promptly remit to the agent under the Term Loan Financing Facility the proceeds of the Term Loan Priority Collateral received by the Administrative Agent. vi. The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (except with respect to any payroll, trust and tax withholding accounts or unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent. The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Blocked Account and the Collateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. Unless consented to in writing by the Collateral Agent, the Borrowers shall not enter into any agreements with credit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Collateral Agent. vii. The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be unreasonably withheldused by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processorsas otherwise permitted hereunder. (c) viii. During any the continuance of a Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectivelyEvent, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Each Borrower hereby acknowledge acknowledges and agree agrees that during the continuance of a Cash Dominion Event, (i) the Loan Parties have such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13SECTION 2.18, during the continuation of a Cash Dominion Event, any Loan Party Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party Borrower for the Administrative Collateral Agent, shall not be commingled with any of such Loan PartyBorrower’s other funds or deposited in any account of such Loan Party Borrower and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party Borrower may be instructed by the Collateral Agent. ix. Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. During the continuation . x. The Collateral Agent shall promptly (but in any event within one Business Day) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Cash Dominion Trigger Event, the amounts . xi. The following shall apply to deposits and payments under and pursuant to this Agreement: a) Funds shall be deemed to have been deposited into to the Concentration Account shall be applied on the Business Day on which deposited, provided that such deposit is available to the prepayment of Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations then outstanding; providedare being paid in full, by 2:00 p.m. on that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (Business Day); b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers Funds paid to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, other than by deposit to the Loan Parties Concentration Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations or are being paid in full, by 2:00 p.m. on that Business Day); c) If a deposit to the Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; d) If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; e) All amounts deposited received under this SECTION 2.18 shall be applied in each Blocked Account to ensure the proper transfer of funds as manner set forth abovein SECTION 2.17(f) and in the priority set forth in SECTION 7.03.

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, : (i) deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J G which have been executed on behalf of such Loan Party with respect and delivered to each depository institution listed on Schedule 5.21(a); (ii) on or prior deliver to the Closing Date, Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K H which have been executed on behalf of such Loan Party with respect and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b);; provided, that, Lead Borrower may amend Schedule 5.21(b) to add additional Credit Card Issuers and Credit Card Processors, so long as such amendment occurs by written notice delivered to Administrative Agent promptly after the date on which the applicable Loan Party enters into a new Credit Card Agreement after the Closing Date, accompanied by a copy of the Credit Card Notification delivered to each new Credit Card Issuer and/or Credit Card Processor which is identified in such amendment; and (iii) on or prior to the Closing Date, enter into a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Administrative Agent with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification . (b) The Loan Parties shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After ACH or wire transfer no less frequently than weekly (or, upon the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (anddaily), at the request of the Required Lendersand whether or not there are then any outstanding Obligations, shall) deliver to a Blocked Account all amounts on deposit in each such DDA Notification and all payments due from Credit Card Processors and Credit Card Notification Issuers; provided, however, that the Loan Parties may leave up to the applicable depository institution and credit card processor$5,000 on deposit in each DDA. (bc) The Loan Parties Each Blocked Account Agreement shall transfer by ACH or wire require, after the occurrence and during the continuance of a Cash Dominion Event, that such bank transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated account maintained by the Administrative Agent at ▇▇▇▇▇ Fargo (collectively, the “Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents entire ledger balance of each DDA Blocked Account (net of any minimum balance, not to exceed the Maximum DDA Balance$2,500.00, as may be required to be kept in the subject DDA Blocked Account by the depository institution at which such DDA is maintainedBlocked Account Bank); and (vi) the proceeds of all credit card charges. (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (hd) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. (e) All funds received in the Agent Payment Account shall be applied to the Obligations as provided in accordance with Section 8.03 of this Agreement and without regard to whether the Administrative Agent is exercising remedies provided for in Section 8.02 following the occurrence and during the continuance of an Event of Default. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (if) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. (g) Without limiting the generality of Sections 6.13(a) through 6.13(f) above, upon the occurrence and during the continuance of a Cash Dominion Event (and not prior thereto), Administrative Agent shall have the right to direct (i) each depository institution listed on Schedule 5.21(a), (ii) each bank that is party to a Blocked Account Agreement (subject to the terms of such Blocked Account Agreement), and (iii) each Credit Card Processor and Credit Card Issuer which then acts as a credit card clearinghouse and/or processor for any Loan Party to, in each case, remit to the Concentration Account (or such other account as Administrative Agent may direct), all monies on deposit in the applicable bank accounts, no less frequently than daily, and all payments payable to a Loan Party by such Credit Card Processor or Credit Card Issuer, as and when payable to such Loan Party. (h) Notwithstanding the foregoing, Net Proceeds of Term Loan Priority Collateral shall be applied to the Obligations, except, that, in the event that an Event of Default (as such term is defined in the Term Loan Agreement) then exists, the Net Proceeds of Term Loan Priority Collateral shall be paid towards the Term Loan Obligations under the Term Loan Agreement (and shall be applied to the Term Loan Obligations as required under the Term Loan Agreement).

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Merger Funding Date, copies --------------- the Company and ITC established Lockboxes and Blocked Accounts, each of notifications which is listed on Schedule 6.01-BB under "Company Accounts" and attached hereto and made ---------------- a part hereof. On the Merger Funding Date, OHM and the OHM Subsidiary Borrowers shall have established the Lockboxes and Blocked Accounts identified on Schedule -------- 6.01-BB as "OHM Accounts". Each of the Loan Parties shall have irrevocably ------- directed all account debtors of the Loan Parties (eachother than the United States Government under certain Government Contracts in connection with which the United States Government is prohibited from so doing by any Requirement of Law), to remit all payments in respect of the Receivables or other Collateral directly to a “DDA Notification”) substantially Lockbox or a Blocked Account; provided, however, that to the extent that -------- ------- the account debtors of the Loan Parties remit such monies, checks, notes, drafts or funds directly to such Loan Parties, the Borrowers hereby agree, and agree to cause the other Loan Parties, to deposit all such collections Receivables into a Blocked Account promptly upon the Loan Parties' receipt thereof. Payments received at each Lockbox shall automatically be deposited into a Blocked Account or be deposited into a Blocked Account by a representative of the Blocked Account Bank at which the applicable Blocked Account has been established. Only the Administrative Agent and the applicable Blocked Account Bank, if any, shall have power of withdrawal from each Lockbox and the related Blocked Account and the Borrowers acknowledge that neither they nor the other Loan Parties shall have any right to give any instruction to the Blocked Account Bank in respect of any such Lockbox or Blocked Account. Each of the Borrowers agrees to cause all collections of Receivables, all proceeds of Collateral and all Net Cash Proceeds now or hereafter received directly or indirectly by such Loan Party or in the form attached hereto as Exhibit J which have been executed on behalf possession of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior be held in trust for the Administrative Agent for the benefit of the Lenders and, promptly upon receipt thereof, to the Closing Date, copies of notifications (each, be deposited into a “Credit Card Notification”) substantially Blocked Account. All funds in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to Accounts shall be automatically transferred into the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior pursuant to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processorAgreements. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then At any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent time after an Event of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period Default has occurred and is continuing, the Administrative Agent may, or at the request of the Requisite Lenders, shall, deliver a written notice (ia "Blockage Notice") no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer the Company to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts --------------- the effect that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice cease to transfer to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at Disbursement Account any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account and shall at cease to honor any and all times be collateral security for requests from the Loan Parties to make any withdrawals therefrom or to take any other action with respect thereto. So long as any Blockage Notice is in effect pursuant to this clause (b), the ---------- Administrative Agent shall apply any and all of amounts received from the Secured Obligations and (iii) the funds on deposit Blocked Account Banks or held in the Concentration Account shall to the repayment of the Obligations, such amounts to be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the provisions of Section 3.02(b)(ii). Notwithstanding the foregoing, so long as any Event of ------------------- Default has occurred and is continuing and the Administrative Agent has delivered a Blockage Notice pursuant to this clause (b), funds held in the ---------- Concentration Account may be transferred by the Administrative Agent to the Disbursement Account (and, subject to the terms hereof. (i, used by the Loan Parties) Upon at the request of the Company only if such transfer is consented to in writing by the Requisite Lenders and, following the acceleration of any of the Obligations pursuant to Section 11.02(a), no such withdrawal or transfer may be ---------------- made without the prior written consent of each Lender. The Administrative AgentAgent shall revoke any Blockage Notice at the direction of the Requisite Lenders, the Loan Parties shall cause bank statements and/or other reports to be delivered prior to the Administrative Agent acceleration of any of the Obligations pursuant to Section 11.02(a) ---------------- or in connection with a rescission of acceleration pursuant to Section 11.02(c), ---------------- or by all the Lenders, at any other time after any such acceleration that has not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account been rescinded pursuant to ensure the proper transfer of funds as set forth above.Section 11.02(c). ----------------

Cash Management. (a) Deliver to the Administrative Agent: (i) on On or prior to the Closing Date, copies the Borrower shall (i) deliver to the Administrative Agent a schedule of notifications all DDAs maintained by the Loan Parties, which schedule includes, with respect to each depository (A) the name and address of such depository, (B) the account number(s) maintained with such depository and (C) a contact person at such depository; and (ii) enter into a blocked account agreement (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(aAgreement”); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents Administrative Agent in its reasonable discretion, with respect to each Blocked Concentration Account Bank designated on Schedule 5.21(aexisting as of the Closing Date (other than any Concentration Account maintained with the Collateral Agent); provided that to the extent that the Collateral Agent has been granted control, as determined by the Collateral Agent in its sole discretion, with respect to the Existing Accounts, the Loan Parties are not required to comply with the foregoing clause (a). (b) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Each Blocked Account Agreement or Securities such other account control agreement, if applicable, for each Concentration Account Control Agreement pursuant to Section 3.2(b) of the Security Agreementshall require, the “Blocked Accounts”). Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After the occurrence and during the continuance of a Cash Dominion Control Trigger Event (and delivery of notice thereof from the Collateral Agent), the ACH or wire transfer on each Business Day of all available cash receipts held in the Concentration Account to a concentration account maintained by the Administrative Agent at Citibank, N.A. (the “Agent Concentration Account”). (c) If (i) at any time during the continuance of a Cash Control Trigger Event, any cash or Cash Equivalents owned by a Loan Party are deposited in any account (other than an Excluded Account), or held or invested in any manner (other than (x) in the Concentration Account that is subject to the Blocked Account Agreement, (y) in a Concentration Account that is maintained with the Collateral Agent or (z) a DDA which is swept daily to a Concentration Account subject to a Blocked Account Agreement), or (ii) at any time, a Concentration Account shall cease to be subject to a Blocked Account Agreement, the applicable Loan Party shall as soon as practicable furnish the Collateral Agent with written notice thereof and the Administrative Agent may require such Loan Party to close such account and have any such funds transferred to a Concentration Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Cash Control Trigger Event, the Administrative Agent may (andLoan Parties shall, at upon the request of the Required LendersAdministrative Agent, shall) deliver each provide such DDA Notification and Credit Card Notification to Agent with an accounting of the applicable depository institution and credit card processorcontents of the Concentration Accounts. (bd) A Loan Party may close DDAs or a Concentration Account, maintain existing DDAs or Concentration Accounts and/or open new DDAs or Concentration Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements with respect to each Concentration Account (except with respect to any Concentration Account maintained with the Collateral Agent) consistent with the provisions of this Section 2.17 and otherwise reasonably satisfactory to the Administrative Agent. The applicable Loan Party shall furnish the Administrative Agent with prior written notice of its intention to open or close a Concentration Account and the Administrative Agent shall promptly notify such Loan Party as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. (e) The Loan Parties may also maintain one or more disbursement accounts which shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, (ii) if greater, any amounts maintained used by the Loan Parties in such DDAs solely for disbursements and payments (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheldincluding payroll) in the ordinary course of business consistent with the past practiceor as otherwise permitted hereunder (any account so used, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the a “Concentration AccountsDisbursement Account”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least thirteen and a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (g) During any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct. (h) The Agent Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Each Loan Parties Party hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have it has no right of withdrawal from the Agent Concentration Account, (ii) the funds on deposit in the Agent Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations Obligations, and (iii) the funds on deposit in the Agent Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.132.17, any during the continuance of a Cash Control Trigger Event, a Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, shall promptly be deposited into the a Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of . (g) [RESERVED.] (h) The Collateral Agent shall promptly (but in any event within two (2) Business Days) furnish written notice to each Person with whom a Concentration Account is maintained when a Cash Dominion Control Trigger EventEvent is no longer continuing for purposes of this Agreement. (i) Subject to Section 2.17(c), any amounts received in the amounts deposited into the Agent Concentration Account shall be applied to the prepayment payment (without a corresponding reduction of Commitments) of all of the Advances (whether then due or not) and all of the other Obligations under the Loan Documents (other than contingent obligations) (whether then outstanding; provided, that except as otherwise due or not) in the order provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b21(b) of the definition thereof Revolving Facility Security Agreement (with all Advances deemed due for purposes thereof). (j) The following shall not, in apply to deposits and of itself, impair the right of the Borrowers payments under and pursuant to Committed Loans in accordance with the terms hereof.this Agreement: (i) Upon funds shall be deemed to have been deposited to the request of Agent Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. on that Business Day); (ii) funds paid to the Administrative Agent, other than by deposit to the Loan Parties Agent Concentration Account, shall cause bank statements and/or other reports be deemed to be delivered have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. on that Business Day); and (iii) if a deposit to the Agent Concentration Account or payment is not less often than monthlyavailable to the Administrative Agent until after 4:00 p.m. on a Business Day, accurately setting forth all amounts deposited in each Blocked Account such deposit or payment shall be deemed to ensure have been made at 9:00 a.m. on the proper transfer of funds as set forth abovethen next Business Day.

Cash Management. (a) Deliver to the Administrative Agent: (i) on or prior Each Credit Party shall use commercially reasonable efforts to the Closing Date, copies of notifications enter into control agreements (each, a “DDA NotificationBlocked Account Agreement”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to soon as possible after the Closing DateDate and, copies of notifications (eachin any event, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which shall have been executed on behalf of actually entered into such Loan Party with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements within 120 days after the Closing Date (or Securities Account Control Agreements such later date approved by the Administrative Agent in its reasonable discretion), in a form reasonably satisfactory in form and substance to the Agents Administrative Agent, with the Administrative Agent and each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(aother bank with which such Credit Party maintains a DDA located in the United States (other than an Excluded Account) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”). ; and (ii) upon delivery of such Blocked Account Agreements referred to in clause (i), the Borrowers shall provide a schedule of DDAs, indicating for each DDA if such DDA is required to be subject to a Blocked Account Agreement pursuant to the Credit Documents; provided that, if Blocked Account Agreements with respect to each Blocked Account are not delivered to the Administrative Agent within 90 days after the Closing Date, each Credit Party shall move any such Account to the Administrative Agent or another depositary, subject to a Blocked Account Agreement in favor of the Administrative Agent. (b) The Borrowers agree that they will cause all proceeds of the ABL Priority Collateral (other than the Uncontrolled Cash and subject to clause (c) below) to be deposited into a Blocked Account. (c) Each DDA Notification Blocked Account Agreement of a Credit Party shall require (only during the continuance of a Cash Dominion Period and Credit Card Notification following delivery of notice of the commencement thereof from the Administrative Agent to the Lead Borrower and the account bank party to such instrument or agreement; provided that such notice shall not be held delivered earlier than two (2) Business Days following the start of a Cash Dominion Period), the ACH or wire transfer no less frequently than once per Business Day (but without limit on frequency if the Maturity Date shall have actually occurred), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (net of such minimum balance as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and other than any Uncontrolled Cash), to one or more accounts maintained by the Administrative Agent until (the occurrence “Payment Accounts”). Subject to the terms of the ABL Intercreditor Agreement, all amounts received in a Payment Account or such other account shall be applied (and allocated) by the Administrative Agent in accordance with Section 11.13 (except (A) pursuant to clause (i) thereof and (B) to Secured Cash Dominion Trigger Event. After Management Obligations and Secured Hedge Obligations). (d) If, at any time after the occurrence and during the continuance of a Cash Dominion Trigger EventPeriod, any cash or Cash Equivalents owned by any Credit Party (other than (i) with respect to a Cash Dominion Period, an amount equal to the aggregate amount of cash and Cash Equivalents collected in Blocked Accounts during the first two (2) Business Days of such Cash Dominion Period and that is on deposit in a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent may as being the “uncontrolled cash account” (andeach such account, at a “Designated Disbursement Account” and collectively, the request “Designated Disbursement Accounts”), which funds shall not thereafter be funded from, or when withdrawn from the Designated Disbursement Accounts, shall not be replenished by, funds constituting proceeds of the Required Lenders, shall) deliver each ABL Priority Collateral so long as such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintainedCash Dominion Period continues, (ii) if greaterde minimis Permitted Investments from time to time inadvertently misapplied by any Credit Party, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent iii) segregated accounts that are subject to Liens permitted pursuant to clauses (i) through (iv) of the Collateral Agentdefinition of Permitted Liens and to the extent that, not and for so long as, a grant of a security interest therein would violate or invalidate the agreement giving rise to be unreasonably withheldsuch permitted lien and (iv) payroll, trust, disbursement and tax withholding accounts funded in the ordinary course of business consistent with the past practiceand required by applicable Law and (each such account described in clauses (i) through (iv), an “Excluded Account”) are deposited to any account, or (iii) held or invested in any amounts held manner, otherwise than in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each a Blocked Account subject to a Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH (or wire transfer no less frequently than a DDA which swept daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration accounts designated by the Administrative Agent (collectively, the “Concentration Accounts”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained). (d) During any Buy-Back Standstill Period with respect to any Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing, (i) no Ordinary Blocked Account Agreement shall require any transfer of any cash receipts or collections, and (ii) each Loan Party covenants and agrees to transfer to a Concentration Account by ACH Blocked Account) or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10a lockbox, the Administrative Agent shall be entitled to require the applicable Credit Party to close such account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluationsbe made to a Blocked Account. (e) If The Credit Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts without the Borrowers fail Administrative Agent’s consent, subject to maintain Availability the prompt execution and delivery to the Administrative Agent of at least thirteen and a half percent (13.5%) Blocked Account Agreement to the extent required by the provisions of the Aggregate Loan Cap this Section 9.16. The Credit Parties may open or close Excluded Accounts at any time, then without requirement of delivery of a Blocked Account Agreement without consent of the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Administrative Agent. (f) During any Buy-Back Trigger Period, each Ordinary Blocked Account Agreement shall require the transfer by ACH or wire transfer So long as no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all cash receipts and collections, including, without limitationCash Dominion Period is in effect, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net ProceedsCredit Parties may direct, and all other cash payments received by a Loan Party from any Person or from any source or on account shall have sole control over, the manner of any sale or other transaction or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) the proceeds disposition of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept funds in the subject DDA by the depository institution at which such DDA is maintained)their respective Blocked Accounts. (g) During (i) Any amounts received in the Payment Accounts (including all interest and other earnings with respect thereto, if any) at any Buy-Back Trigger Period, Borrowings of Committed Loans may be deposited in Buy-Back Trigger Period Accounts and time after the amounts on deposit in such Buy-Back Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding all Obligations (other than contingent indemnification obligations as to which no claim has been asserted and Secured Cash Management Obligations and Secured Hedge Obligations) and termination of the aggregate Commitments hereunder and (ii) any amounts that continue to be swept to the Payment Accounts after no Cash Dominion Period exists, any remaining amounts will shall, in each case, be released and transferred remitted to a deposit the operating account of the Loan Parties Borrowers as specified by the Lead Borrower shall directBorrower. (h) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Deliver Annexed hereto as Schedule 4.16, as the same may be modified from time to time by notice to the Administrative Agent: , is a schedule of all DDAs and Concentration Accounts that are maintained by the Qualified Loan Parties, which schedule includes, with respect to each depository (i) on or prior the name and address of such depository; (ii) the account number(s) (and account name(s) of such bank account(s)) maintained with such depository; and (iii) a contact person at such depository. (b) Except as otherwise agreed by the Administrative Agent, each Qualified Loan Party shall (i) deliver to the Closing DateAdministrative Agent (A) notifications executed on behalf of each such Qualified Loan Party to each depository institution with which any DDA (other than Excluded Accounts) is maintained, copies in form reasonably satisfactory to the Administrative Agent of notifications the Administrative Agent’s interest in such DDA and (B) Credit Card Notifications executed on behalf of each such Qualified Loan Party and delivered to each Credit Card Issuer and Credit Card Processor, in form reasonably satisfactory to the Administrative Agent, (ii) instruct each depository institution for a DDA (other than Excluded Accounts) that the amount in excess of the Target Amount and available at the close of each Business Day in such DDA should be swept to one of the Qualified Loan Parties’ Concentration Accounts no less frequently than on a daily basis, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent, (iii) enter into a blocked account agreement (each, a “DDA NotificationBlocked Account Agreement”) substantially ), in form reasonably satisfactory to the form attached hereto as Exhibit J Administrative Agent, with the Administrative Agent or the Collateral Agent and any bank with which have been executed on behalf of such Qualified Loan Party with respect to maintains a Concentration Account into which the DDAs (other than Excluded Accounts) are swept (each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date, copies of notifications (eachsuch account, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to such Loan Party’s credit card clearinghouses Blocked Account” and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date, a fully executed Blocked Account Agreement with respect to the Concentration Account designated on Schedule 5.21(a); and (iv) on or prior to the Closing Date, fully executed Blocked Account Agreements or Securities Account Control Agreements satisfactory in form and substance to the Agents with each Blocked Account Bank designated on Schedule 5.21(a) and applicable securities intermediary designated on Schedule 5.21(a) (collectively, and together with any DDAs or Securities Accounts subject to a Blocked Account Agreement or Securities Account Control Agreement pursuant to Section 3.2(b) of the Security Agreement, the “Blocked Accounts”), covering each such Concentration Account maintained with such bank and (iv) (A) instruct all Account Debtors of such Qualified Loan Party that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Qualified Loan Party to remit all such payments to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable DDA or Concentration Account or (B) cause the checks of any such Account Debtors to be deposited in the applicable DDA or Concentration Account within two Business Days after such check is received by such Qualified Loan Party. All amounts received by the Parent Borrower or any of its Domestic Subsidiaries that is a Loan Party in respect of any Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than (i) any such amount to be deposited in Excluded Accounts or (ii) cash excluded from the Collateral pursuant to any Security Document) be deposited into a DDA (other than an Excluded Account) or Concentration Account. Each DDA Notification and Credit Card Notification Qualified Loan Party agrees that it will not cause proceeds of such DDAs (other than Excluded Accounts) to be otherwise redirected. (c) Each Blocked Account Agreement shall be held by the Administrative Agent until the occurrence of a Cash Dominion Trigger Event. After require, after the occurrence and during the continuance of a Cash Dominion Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) The Loan Parties shall transfer by ACH or wire transfer no less frequently than daily once per Business Day (unless the Commitments have been terminated and whether the monetary obligations then due and owing hereunder and under the other Loan Documents have been paid in full and all Letters of Credit have either been terminated or not there are expired (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent)), of all available cash balances and cash receipts, including the then any outstanding Secured Obligations) to a contents or then entire available ledger balance of each Blocked Account all amounts on deposit in each net of such DDA minimum balance (provided, that such covenant shall not apply to (i) minimum balances as may be required to be kept exceed $1,000,000 per account or $3,000,000 in the subject DDA aggregate), if any, required by the depository institution bank at which such DDA is maintained, (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practice, or (iii) any amounts held in Excluded Accounts) and all payments due from credit card processors. (c) During any Cash Dominion Trigger Period, each Blocked Account Agreement and Securities Account Control Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) is maintained to one of the concentration accounts designated an account maintained by the Administrative Agent at Citibank, N.A. (collectively, or another bank of recognized standing reasonably selected by the Administrative Agent with the reasonable consent of the Borrower Representative) (the “Core Concentration AccountsAccount”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all . Each Qualified Loan Party agrees that it will not cause proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required Blocked Account to be kept in the subject DDA by the depository institution at which such DDA is maintained)otherwise redirected. (d) During All collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any Buy-Back Standstill Period such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable): (1) first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent or the Collateral Agent under any of the Loan Documents and to repay or prepay outstanding Revolving Credit Loans advanced by the Administrative Agent; (2) second, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Lender under any of the Loan Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (3) third, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Loan Documents; (4) fourth, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether or not then due and payable); (5) fifth, to pay (on a ratable basis) all outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to pay (on a ratable basis) all other outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under any of the other Loan Documents. This Subsection 4.16(d) may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable, in accordance with respect Subsection 11.1(d). (e) If, at any time after the occurrence and during the continuance of a Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Qualified Loan Party (other than (i) de minimis cash, Cash Equivalents and/or Temporary Cash Investments from time to time inadvertently misapplied by any Qualified Loan Party, so long as no Buy-Back Trigger Period has occurred and is continuing(ii) cash, Cash Equivalents or Temporary Cash Investments deposited or to be deposited in an Excluded Account in accordance with this Subsection 4.16, (iiii) no Ordinary cash, Cash Equivalents or Temporary Cash Investments that are (or are in any bank account that is) excluded from the Collateral pursuant to any Security Document, including Excluded Assets and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Asset Sales Proceeds Account (as defined in the ABL/Term Loan Intercreditor Agreement, if any) are deposited to any bank account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement shall require any transfer of any cash receipts (or collections, and (ii) each Loan Party covenants and agrees a DDA which is swept daily to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such Blocked Account in excess of amounts that such Loan Party reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10Account), the Administrative Agent shall be entitled to require the applicable Qualified Loan Party to close such bank account and have the rightall funds therein transferred to a Blocked Account, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent all future deposits that were previously made or required to audit and/or evaluate, the Loan Parties’ compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or be made to such professionals for such audits and evaluations. (e) If the Borrowers fail bank account to maintain Availability of at least thirteen and be made to a half percent (13.5%) of the Aggregate Loan Cap at any time, then the Borrowers covenant and agree that the Loan Parties will establish one or more special operating accounts (“Buy-Back Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13Blocked Account. (f) During The Qualified Loan Parties respectively may close DDAs or Concentration Accounts and/or open new DDAs or new Concentration Accounts, subject to, in the case of any Buy-Back Trigger Periodnew Concentration Account, each Ordinary (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement shall require consistent with the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) provisions of this Subsection 4.16 with respect to a each such new Concentration Account of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; or (ii) all proceeds other arrangements reasonably satisfactory to the Administrative Agent; provided that as part of collections the Compliance Certificate to be delivered concurrently with the delivery of Accounts; (iiifinancial statements and reports referred to in Subsections 7.1(a) all Net Proceeds, and all other cash payments received by 7.1(b) the Borrower Representative will provide a Loan Party from any Person or from any source or on account list to the Administrative Agent of any sale newly opened or other transaction acquired DDAs or event, including, without limitation, any Disposition giving rise to a mandatory prepayment under Section 2.05(e); (iv) Concentration Accounts during the proceeds of all credit card charges; (v) the then contents of each DDA (net of any minimum balance, not to exceed the Maximum DDA Balance, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained)preceding Fiscal Quarter. (g) During any Buy-Back Trigger PeriodIn the event that a Qualified Loan Party acquires new demand deposit accounts or new concentration accounts in connection with an acquisition, Borrowings the Borrower Representative will procure that such Qualified Loan Party shall within 90 days of Committed Loans the date of such acquisition (or such longer period as may be deposited in Buy-Back Trigger Period Accounts and agreed by the amounts on Administrative Agent) cause such new demand deposit in such Buy-Back Trigger Period Accounts may only be applied accounts or new concentration accounts so acquired to fund Permitted Buy-Back Programs or, upon the expiration of comply with the applicable Permitted Buy-Back Programs requirements of Subsection 4.16(b) (including, with respect to any new Concentration Account, by entering into a Blocked Account Agreement) or shall enter into other arrangements consistent with the occurrence provisions of an Event of Default, this Subsection 4.16 and otherwise reasonably satisfactory to the prepayment of the Obligations then outstanding under and in accordance Administrative Agent with the Credit Agreement; provided, respect to any new Concentration Account or DDA that, except as otherwise provided in Section 8.03either case, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred is to become a deposit account of the Loan Parties as the Lead Borrower shall directBlocked Account. (h) The Core Concentration Account shall at all times be under the sole dominion and control of the Collateral Administrative Agent. The Borrower Representative, on behalf of each Qualified Loan Parties Party, hereby acknowledge acknowledges and agree that agrees that, except to the extent otherwise provided in the Guarantee and Collateral Agreement, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, (ix) the such Qualified Loan Parties have Party has no right of withdrawal from the Core Concentration Account, (iiy) the funds on deposit in the Core Concentration Account shall at all times continue to be collateral security for all of the Secured Obligations of the Qualified Loan Parties hereunder and under the other Loan Documents, and (iiiz) the funds on deposit in the Core Concentration Account shall be applied as provided in this AgreementAgreement and the ABL/Term Loan Intercreditor Agreement (and any other applicable intercreditor agreement). In the event that, notwithstanding the provisions of this Section 6.13Subsection 4.16, any Qualified Loan Party receives or otherwise has dominion and control of any such proceeds or collectionscollections required to be transferred to the Core Concentration Account pursuant to Subsection 4.16(c), such proceeds and collections shall be held in trust by such Qualified Loan Party for the Administrative Agent, shall not be commingled with any of such Qualified Loan Party’s other funds or deposited in any bank account of such Qualified Loan Party (other than any bank account by which such Qualified Loan Party received or acquired dominion or control over such proceeds and shall, not later than the Business Day after receipt thereof, collections or with any funds in such bank account) and shall promptly be deposited into the Core Concentration Account or dealt with in such other fashion as such Qualified Loan Party may be instructed by the Administrative Agent. During the continuation of a Cash Dominion Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Cash Dominion Trigger Event described in clause (b) of the definition thereof shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (i) Upon So long as no Dominion Event has occurred and is continuing, the request Qualified Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (j) Any amounts held or received in the Core Concentration Account (including all interest and other earnings with respect hereto, if any) at any time (x) when all of the Administrative Agentmonetary obligations due and owing hereunder and under the other Loan Documents have been satisfied or (y) all Dominion Events have been cured or waived, shall (subject in the case of clause (x) to the provisions of the applicable intercreditor agreement), be remitted to the operating bank account of the applicable Qualified Loan Party. (k) Notwithstanding anything herein to the contrary, the Loan Parties shall cause bank statements and/or other reports be deemed to be delivered in compliance with the requirements set forth in this Subsection 4.16 during the initial 90 day period commencing on the Closing Date to the extent that the arrangements described above are established and effective not later than the date that is 90 days following the Closing Date or such later date as the Administrative Agent not less often than monthlyAgent, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth aboveits sole discretion, may agree.