Common use of Cash Management Clause in Contracts

Cash Management. (a) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date: (i) deliver to the Lender copies of notifications (each, a “Credit Card Notification”) reasonably satisfactory in form and substance to the Lender which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b) to the Disclosure Schedule; and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Lender with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Prior to the occurrence of a Cash Dominion Event, ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to 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 subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors and credit card issuers. (c) After the occurrence and during the continuance of a Cash Dominion Event, (i) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.002,500, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors. processors and credit card issuers and (iii) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Lender at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (ivv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (vvi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the 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 U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Dominion Event, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent Lender, 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the AgentLender. (de) Upon the request of the AgentLender, cause bank statements and/or other reports to be delivered to the 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) (i) On or prior to the Closing Date, deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b) to the Disclosure Letter, and (ii) 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 Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) [Reserved]. (c) The Loan Parties shall 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 Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (id) After Each Blocked Account Agreement shall require, upon notice from Agent which notice shall be delivered only after the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) (net of any minimum balance, not to 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 account maintained by the Agent at ▇▇▇▇▇ Fargo (the “Concentration Account”), of all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (ce) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (df) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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. 7.1.10.1 On or prior to the Closing Date, the Loan Parties shall: (ai) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”), each in form and substance reasonably satisfactory to the Administrative Agent, which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.1.17.1; and (ii) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Administrative Agent with each Blocked Account Bank on terms consistent with the provisions of Section 7.1.10.3 hereof (collectively, the “Blocked Accounts”). 7.1.10.2 The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts in excess of $2,500 on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After 7.1.10.3 Each Blocked Account Agreement shall require after the occurrence and during the continuance of a Cash Dominion Event, cause Trigger Event Election or an Event of Default the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained at PNC or, with respect to the Canadian Borrower and its Subsidiaries, to the concentration account maintained at PNC Canada (each, as further described in a certain confidential side letter of even date herewith, a “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 proceeds of collections of Accounts; (iii) all Net Proceeds, Proceeds and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) Within the time periods set forth below: (i) On or prior to thirty (30) days following the Closing Date, deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (ii) On or prior to the Closing Date, deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) On or prior to the Closing Date, enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than Monday and Friday of each week (or, in each case, on the next succeeding Business Day if any such Monday or Friday is not a Business Day) (or with such greater frequency as is necessary such that at no time is there a balance in any individual DDA in excess of $5,000), consistent with past practices (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA and all payments due from credit card processors; provided that, upon the occurrence of a Cash Dominion Event, the Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in the then contents of each DDA (net of the sum of (A) any minimum balance, not to 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, plus (B) and all payments due from credit card processorsother amounts received after 4:00 p.m. on any day of an ACH or wire transfer). (ic) After Each Blocked Account Agreement (other than with respect to operating accounts) shall require after the occurrence and during the continuance of a Cash Dominion Event, cause Event the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of the sum of (A) any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained, plus (B) other amounts received after 4:00 p.m. on any day of an ACH or wire transfer); and); (v) the then entire ledger balance of each Blocked Account (net of the sum of (A) any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account DDA by the Blocked Account Bankdepository institution at which such DDA is maintained, plus (B) other amounts received after 4:00 p.m. on any day of an ACH or wire transfer); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (de) 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. (f) Within ninety (90) days following the Closing Date, the Loan Parties shall have (i) closed all DDAs consisting of concentration accounts and all operating accounts maintained by the Loan Parties at The Huntington National Bank or any of its Affiliates, and (ii) provided to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, evidence demonstrating the closure of such concentration accounts and operating accounts.

Cash Management. (a) The Loan Parties shall, at all times, maintain cash management arrangements and procedures reasonably satisfactory to Agent; provided that no later than 60 days after the Closing Date (or such longer period as the Agent may agree in its Permitted Discretion), the Borrower and the other Loan Parties will maintain their primary concentration and collection accounts, their primary disbursement and operating accounts, and their primary treasury management services with the Agent or its affiliates. (b) Each of the Loan Parties shall: (i) on or prior to the Closing Date, deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each of such Loan Party’s Credit Card Processors which Credit Card Processors are listed on Schedule 5.24(b); and (ii) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each bank at which one or more Blocked Accounts are maintained (each, a “Blocked Account Bank”) covering such Blocked Accounts; provided that, such Blocked Account Agreements may be put in place within sixty (60) days following the Closing Date (or such longer period as the Agent may agree in its Permitted Discretion). (c) The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account subject to a Blocked Account Agreement all of the following (other than, in each case, amounts maintained in any Excluded DDA or proceeds from the sale of Inventory in the Loan Parties’ retail stores on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors.one or more Retail DDAs): (i) After the occurrence and during the continuance all proceeds of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank collections of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and Accounts; (ii) after the occurrence all net proceeds, and during the continuance of an Event of Defaultall other cash payments, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable a Loan Party from all sources, including, without limitation, the following:any Person or from any source or on account of any sale or other transaction or event; (iiii) 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); (iiiv) all other proceeds of collections of Accounts;Collateral; 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (ivv) the then contents of each DDA (other than any Excluded DDA or Retail DDA) (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept 300,000 in the aggregate for all DDAs (other than any Excluded DDA or Retail DDA) at any time). (d) The Loan Parties shall promptly (and, in any event, within two (2) Business Days) ACH or wire transfer (and whether or not there are then any outstanding Obligations) to a Blocked Account subject DDA to a Blocked Account Agreement all amounts on deposit in each of the Retail DDAs to the extent that those amounts exceed: (i) $75,000 on deposit in any individual Retail DDA, or (ii) $4,000,000 on deposit in all Retail DDAs in the aggregate. (e) Upon the occurrence and during the continuance of a Cash Dominion Event and receipt of notice from the Agent (and whether or not there are then any outstanding Obligations), in addition to the requirements set forth in clause (c) above: (i) the Loan Parties shall ACH or wire transfer no less frequently than daily to a concentration account maintained by the depository institution Agent at which such Bank of America (the “Collection Account”) the then contents of each DDA is maintained(other than any Excluded DDA) (net of any minimum balance, not to exceed $300,000 in the aggregate for all DDAs (other than any Excluded DDA) at any time); and (vii) the Loan Parties shall, and shall cause each Blocked Account Bank to, ACH or wire transfer no less frequently than daily to the Collection Account the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500 for each Blocked Account, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (cf) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations Obligations, and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Cash Dominion Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. Notwithstanding the foregoing, to the extent that no Obligations are outstanding, any amounts deposited in the Collection Account shall be disbursed by the Agent to such depository accounts as may be designated by the Borrower. (dg) Upon the reasonable request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer (i) prior to the occurrence and continuance of an Event of Default, periodically in accordance with past practices of the Loan Parties, but in no event less frequently than every fifth Business Day, and (ii) upon the occurrence and during the continuance of an Event of Default, as frequently as requested by the Administrative Agent (and in each case whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA. The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due received from credit card processors. (ic) After Each Blocked Account Agreement shall require after the occurrence and during the continuance of a Cash Dominion Event, cause Event the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (de) 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. Borrower shall, and shall cause its Domestic Subsidiaries to: (a) ACH establish and maintain all of their domestic deposit and disbursement bank accounts with the Administrative Agent or wire transfer no less frequently than daily with other Lenders that (together with the applicable Loan Party) have executed and whether delivered to the Administrative Agent Blocked Account Agreements, in form and substance reasonably acceptable to the Administrative Agent (each, a “Blocked Account”); provided, however, that (i) Frontstep and its Subsidiaries may maintain deposit and disbursement bank accounts that are not Blocked Accounts at any time prior to September 30, 2003, so long as (A) the aggregate balance maintained in such accounts does not exceed (x) $250,000 at any time on or not there are then any outstanding Obligationsbefore April 30, 2003 and (y) $100,000 thereafter, unless the Borrower eliminates such excess within five (5) Business Days of such occurrence and (B) the Borrower sweeps the funds in such accounts to a Blocked Account all amounts on deposit at least monthly; (ii) the Borrower may maintain its “User Conference Operating Account” in each DDA (net of any minimum balance, an account that is not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed at any time prior to September 30, 2003, so long as (A) the “U.S. Concentration Account”balance maintained in such account does not exceed $250,000, unless the Borrower eliminates such excess within five (5) Business Days of such occurrence, and (iiiii) the Borrower and its Subsidiaries may maintain two bank accounts with Fleet Bank existing on the Closing Date that are not Blocked Accounts at any time prior to April 30, 2003, so long as (A) the aggregate balance maintained in such accounts does not exceed $100,000 at any time, unless the Borrower eliminates such excess within five (5) Business Days of such occurrence and (B) the Borrower sweeps the funds in such accounts to a Blocked Account at least monthly; (b) each Blocked Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which Borrower and each of its Subsidiaries shall have granted a Lien to Administrative Agent, on behalf of itself and Lenders; (c) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Accounts and other Collateral into Blocked Accounts; and (d) at any time after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the AgentRequired Lenders, the Borrower will, and will cause each other Loan Party to, cause bank statements and/or all payments constituting proceeds of Accounts or other reports Collateral to be delivered directed into lockbox accounts under agreements in form and substance satisfactory to the 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 aboveAdministrative Agent.

Cash Management. (a) On or before the date required pursuant to Section 6.19, (or such later date as the Agent shall agree in its sole discretion): (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G, which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 6.19; and (ii) enter into a Control Agreement with each Cash Management Bank (the accounts covered by such Control Agreements, collectively, the “Blocked Accounts”). (b) Whether or not a Cash Dominion Event has occurred and is continuing, the Loan Parties shall (i) ACH or wire transfer no less frequently than daily transfer, with such frequency as is consistent with their respective business practices in effect on the Closing Date or as otherwise agreed to by the Agent (and whether or not there are then any outstanding Obligations) to a Blocked Account or the Concentration Account, all amounts on deposit and available in each DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject such DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors. (i) After the occurrence and maintained provided, that, during the continuance of a Cash Dominion Event, cause such minimum balance shall not exceed the ACH greater of $2,500 individually or wire transfer the minimum balance required by any applicable Cash Management Bank, but in any event not more than $2,000,000 in the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) aggregate, and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations)A) all cash receipts, all cash receipts collections of Accounts and collections received by each applicable Loan Party from all sourcesother proceeds of the sales of Inventory and other Collateral, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required Event to be kept deposited into a Blocked Account, and (iii) cause all funds in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required and payments due from credit card processors to be kept forwarded with such frequency as is consistent with their respective business practices in effect on the subject Blocked Account Closing Date (which Borrower acknowledges is on a daily basis on each Business Day) or as otherwise agreed to by the Blocked Account Agent to a deposit account maintained by Borrower at ▇.▇. ▇▇▇▇▇▇ Chase Bank), N.A. (or such other depositary institution (which shall be a Lender or an Affiliate of a Lender at the time such account is established or a nationally recognized banking institution or another bank acceptable to the Agent) as the Borrower may select from time to time; the “Concentration Account”) which is subject to a Control Agreement. (c) Each At any time that a Cash Dominion Event exists, after delivery of a notice thereof from the Agent (at Agent’s option or at the request of the U.S. Required Lenders) to the applicable Cash Management Bank), the Cash Management Bank shall ACH or wire transfer no less frequently than once each Business Day all funds in such Concentration Account and any other Blocked Account to the Canadian Agent Payment Account. (d) The Concentration Account shall at all times be under the sole dominion and control of the Agentsubject to a Control Agreement, except as permitted pursuant to Section 6.19. The Loan Parties hereby acknowledge and agree that (i) upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and (iii) upon the occurrence and during the continuation of a Cash Dominion Event, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration and any other Blocked Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, if at any time during the continuation of a Cash Dominion Event, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party (other than a Blocked Account) and shall, not later than the Business Day after receipt thereof, be deposited into the U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the written request of the AgentAgent at any time that a Cash Dominion Event exists, the Loan Parties shall use commercially reasonable efforts to cause bank statements and/or other reports to be delivered to the Agent not less often than monthlymonthly (or at such other intervals as the applicable Cash Management Bank customarily provides such bank statements and/or other reports).. (f) So long as no Cash Dominion Event has occurred and is continuing, accurately setting forth all amounts deposited in each Blocked Loan Parties may add or replace a DDA or Cash Management Bank provided, that, no later than thirty (30) days after the time of the opening of such Deposit Account, the applicable Loan Party and such applicable Cash Management Bank shall have executed and delivered to Agent a Control Agreement (including any acknowledgement and agreement of the Cash Management Bank or securities intermediary with respect thereto). Notwithstanding the foregoing, Borrower may not establish a new Concentration Account after the date hereof, without prior notice to ensure Agent and delivery of a Control Agreement, contemporaneously with the proper transfer opening of funds such Concentration Account. (g) So long as set forth aboveno Cash Dominion Event has occurred and is continuing, Loan Parties may add or replace Credit Card Processors and Credit Card Issuers and shall upon such addition or replacement provide to Agent no later than fifteen (15) days after the time of entering into such new arrangements, applicable Credit Card Notifications.

Cash Management. (a) 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 H which have been executed on behalf of the Borrower and delivered to each depository institution listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of the Borrower and delivered to the Borrower’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) enter into a blocked account agreement (each, a “Blocked Account Agreement”) satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Each DDA Notification and Credit Card Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each such DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require after the occurrence and during the continuance of a Cash Dominion Event, cause Event the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party the Borrower from any Person or from any source or on account of any Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Borrower hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have Borrower has no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party the Borrower receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party the Borrower for the Agent Administrative Agent, shall not be commingled with any of such Loan Partythe Borrower’s other funds or deposited in any account of such Loan Party the Borrower and shall, not later than the Business Day after receipt thereof, be deposited into the U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party the Borrower may be instructed by the Administrative Agent. (de) Upon the request of the Administrative Agent, the Borrower 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) On or prior to the Closing Date, each of the Loan Parties shall: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each of such Loan Party’s Credit Card Processors which Credit Card Processors are listed on Schedule 5.25(b); and (ii) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each bank at which one or more Blocked Accounts are maintained (each, a “Blocked Account Bank”) covering such Blocked Accounts; provided that, such Blocked Account Agreements may be put in place within sixty (60) days following the Closing Date (or such longer period as the Agent may agree in its Permitted Discretion). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account subject to a Blocked Account Agreement all of the following (other than, in each case, amounts maintained in any Excluded DDA or proceeds from the sale of Inventory in the Loan Parties’ retail stores on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors.one or more Retail DDAs): (i) After the occurrence and during the continuance all proceeds of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank collections of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and Accounts; (ii) after the occurrence all net proceeds, and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all other cash receipts and collections payments received by each applicable a Loan Party from all sources, including, without limitation, the following:any Person or from any source or on account of any sale or other transaction or event; (iiii) 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;; and (iv) the then contents of each DDA (other than any Excluded DDA or Retail DDA) (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept 300,000 in the aggregate for all DDAs (other than any Excluded DDA or Retail DDA) at any time). (c) The Loan Parties shall promptly (and, in any event, within two (2) Business Days) ACH or wire transfer (and whether or not there are then any outstanding Obligations) to a Blocked Account subject DDA to a Blocked Account Agreement all amounts on deposit in each of the Retail DDAs to the extent that those amounts exceed: (i) $50,000 on deposit in any individual Retail DDA, or (ii) $5,000,000 on deposit in all Retail DDAs in the aggregate. (d) Upon the occurrence and during the continuance of a Cash Dominion Event and receipt of notice from the Agent (and whether or not there are then any outstanding Obligations), in addition to the requirements set forth in clause (b) above: (i) the Loan Parties shall ACH or wire transfer no less frequently than daily to a concentration account maintained by the depository institution Agent at which such Bank of America (the “Collection Account”) the then contents of each DDA is maintained(other than any Excluded DDA) (net of any minimum balance, not to exceed $300,000 in the aggregate for all DDAs (other than any Excluded DDA) at any time); and (vii) the Loan Parties shall, and shall cause each Blocked Account Bank to, ACH or wire transfer no less frequently than daily to the Collection Account the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500 for each Blocked Account, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (ce) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations Obligations, and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Cash Dominion Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. Notwithstanding the foregoing, to the extent that no Obligations are outstanding, any amounts deposited in the Collection Account shall be disbursed by the Agent to such depository accounts as may be designated by the Borrower. (df) Upon the reasonable request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) Each Loan Party shall, within (x) 90 days in respect of any Concentration Account, and (y) 120 days in respect of any other account, in each case, after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion (such consent not to be unreasonably withheld, delayed or conditioned)), (i) in the case of any US Loan Party, require that all cash payments in respect of Accounts owed to such US Loan Party be remitted to a lockbox maintained by any US Loan Party (the “US Lockbox”) or a Material Account of any US Loan Party, (ii) in the case of any Canadian Loan Party, require that all cash payments of Accounts owed to any Canadian Loan Party be remitted to a lockbox maintained by any Canadian Loan Party (the “Canadian Lockbox” and, together with the US Lockbox, the “Lockboxes”) or a Material Account of any Canadian Loan Party, (iii) except as provided in Section 5.15(b), instruct the financial institution that maintains any US Lockbox to cause all amounts on deposit and available at the close of each Business Day in such Lockbox (net of any Required Minimum Balance), to be swept to one or more concentration deposit accounts maintained by any US Loan Party (each, a “US Concentration Account”) not less frequently than on a daily basis, (iv) except as provided in Section 5.15(b), instruct the financial institution that maintains such Canadian Lockbox to cause all amounts on deposit and available at the close of each Business Day in such Lockbox (net of any Required Minimum Balance), to be swept to one or more concentration deposit accounts maintained by any Canadian Loan Party (each, a “Canadian Concentration Account” and, together with the US Concentration Account, the “Concentration Accounts”) not less frequently than on a daily basis; (v) enter into a blocked account agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Administrative Agent, with the applicable Loan Party, the Administrative Agent and any financial institution with which such Loan Party maintains a Concentration Account or Material Account (collectively, the “Blocked Accounts”) and (vi) deposit (or cause to be deposited) promptly (and in any event no later than the first Business Day after receipt thereof) all collections on Accounts (including those sent directly by an Account Debtor) into a Blocked Account covered by a Blocked Account Agreement. From and after such 90th and the 120th day, respectively, after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion (such consent not to be unreasonably withheld, delayed or conditioned)), each Loan Party shall ensure that this Section 5.15(a) is satisfied at all times. (b) Each Blocked Account Agreement relating to any Blocked Account shall require, after the delivery of notice of a Cash Dominion Period by the Administrative Agent to the Lead Borrower and the other parties to such instrument or agreement (which the Administrative Agent may, or upon the request of the Required Lenders shall, provide upon its becoming aware of such a Cash Dominion Period), by ACH or wire transfer no less frequently than daily once per Business Day (unless the Termination Date has occurred), of all available Cash balances, Cash receipts and whether or not there are then any outstanding Obligations) to a Cash Equivalents, including the ledger balance of each Concentration Account and each other Blocked Account all amounts on deposit in each DDA (net of any such minimum balance, not to exceed $2,500.00, 500,000 per account or $5,000,000 in the aggregate for all such accounts as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the bank at which such Blocked Account Bankis maintained (the “Required Minimum Balances”)), to an account maintained under the sole dominion and control of the Administrative Agent (the “Administrative Agent Account”). All amounts received in the Administrative Agent Account shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.11(a)(iii)); provided that if the circumstances described in Section 2.18(b) or (c) are applicable, such amounts shall be applied in accordance with such Section 2.18(b) or (c), as applicable. In such event, each Loan Party agrees that it will not otherwise direct the proceeds of any Blocked Account. (c) Each Provided that no Cash Dominion Period then exists, the Loan Parties may close any then-existing Deposit Account or Securities Account. The Loan Parties may open any new Deposit Account or Securities Account, subject, unless such Deposit Account or Securities Account constitutes an Excluded Account or otherwise constitutes an Excluded Asset (provided that upon such Deposit Account or Securities Account ceasing to constitute an Excluded Account and an Excluded Asset, such Deposit Account or Securities Account shall be subject to this Section 5.15), to the execution and delivery to the Administrative Agent of a Blocked Account Agreement in respect of such newly opened Deposit Account or Securities Account consistent with the provisions of this Section 5.15 and otherwise reasonably satisfactory to the Administrative Agent within 90 days of the U.S. opening thereof (or such longer period as the Administrative Agent may reasonably agree); it being understood and agreed that, (x) notwithstanding the foregoing, in the event such newly opened Deposit Account or Securities Account constitutes a Concentration Account such Concentration Account shall be subject to a Blocked Account Agreement consistent with the provisions of this Section 5.15 and otherwise reasonably satisfactory to the Canadian Concentration Administrative Agent from and after the date of opening thereof (or such longer period as the Administrative Agent may reasonably agree) and (y) in the event that any Loan Party acquires any Deposit Account or Securities Account in connection with any Specified Transaction, such Loan Party shall be required to enter into a Blocked Account Agreement with respect to such acquired Deposit Account or Securities Account within 120 days following the date of such Specified Transaction (or such longer period as the Administrative Agent may reasonably agree) unless such Loan Party has closed such Deposit Account or Securities Account (or such Deposit Account or Securities Account constitutes an Excluded Account or otherwise constitutes an Excluded Asset) prior to such time. (d) The Administrative Agent Account shall at all times be under the sole dominion and control of the 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 U.S. Concentration Account or the Canadian Concentration Administrative Agent Account, (ii) the funds on deposit in the U.S. Concentration Administrative Agent Account shall at all times continue to be collateral security for all of the Obligations applicable Secured Obligations, and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Administrative Agent Account shall be applied to the Obligations as provided in this Agreement and (ivSections 2.11(a)(iii), 2.18(b) the funds on deposit in the Canadian Concentration Account shall be applied or 2.18(c), as applicable, and, to the Canadian Liabilities as provided in this extent such funds constitute US Collateral, the ABL Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 6.125.15, any Loan Party receives or otherwise has dominion and and/or control of any such cash receipts or collectionsamount required to be transferred to the Administrative Agent Account pursuant to Section 5.15(b), such receipts and collections amount shall be held in trust by such Loan Party for the Agent Administrative Agent, and 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, promptly be deposited into the U.S. Concentration Administrative Agent Account or the Canadian Concentration Account, as applicable, or dealt with otherwise transferred in such other fashion manner as such Loan Party the Administrative Agent may be instructed by the Agentrequest. (de) Upon the commencement of a Cash Dominion Period and for so long as the same is continuing, upon delivery of notice by the Administrative Agent to the Lead Borrower (which the Administrative Agent may, or upon the request of the AgentRequired Lenders shall, cause bank statements and/or other reports to provide upon its becoming aware of such a Cash Dominion Period), the Administrative Agent may direct that all amounts in the Blocked Accounts be delivered paid directly to the Administrative Agent not less often than monthlyAccount. So long as no Cash Dominion Period is continuing in respect of which the Administrative Agent has delivered the notice contemplated by this Section 5.15, accurately setting forth all amounts deposited in each Blocked Account to ensure relevant Loan Party may direct, and shall have sole control over, the proper transfer disposition of funds as set forth abovein the Blocked Accounts and Concentration Accounts.

Cash Management. (a) On or prior to the ninetieth day following the Closing Date (or such longer period as may be agreed by the Administrative Agent in its sole discretion): (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 6.13; and (ii) enter into a blocked account agreement (each, a “Blocked Account Agreement”) substantially in the form attached as Exhibit K or such other form as reasonably acceptable to the Administrative Agent with respect to each Deposit Account of any Loan Party (other than Excluded Accounts) with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Each Credit Card Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) of all proceeds therefrom to a Blocked Account. Each Blocked Account Agreement shall require, after notice from the Collateral Agent to a Blocked Account Bank of the occurrence of a Cash Dominion Event (and until the Collateral Agent notifies such Blocked Account Bank that such Cash Dominion Event has terminated), the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Collateral Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed JPMCB (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)of the Loan Parties; (ii) all proceeds of collections of Accounts; (iii) all Net Cash Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); andDDA; (v) the then entire ledger balance of each Blocked Account Account; and (vi) the net proceeds of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank)all credit card charges. (c) Each During the continuance of a Cash Dominion Event, the Loan Parties shall provide the Collateral Agent with an accounting of the U.S. contents of the Blocked Accounts and the Concentration Account, which shall identify, to the satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Canadian 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 Facility the proceeds of the Term Priority Collateral received by the Administrative Agent. (d) 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date, the Loan Parties shall: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) deliver to the Administrative Agent a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank executed and delivered by the applicable Loan Party and such Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion EventTrigger Event and notice from the Administrative Agent or the Required Lenders, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic Concentration Account”) (in the case of any Domestic Loan Party) or maintained by the Canadian Agent at Bank of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by aggregate for all DDAs the depository institution at which such DDA is maintainedamount equal to the Target Amount); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (cd) Each The Domestic Concentration Account shall at all times be under the sole dominion and control of the U.S. Concentration Account Collateral Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. each Domestic Concentration Account shall at all times be collateral security for all of the Obligations and Obligations, (iii) the funds on deposit in the each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement Liabilities and Foreign Liabilities and (iv) the funds on deposit in the Canadian Concentration Account Accounts shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Trigger Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Domestic Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agents. Notwithstanding the foregoing, to the extent that no Obligations are outstanding any amounts deposited in the Domestic Concentration Account and the Canadian Concentration Account shall be disbursed by the Administrative Agent or Canadian Agent, as applicable to such depository accounts as may be designated by the applicable Borrower. (de) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent Agents 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) On or prior to the Closing Date: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a blocked account agreement (each, a “Blocked Account Agreement”) satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Each Credit Card Notification shall require the ACH or wire transfer no less frequently than daily each Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.005,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (ivSections 2.05(e) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities or 8.03, as provided in applicable, of this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (de) 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) On or prior to the Closing Date, deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit L which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.17(b). (b) Within ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in writing), enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank with respect to each DDA maintained with such Blocked Account Bank having funds on deposit in excess of $500,000 in any such DDA, and $2,000,000 (or $4,000,000 during the months of November and December of each year) in all such DDAs (collectively, the “Blocked Accounts”). (c) To the extent the balance on deposit in any DDA exceeds $7,500, cause the ACH or wire transfer no less frequently than daily the morning of the Business Day following the Business Day on which the balance in any such DDA exceeds $7,500 (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (other than a DDA which is a Blocked Account) in excess of $500,000 in any such DDA and $2,000,000 in all such DDAs (net of any minimum balance, not to exceed $2,500.007,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processorsprocessors and credit card issuers. (id) After the occurrence and during the continuance of During a Cash Dominion EventTrigger Period, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily or in cause of clauses (iv) and (v) below, the morning of the Business Day following the Business Day on which the balance in any DDA referred to therein exceeds $7,500 (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceedsnet cash proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.007,500.00, as the Borrower may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.007,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (ce) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times during a Cash Dominion Trigger Period, be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, without the consent of the Administrative Agent, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian LiabilitiesObligations, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the any funds remaining on deposit in the Canadian Concentration Account after payment in full of the Obligations that are then due and payable shall be applied promptly (and in any event not later than the next Business Day after the receipt thereof) remitted to the Canadian Liabilities as provided in Loan Parties to be used for any purpose not inconsistent with this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.15, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 following the receipt thereof, be deposited into the U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (df) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) Maintain the Borrowing Base Eligible Cash Collateral Account at all times that Borrowing Base Eligible Cash Collateral is included in the Borrowing Base. Borrower agrees that it shall have no rights of withdrawal from such account (i) during a Cash Dominion Trigger Period and (ii) unless Borrower has delivered notice and an updated Borrowing Base Certificate in accordance with Section 6.02(c) (it being understood and agreed that only the cash position in the previously delivered Borrowing Base Certificate needs to be updated) reflecting that no Overadvance shall exist immediately after giving effect to such withdrawal.

Cash Management. (a) On or prior to the Effective Date: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in other than the subject DDA by the depository institution at which such DDA is maintainedTrust Account) and all payments due received by any Loan Party from credit card processorsprocessors to a Blocked Account. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Administrative Agent’s Account”) all cash receipts and collections received by each applicable the Loan Party from all sourcesParties, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory (including including, without limitation, proceeds of credit card charges) 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (other than the Trust Account), net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (other than the Trust Account), net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13(c), any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections after the occurrence and during the continuance of a Cash Dominion Event, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Administrative Agent’s Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (d) Upon the occurrence and 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 Administrative Agent’s Account, which shall identify, to the reasonable satisfaction of the Administrative Agent, the proceeds from the Notes Priority Collateral which were deposited into a Blocked Account and swept to the Administrative Agent’s Account. Upon the receipt of (i) the contents of the Blocked Accounts, and (ii) such accounting, the Administrative Agent agrees to promptly remit to the Indenture Trustee the proceeds of the Notes Priority Collateral received by the Administrative Agent. (e) The Administrative Agent’s 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 Administrative Agent’s Account, (ii) the funds on deposit in the Administrative Agent’s Account shall at all times be collateral security for all of the Obligations and (iii) after the occurrence and during the continuance of a Cash Dominion Event, the funds on deposit in the Administrative Agent’s Account shall be applied as provided in Sections 2.05(f) or 8.03, as applicable, of this Agreement. (f) 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. So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts (other than the Administrative Agent’s Account). Any amounts held or received in the Administrative Agent’s Account at any time when no Cash Dominion Event exists shall be promptly remitted to an account of the Lead Borrower, or as the Lead Borrower may otherwise direct.

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing Letter: (i) deliver to the Administrative Agent (with respect to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank maintained by the Loan Parties as of the Closing Date with respect to each DDA specified by the Agents (other than payroll and other specific DDAs as may be acceptable to the Agents) established or maintained by any Loan Party as of the Closing Date with such Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Subject to the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of any such minimum balancebalance consistent with past practices, but not to exceed $2,500.00, as may be required to be kept 200,000 in the subject DDA by the depository institution at which such DDA is maintainedaggregate for all DDAs in any event) and all payments due received by any Loan Party from credit card processors. (ic) After the occurrence and during the continuance of a Cash Dominion EventEvent (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, cause as applicable, to the Lead Borrower and the applicable Blocked Account Bank), the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic Concentration Account”) (in the case of any Domestic Loan Party) or maintained by the Canadian Agent at Bank of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) all cash receipts and collections received by each applicable the Loan Party from all sourcesParties (other than Operating Cash, and Cash Equivalents being held in accordance with the terms of the proviso at the end of the definition of “Permitted Investments”), including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateralother than Operating Cash); (ii) all proceeds of collections of AccountsAccounts of the Loan Parties; (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 Disposition sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then contents cash balance of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept 200,000 in the subject DDA by the depository institution at which such DDA is maintained); andaggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept 200,000 in the subject aggregate) for all Blocked Account Accounts combined; and (vi) the cash proceeds of all credit card charges received by the Blocked Account Bank)any Loan Party. (cd) Each The Domestic Concentration Account shall at all times be under the sole dominion and control of the U.S. Concentration Account Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. each Domestic Concentration Account shall at all times be collateral security for all of the Secured Obligations and (as defined in the Security Agreement), (iii) the funds on deposit in the each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections (other than Operating Cash, and Cash Equivalents being held in accordance with the terms of the proviso at the end of the definition of “Permitted Investments”) while a Cash Dominion Event Exists, such receipts proceeds and collections shall be held in trust by such Domestic Loan Party for the Administrative Agent and by such Canadian Loan Party for the Canadian 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 U.S. Domestic Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent or the Canadian Agent, as applicable. (de) Upon the request of the Administrative Agent, the Domestic 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. Upon the request of the Canadian Agent, the Canadian 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. So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. Any amounts held or received in the Domestic Concentration Account at any time when no Cash Dominion Event exists or while no Loans are outstanding (except as provided in Section 8.02) shall be promptly remitted to an account of the Lead Borrower, or as the Lead Borrower may otherwise direct. Any amounts held or received in the Canadian Concentration Account at any time when no Cash Dominion Event exists or while no Loans are outstanding (except as provided in Section 8.02) shall be promptly remitted to an account of the Canadian Borrower or as the Canadian Borrower may otherwise direct. (f) The Loan Parties shall not permit cash in an aggregate amount in excess of 10% of the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Base, each as then in effect (other than (i) “store” cash, cash held in local, non-concentration deposit accounts, cash in transit between stores and depository accounts and cash receipts from sales in the process of inter-account transfers, in each case as a result of the ordinary course operations of the Loan Parties, and (ii) to the extent necessary for the Loan Parties to satisfy in the ordinary course of their business the current liabilities incurred by them in the ordinary course of their business and without acceleration of the satisfaction of such current liabilities) to accumulate and be maintained in the deposit accounts or Cash Equivalents of the Loan Parties; provided, however, that the Loan Parties’ obligations under this Section 6.13(f) shall be suspended if and for so long as there are no Loans outstanding.

Cash Management. (a) ACH On or wire transfer no less frequently than daily prior to the day which is ninety (90) days following the Effective Date (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), cause all Deposit Accounts that are concentration and whether or not there are then any outstanding Obligations) controlled disbursement accounts of the Loan Parties to be maintained with Bank of America pursuant to such documentation as the Agent may reasonably request, including, without limitation, a Blocked Account all amounts Agreement satisfactory in form and substance to the Agent with respect to each such Deposit Account (collectively, the “Blocked Accounts”); provided that, so long as no Cash Control Event has occurred and is continuing, the Borrower shall be permitted to maintain up to $1,000,000 in the aggregate in any disbursement account(s) which are not held by Bank of America (such account(s), the “Excluded Accounts”); it being understood that no Blocked Account Control Agreements or other control agreements shall be required in respect of the Excluded Accounts, provided that the aggregate amount on deposit in each DDA (net of any minimum balance, the Excluded Accounts does not to 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) and all payments due from credit card processorsamounts set forth above. (ib) After the occurrence and during the continuance of a Cash Dominion Control Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations)daily, all cash receipts and collections received by each applicable Loan Party from all sources, whether or not constituting Collateral, 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents entire ledger balance of each DDA Blocked Account, Excluded Account or any other Deposit Account of the Loan Parties (in each case, net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00 per account, as may be required to be kept in the subject Blocked Account or other Deposit Account by the applicable Blocked Account BankBank or depository). (c) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Control Event, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the repayment of the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Without limiting the provisions of this Section 6.12, during the continuance of a Cash Control Event, the Borrower shall maintain a minimum cash balance at all times of not less than $5,000,000 in a Blocked Account. Such amounts shall be used solely for such purposes as the Agent may agree in connection with the realization on the Collateral. (e) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the date which is sixty (60) days following the Closing Date (as such time period may be extended by the Agent in its sole discretion), (i) deliver to the Agent copies of notifications in the form of Exhibit H hereto (each, a “Credit Card Notification”), or otherwise reasonably satisfactory in form and substance to the Agent which have been executed by the applicable Loan Parties and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed in the Perfection Certificate with respect to which the Loan Parties have established credit card processing arrangements independent of SHC and its Subsidiaries, and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank set forth on Schedule 6.12. (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Loan Agreement Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due received from credit card processorsall Credit Card Issuers and Credit Card Processors and from SHC and its Subsidiaries pursuant to the Separation Agreements. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Agent at Bank of America or with another Domestic Lender reasonably satisfactory financial institution acceptable to the Agent with whom a Blocked Account Agreement has been executed in its sole discretion (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Loan Agreement Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments Proceeds received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0050,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); All funds in each DDA and each Blocked Account 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. (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Agent. 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 U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Dominion Event, (A) unless the Loan Agreement Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Collection Account shall at all times be collateral security for all of applied to the Canadian LiabilitiesLoan Agreement Obligations as provided in Section 2.05(e) hereof, and (iiiB) if the Loan Agreement Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementSection 8.03 hereof. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon entering into any agreements with any new Credit Card Issuer or Credit Card Processor, the Loan Parties shall deliver to the Agent a Credit Card Notification as set forth in Section 6.12(a) hereof. (f) The Agent agrees that (1) it shall not direct any Credit Card Issuer or Credit Card Processor to transfer any proceeds pursuant to any Credit Card Notification unless a Cash Dominion Event has occurred and is continuing and (2) if any Loan Party shall so request, unless a Cash Dominion Event has occurred and is continuing, the Agent shall countersign any notification, request, order or direction from such Loan Party to any Credit Card Issuer or Credit Card Processor directing payments from such Credit Card Issuer or Credit Card Processor to be made to a new or different DDA, provided such DDA is a Blocked Account. (g) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Third Restatement Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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. (ai) On the Closing Date (as such time period may be extended by the Agent in its sole discretion), deliver to the Agent copies of notifications in the form of Exhibit G hereto (each, a “Credit Card Notification”), or otherwise reasonably satisfactory in form and substance to the Agent which have been executed by the applicable Loan Parties and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed in the Perfection Certificate, and (ii) other than with respect to Bank of Montreal (which shall be delivered on the Closing Date), on or prior to the date that is sixty (60) days following the Closing Date (as such time period may be extended by the Agent in its sole discretion), enter into a Blocked Account Agreement with each Blocked Account Bank set forth on Schedule 6.12. (b) Cause the ACH or wire transfer no less frequently than daily daily, or, so long as no Cash Dominion Event has occurred and is continuing, as to the DDAs identified as “Inlet Accounts” on the Perfection Certificate, monthly (provided that the Loan Parties shall not maintain an amount greater than $1,000,000 in the aggregate with respect to such Inlet Accounts at any time outstanding), and as to additional DDAs that are not Blocked Accounts, weekly (provided that the Loan Parties shall not maintain an amount greater than $50,000 in the aggregate at any time in such additional DDAs that are not Blocked Accounts) (and in each case, whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due received from credit card processorsall Credit Card Issuers and Credit Card Processors and from SHC and its Subsidiaries pursuant to the Separation Agreements. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties subject to the concentration account maintained at Bank of America or Intercreditor Agreement with another Domestic Lender reasonably satisfactory respect to Term Loan Priority Accounts (as defined therein), upon the Agent with whom a Blocked Account Agreement has been executed (request from the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of DefaultAgent, cause the ACH or wire transfer to the collection account maintained by the Canadian Loan Parties to the concentration account maintained Agent at Bank of America-Canada Branch ▇▇▇▇▇ Fargo or with another Canadian Lender reasonably satisfactory financial institution acceptable to the Agent with whom a Blocked Account Agreement has been executed in its sole discretion (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments net proceeds received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Eventof ABL Priority Collateral; (iv) the then contents of each DDA (other than, so long as the Term Facility is in effect, Term Loan Priority Accounts) (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0050,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); All funds in each DDA and each Blocked Account 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. (cd) Each of the U.S. Concentration Account and the Canadian Concentration Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Agent. 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 U.S. Concentration Account or the Canadian Concentration AccountCollection Accounts, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations, and (iii) during the continuance of a Cash Dominion Event, (A) unless the Obligations and have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement Section 2.05(e) hereof, and (ivB) if the Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Account Collection Accounts shall be applied to the Canadian Liabilities Obligations as provided in this AgreementSection 8.03 hereof. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collectionscollections while a Cash Dominion Event exists, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon entering into any agreements with any new Credit Card Issuer or Credit Card Processor (or no later than such later date as may be agreed to by the Agent), the Loan Parties shall deliver to the Agent a Credit Card Notification as set forth in Section 6.12(a) hereof with respect to such agreement. (f) The Agent agrees that (1) it shall (i) not direct any Credit Card Issuer or Credit Card Processor to transfer any proceeds pursuant to any Credit Card Notification unless a Cash Dominion Event has occurred and is continuing and (ii) upon the termination of a Cash Dominion Event, if the Agent has previously delivered a notice to such person to modify the transfer of funds, direct the applicable Credit Card Issuer or Credit Card Processor to transfer any proceeds to the DDA immediately prior to the Cash Dominion Event (or such other DDA as the Lead Borrower directs) and (2) if any Loan Party shall so request, unless a Cash Dominion Event has occurred and is continuing, the Agent shall countersign any notification, request, order or direction from such Loan Party to any Credit Card Issuer or Credit Card Processor directing payments from such Credit Card Issuer or Credit Card Processor to be made to a new or different DDA, provided such DDA is a Blocked Account. (g) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or before the date that is 120 days following the Closing Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) reasonably satisfactory in form and substance to the Agent, which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into an Account Control Agreement satisfactory in form and substance to the Agent with each Controlled Account Bank (collectively, the “Controlled Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Controlled Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Agent at Citizens Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Controlled Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Controlled Account by the Blocked Controlled Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Agent. 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 U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Dominion Event, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Controlled Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) On or prior to the Third Restatement Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.005,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.005,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.005,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) 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 H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”), substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (i) Each Credit Card Notification and DDA Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. , and (iii) After the occurrence and during the continuance of a Cash Dominion Event, Borrowers shall cause each depository institution listed on Schedule 5.21(a) to cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA in excess of the minimum balance permitted in accordance with Section 6.13(c). (c) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo Bank (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.001,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.001,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each The Loan Parties shall provide the Collateral Agent (i) with written notice of any Restricted Payment, in each case as otherwise permitted pursuant to Section 7.06 of this Agreement, no less than five (5) days prior to the receipt thereof and (ii) with written confirmation (which shall include a fed reference number, if applicable) on the date of the U.S. Concentration Account and the Canadian receipt of any such Restricted Payment. (e) 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) without limiting the provisions of Section 2.05(d), the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (df) 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. (ai) On the Closing Date (as such time period may be extended by the Agent in its sole discretion), deliver to the Agent copies of notifications in the form of Exhibit G hereto (each, a “Credit Card Notification”), or otherwise reasonably satisfactory in form and substance to the Agent which have been executed by the applicable Loan Parties and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed in the Perfection Certificate, and (ii) other than with respect to Bank of Montreal (which shall be delivered on the Closing Date), on or prior to the date that is sixty (60) days following the Closing Date (as such time period may be extended by the Agent in its sole discretion), enter into a Blocked Account Agreement with each Blocked Account Bank set forth on Schedule 6.12. (b) Cause the ACH or wire transfer no less frequently than daily daily, or, so long as no Cash Dominion Event has occurred and is continuing, as to the DDAs identified as “Inlet Accounts” on the Perfection Certificate, monthly (provided that the Loan Parties shall not maintain an amount greater than $1,000,000 in the aggregate with respect to such Inlet Accounts at any time outstanding), and as to additional DDAs that are not Blocked Accounts, weekly (provided that the Loan Parties shall not maintain an amount greater than $50,000 in the aggregate at any time in such additional DDAs that are not Blocked Accounts) (and in each case, whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due received from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties subject to the concentration account maintained at Bank of America or Intercreditor Agreement with another Domestic Lender reasonably satisfactory respect to Term Loan Priority Accounts (as defined therein), upon the Agent with whom a Blocked Account Agreement has been executed (request from the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of DefaultAgent, cause the ACH or wire transfer to the collection account maintained by the Canadian Loan Parties to the concentration account maintained Agent at Bank of America-Canada Branch Wells Fargo or with another Canadian Lender reasonably satisfactory financial institution acceptable to the Agent with whom a Blocked Account Agreement has been executed in its sole discretion (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments net proceeds received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Eventof ABL Priority Collateral; (iv) the then contents of each DDA (other than, so long as the Term Facility is in effect, Term Loan Priority Accounts) (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0050,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); All funds in each DDA and each Blocked Account 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. (cd) Each of the U.S. Concentration Account and the Canadian Concentration Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Agent. 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 U.S. Concentration Account or the Canadian Concentration AccountCollection Accounts, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations, and (iii) during the continuance of a Cash Dominion Event, (A) unless the Obligations and have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement Section 2.05(e) hereof, and (ivB) if the Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Account Collection Accounts shall be applied to the Canadian Liabilities Obligations as provided in this AgreementSection 8.03 hereof. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collectionscollections while a Cash Dominion Event exists, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon entering into any agreements with any new Credit Card Issuer or Credit Card Processor (or no later than such later date as may be agreed to by the Agent), the Loan Parties shall deliver to the Agent a Credit Card Notification as set forth in Section 6.12(a) hereof with respect to such agreement. (f) The Agent agrees that (1) it shall (i) not direct any Credit Card Issuer or Credit Card Processor to transfer any proceeds pursuant to any Credit Card Notification unless a Cash Dominion Event has occurred and is continuing and (ii) upon the termination of a Cash Dominion Event, if the Agent has previously delivered a notice to such person to modify the transfer of funds, direct the applicable Credit Card Issuer or Credit Card Processor to transfer any proceeds to the DDA immediately prior to the Cash Dominion Event (or such other DDA as the Lead Borrower directs) and (2) if any Loan Party shall so request, unless a Cash Dominion Event has occurred and is continuing, the Agent shall countersign any notification, request, order or direction from such Loan Party to any Credit Card Issuer or Credit Card Processor directing payments from such Credit Card Issuer or Credit Card Processor to be made to a new or different DDA, provided such DDA is a Blocked Account. (g) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or before the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion): (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H, which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed in the Due Diligence Certificate; and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Whether or not a Triggering Event has occurred and is continuing, the Loan Parties shall (i) ACH or wire transfer no less frequently than daily transfer, with such frequency as is consistent with their respective practices in effect on the Effective Date, (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit and available in each such DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject such DDA by the depository institution at which such DDA is maintained) and (ii) cause all payments due from credit card processorsprocessors to be forwarded to a Blocked Account. (ic) After the occurrence and during the continuance of a Cash Dominion EventTriggering Event (and delivery of notice thereof from the Administrative Agent to the Borrower and the applicable Blocked Account Bank), cause the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), of all cash receipts receipts, all collections of Accounts and collections received by each applicable Loan Party from all sourcesother proceeds of the Collateral, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) ACH On or wire transfer no less frequently than daily prior to the day which is ninety (90) days following the Closing Date (or such longer period as may be agreed to by the Agent in its reasonable discretion), cause all Deposit Accounts that are concentration and whether or not there are then any outstanding Obligations) controlled disbursement accounts of the Loan Parties to be maintained with Bank of America pursuant to such documentation as the Agent may reasonably request, including, without limitation, a Blocked Account all amounts on deposit Agreement satisfactory in each DDA (net of any minimum balance, not to 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) form and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory substance to the Agent with whom respect to each such Deposit Account (collectively, the “Blocked Accounts”); provided that the Borrower shall be permitted to maintain for the nine (9) month period immediately following the Closing Date, up to $1,500,000 in the aggregate in any disbursement account(s) which are not held by Bank of America (such account(s), the “Excluded Accounts”); it being understood that (x) no later than December 26, 2013, a Blocked Account Control agreement shall be required in respect to the Excluded Accounts (including, for the avoidance of doubt, those Deposit Accounts described in clause (z) of this proviso), (y) prior to December 26, 2013, no Blocked Account Control Agreement has been executed (or other control agreement shall be required in respect of the “U.S. Concentration Account”) Excluded Accounts, provided that the aggregate amount on deposit in the Excluded Accounts at any time does not exceed $1,500,000, and (iiz) on and after December 26, 2013 the amount in all Deposit Accounts located outside of the United States shall not exceed $500,000 in the aggregate. (b) After the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer to the collection account maintained by the Canadian Loan Parties to the concentration account maintained First Lien Agent at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed America (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations)daily, all cash receipts and collections received by each applicable Loan Party from all sources, whether or not constituting Collateral, 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents entire ledger balance of each DDA Blocked Account or any other Deposit Account of the Loan Parties (in each case, net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00 per account, as may be required to be kept in the subject Blocked Account or other Deposit Account by the applicable Blocked Account BankBank or depository). (c) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times be under the sole dominion and control of the First Lien Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of an Event of Default, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the repayment of the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied subject to the Canadian Liabilities as provided in this First Lien Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date, enter into a Blocked Account Agreement (as defined below) reasonably satisfactory in form and substance to the Agents with U.S. Bank National Association with respect to the Borrowers’ master concentration account at such bank. (b) Not later than seventy-five (75) days after the Closing Date: (i) deliver to the Administrative Agent 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 listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) except as set forth in clause (a) above, enter into a blocked account agreement (each, a “Blocked Account Agreement”) reasonably satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (c) Each DDA Notification and Credit Card Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsCredit Card Processors. (id) After the occurrence and Each Blocked Account Agreement shall require during the continuance of a Cash Dominion Event, cause Event the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at W▇▇▇▇ Fargo (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then collected contents of each DDA (net of any minimum balance, not to exceed $10,000.005,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger collected balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the net proceeds of all credit card charges. (ce) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections described above, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (df) Upon the reasonable request of the Administrative Agent, the Loan Parties shall establish lockboxes and related lockbox accounts for the collection of Accounts and 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. Notwithstanding the foregoing, the Administrative Agent acknowledges and agrees that the Borrowers’ lockbox arrangements with Bank of America, N.A. and Bank of Montreal existing on the Closing Date are acceptable to the Administrative Agent and any lockbox arrangement with any Lender shall be acceptable to the Administrative Agent.

Cash Management. (a) 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 H which have been executed on behalf of the Borrower and delivered to each depository institution listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of the Borrower and delivered to the Borrower’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) enter into a blocked account agreement (each, a “Blocked Account Agreement”) satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Each DDA Notification and Credit Card Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each such DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require after the occurrence and during the continuance of a Cash Dominion Event, cause Event the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at W▇▇▇▇ Fargo (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party the Borrower from any Person or from any source or on account of any Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties Borrower hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have Borrower has no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party the Borrower receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party the Borrower for the Agent Administrative Agent, shall not be commingled with any of such Loan Partythe Borrower’s other funds or deposited in any account of such Loan Party the Borrower and shall, not later than the Business Day after receipt thereof, be deposited into the U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party the Borrower may be instructed by the Administrative Agent. (de) Upon the request of the Administrative Agent, the Borrower 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) 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 H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”), substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (i) Each Credit Card Notification and DDA Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. , and (iii) After the occurrence and during the continuance of a Cash Dominion Event, Borrowers shall cause each depository institution listed on Schedule 5.21(a) to cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA in excess of the minimum balance permitted in accordance with Section 6.13(c). (c) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at W▇▇▇▇ Fargo Bank (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.001,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.001,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each The Loan Parties shall provide the Collateral Agent (i) with written notice of any Restricted Payment, in each case as otherwise permitted pursuant to Section 7.06 of this Agreement, no less than five (5) days prior to the receipt thereof and (ii) with written confirmation (which shall include a fed reference number, if applicable) on the date of the U.S. Concentration Account and the Canadian receipt of any such Restricted Payment. (e) 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) without limiting the provisions of Section 2.05(d), the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (df) 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) ACH On or wire transfer no less frequently prior to the Closing Date: (i) At the Administrative Agent’s request, deliver to the Administrative Agent copies of notifications (each, an “Account Notification”) substantially in the form attached hereto as Exhibit J-1 which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a) (other than daily Bank of America, N.A. with respect to the BOA DDA); (ii) At the Administrative Agent’s request, deliver to the Administrative Agent a copy of the notification (the “BOA DDA Notification”, and together with the Account Notifications, individually, a “DDA Notification” and collectively, the “DDA Notifications”) substantially in the form attached hereto as Exhibit J-2 which has been executed on behalf of such Loan Party and delivered to Bank of America, N.A., with respect to the BOA DDA; (iii) deliver to the 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 and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (b) On or prior to the Closing Date, enter into a blocked account agreement (each, a “Blocked Account Agreement”) satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (c) With respect to each DDA, whether or not there are then any outstanding Obligations, each DDA Notification (other than the BOA DDA Notification) and Credit Card Notification shall require the ACH or wire transfer to a Blocked Account of all amounts on deposit in each such DDA and all payments due from credit card processors, which ACH or wire transfer shall occur no less frequently than (i) twice per week, and (ii) at any time that the then balance of such DDA exceeds $25,000.00, in each case, provided that immediately following any ACH or wire transfer required by this Section 6.13(c), the then balance of such DDA shall not exceed $5,000.00. (d) With respect to the BOA DDA, whether or not there are then any outstanding Obligations, the BOA DDA Notification shall require the ACH or wire transfer to a Blocked Account of all amounts on deposit in the BOA DDA (net of any minimum balance, not to exceed $2,500.005,000.00, as may be required to be kept in the subject BOA DDA by the depository institution at Bank of America, N.A.), which such DDA is maintained) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case shall occur no less more frequently than daily daily. (and e) With respect to each Blocked Account, whether or not there are then any outstanding Obligations), each Blocked Account Agreement shall require the ACH or wire transfer to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo Bank (the “Concentration Account”) of all cash receipts and collections received collections, which ACH or wire transfer shall occur no less frequently than (i) twice per week, and (ii) at any time that the then balance of such Blocked Account exceeds $25,000.00, in each case, provided that immediately following any ACH or wire transfer required by each applicable Loan Party from all sourcesthis Section 6.13(c), includingthe then balance of such Blocked Account shall not exceed $5,000.00. For the purposes hereof, the term “cash receipts and collections” shall include, 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)assets; (ii) all proceeds of collections of Accounts; (iii) other than Net IPO Proceeds, all Net Proceeds, Proceeds and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition sale or other transaction or event, including, without limitation, any Prepayment Event;; and (iv) the then contents proceeds of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank)all credit card charges. (cf) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (dg) 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. (h) On or before the date that is ninety (90) days following the Closing Date, the Loan Parties shall cause all of their accounts, including operating, depository, disbursement, investment, and securities accounts, other than store-level DDAs, to be maintained with ▇▇▇▇▇ Fargo Bank; provided that the Loan Parties shall not be required to cause any account the contents of which are solely Net IPO Proceeds to be maintained with ▇▇▇▇▇ Fargo Bank (each such account, an “IPO Proceeds Account”) so long as any such IPO Proceeds Account constitutes a Permitted Investment of the type specified in clause (t) of the definition of Permitted Investments. (i) Provided that no Default or Event of Default shall have occurred or be continuing, the Collateral Agent shall not require any Loan Party to obtain a Blocked Account Agreement with respect to any DDA into which the proceeds of any Collateral from two (2) or fewer Stores are deposited.

Cash Management. Each Loan Party shall, and each Loan Party shall cause its Domestic Subsidiaries to: (a) ACH commencing with the date that is sixty (60) days after the Closing Date (or wire transfer such later date as the Administrative Agent agrees in its sole discretion), and at all times thereafter, maintain all cash management and treasury business with Truist Bank including all deposit accounts, disbursement accounts, investment accounts and lockbox accounts (other than (i) zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts and (ii) any account that has a balance (or which holds assets with a fair market value) less than $50,000, in any individual instance, and $100,000, when taken together with the account balances (or aggregate amount of the fair market value of assets) of all other accounts that are not maintained with Truist Bank) (each such deposit account, disbursement account, investment account and lockbox account, a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which the Loan Parties and each of the Subsidiaries shall have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, perfected automatically under the UCC (with respect to Controlled Accounts at Truist Bank); (b) deposit promptly, and in any event no less frequently later than daily ten (10) Business Days after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit accounts and other Collateral into Controlled Accounts, in each DDA (net case except for cash and Permitted Investments the aggregate value of any minimum balance, which does not to exceed $2,500.00, as may be required to be kept in the subject DDA by the depository institution 100,000 at which such DDA is maintained) and all payments due from credit card processors.any time; (i) After promptly, and in any event no later than five (5) Business Days after the occurrence Closing Date, execute and during deliver one or more restricted account control agreements (or such other agreements with respect to restricted accounts or products in the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties Administrative Agent’s sole discretion) with respect to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , Restricted Accounts and (ii) maintain at least $11,700,000 in the aggregate in the Restricted Accounts at all times until the prepayment required by Section 3.5(e) is made; provided that such aggregate amount required to be maintained in the Restricted Accounts under this Section 7.11(c) shall be reduced by (A) $350,000 in the event the Beckley Hyundai Acquisition is consummated on or prior to the date that is 45 days after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day), (B) $500,000 in the event the ▇▇▇▇▇▇▇ Subaru Acquisition is consummated on or prior to the date that is 45 days after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day) and (C) $850,000 in the event the ▇▇▇▇▇▇▇ Dealership Acquisition and the ▇▇▇▇▇▇▇ Real Property Acquisition are consummated on or prior to the date that is 45 days after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day); and, to the extent that the funds in the Restricted Accounts exceed the amount required to be maintained in the Restricted Accounts under this Section 7.11(c) after giving effect to any reduction pursuant to the preceding clauses (A) – (C), the Administrative Agent shall cause such excess funds to be returned to the Borrowers promptly after any such reduction; and (d) at any time after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the AgentRequired Lenders, the Loan Parties will, and will cause each of the other Loan Parties to, cause bank statements and/or all payments constituting proceeds of accounts or other reports Collateral to be delivered directed into lockbox accounts under agreements in form and substance satisfactory to the 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 aboveAdministrative Agent.

Cash Management. (a) On or prior to the Closing Date, enter into a Blocked Account Agreement (as defined below) reasonably satisfactory in form and substance to the Agents with U.S. Bank National Association with respect to the Borrower’s master concentration account at such bank. (b) Not later than 60 days after the Closing Date: (i) deliver to the Administrative Agent 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 listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) except as set forth in clause (a) above, enter into a blocked account agreement (each, a “Blocked Account Agreement”) reasonably satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (c) Each DDA Notification and Credit Card Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (id) After the occurrence and Each Blocked Account Agreement shall require during the continuance of a Cash Dominion Event, cause Event the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then collected contents of each DDA (net of any minimum balance, not to exceed $10,000.005,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger collected balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the net proceeds of all credit card charges. (ce) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections described above, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (df) Upon the reasonable request of the Administrative Agent, the Loan Parties shall establish lockboxes and related lockbox accounts for the collection of Accounts and 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. Notwithstanding the foregoing, the Administrative Agent acknowledges and agrees that the Borrower’s lockbox arrangements with LaSalle Bank National Association existing on the Closing Date are acceptable to the Administrative Agent.

Cash Management. (a) On or prior to the Closing Date (or such later date as the Administrative Agent, in its sole discretion, may agree in writing 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 I which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion Liquidity Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (de) 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) On or prior to the Third Restatement Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) Net Proceeds received by a Loan Party on account of any Delayed Draw Term Loans (as defined in the Term Loan Credit Agreement). (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date, deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b) (with evidence of such delivery received by Agent). (b) Within ninety (90) days after the Closing Date (or such later date as Agent may agree), enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (c) Whether or not a Cash Dominion Event has occurred and is continuing, the Loan Parties shall (i) ACH or wire transfer, with such frequency as is consistent with their respective business practices in effect on the Closing Date or as otherwise agreed to by the Agent (and whether or not there are then any outstanding Obligations) to a Blocked Account or the Concentration Account, all amounts on deposit and available in each DDA (net of any minimum balance as may be required to be kept in such DDA by the depository institution at which such DDA is maintained provided, that, during a Cash Dominion Event, such minimum balance shall not exceed the greater of $10,000 individually or the minimum balance required by any applicable Blocked Account Bank, but in any event not more than $500,000 in the aggregate), (ii) cause (A) all cash receipts, all collections of Accounts and all other proceeds of the sales of Inventory and other Collateral, including, without limitation, 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 to be deposited into a Blocked Account, and (iii) cause all funds in each Blocked Account and payments due from all Credit Card Issuers and Credit Card Processors to be forwarded with such frequency as is consistent with their respective business practices in effect on the Closing Date (which Borrowers acknowledge is on a daily basis on each Business Day) or as otherwise agreed to by the Agent, to a deposit account maintained by Borrowers at Bank of America (the “Sub-Concentration Account”), and in the case of the Sub-Concentration Account transferred to the deposit account at ▇▇▇▇▇ Fargo established to receive funds from the Sub-Concentration Account ( the “Master Concentration Account”, and together with the Sub-Concentration Account, the “Concentration Accounts”) which is subject to a Blocked Account Agreement. (d) At any time that a Cash Dominion Event exists, after delivery of a notice thereof from the Agent (at Agent’s option or at the request of the Required Lenders) to the applicable Blocked Account Bank), the Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day all funds in such Master Concentration Account and any other Blocked Account to the Agent Payment Account. (e) Each Blocked Account Agreement with respect to a DDA (other than the Concentration Accounts) shall require all amounts to be transferred to either the Sub-Concentration Account or the Master Concentration Account (and in the case of the Sub-Concentration Account to the Master Concentration Account) and each Blocked Account Agreement with respect to a Concentration Account shall require that upon notice from Agent which notice shall be delivered only after the occurrence and during the 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 Obligations) to the Agent Payment Account of all cash receipts and collections 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 Blocked Account all amounts Loan Party from any Person or from any source or on deposit in account of any Disposition or other transaction or event, including the issuance of any Indebtedness or Equity Interests; (iv) the then contents of each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cf) Each of the U.S. The Concentration Account and the Canadian Concentration Account Accounts shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. Concentration Account Accounts shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account Accounts shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Master Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (dg) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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. (h) So long as no Cash Dominion Event has occurred and is continuing, Loan Parties may add or replace a DDA or Blocked Account Bank provided, that, no later than thirty (30) days after the time of the opening of such DDA, the applicable Loan Party and such applicable Blocked Account Bank shall have executed and delivered to Agent a Blocked Account Agreement (including any acknowledgement and agreement of the Blocked Account Bank or securities intermediary with respect thereto). Notwithstanding the foregoing, Borrowers may not establish a new Concentration Account after the date hereof, without (i) So long as no Cash Dominion Event has occurred and is continuing, Loan Parties may add or replace Credit Card Processors and Credit Card Issuers and shall upon such addition or replacement provide to Agent no later than fifteen (15) days after the time of entering into such new arrangements, applicable Credit Card Notifications.

Cash Management. (a) Unless previously delivered in connection with the Existing Credit Agreement: (i) Promptly, upon the request of the Administrative Agent, deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (ii) On or prior to the Closing Date, deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”), substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (iii) On or prior to the Closing Date, enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (i) Each Credit Card Notification and DDA Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. , and (iii) After the occurrence and during the continuance of a Cash Dominion Event, Borrowers shall cause each depository institution listed on Schedule 5.21(a) to cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA in excess of the minimum balance permitted in accordance with Section 6.13(c). (c) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo Bank (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian [Intentionally Omitted]. (e) 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) without limiting the provisions of Section 2.05(e), the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementSection 2.05(f). In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (df) 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) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Revolving Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00100,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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. (ac) Upon and to the extent requested by the Agent: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such -87- Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”); and (iii) at the request of the Agent, deliver to the Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (d) From and after the Closing Date, the Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all of the following: (i) all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 payments due from Credit Card Processors and Credit Card Issuers and proceeds of collections of Accountsall credit card charges; (iii) all cash receipts from the Disposition of Inventory and other assets other than Term Loan Priority Collateral (whether or not constituting Collateral) ; (iv) all proceeds of Accounts; and (v) 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;. (ive) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then contents of each DDA (net of any minimum balance, not outstanding Obligations) to exceed $10,000.00, as may be required to be kept in the subject DDA concentration account maintained by the depository institution Agent at which such DDA is maintained▇▇▇▇▇ Fargo (the “Concentration Account”); and, of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, the following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); (ii) all amounts required to be deposited into the Blocked Accounts pursuant to clause (b) above; and (iii) any other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event; provided, however, the Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements, whereby such agreements would provide the ACH or wire transfer no less frequently than daily (and whether or not there are then any -88- outstanding Obligations) all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (cf) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Agent shall cause all funds on deposit in the Concentration Account to be applied in the order proscribed in either Section 2.05(f) or Section 8.03 of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementObligations. In the event that, that notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (dg) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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. (h) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.13(a) above, then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications, which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (i) Notwithstanding anything to the contrary contained herein, to the extent practicable, the Loan Parties shall, upon receipt of any identifiable proceeds of Term Loan Priority Collateral, deposit (by ACH or wire transfer) such proceeds directly into the Term Loan Priority Account. However, the Agent, Credit Parties, and Loan Parties acknowledge and agree that it may not be practicable to deposit all proceeds of Term Loan Priority Collateral directly into the Term Loan Priority Account in all instances. As such, the Agent agrees that, upon the written request of the Term Agent to the Agent (which shall be delivered no more frequently than bi-weekly), the Agent shall, from time to time, conduct a “true-up” analysis with the Term Agent to determine the amount of identifiable proceeds of Term Loan Priority Collateral that have been deposited, or otherwise transferred, into a Blocked Account (and not yet credited or transferred to the Term Agent), which analysis shall be conducted based on written disclosures and other reports provided to the Agent and Term Agent by the Loan Parties and/or Consultants. The Agent shall work in good faith with the Term Agent to come to an agreement as to such amounts (the “Agreed Amounts”). With respect to all Agreed Amounts, the Agent shall (i) first setoff against any amounts that would otherwise be reimbursable to the Agent by the Term Agent pursuant to Section 12(b)(ii) of the Interim Financing Order, or Final Financing Order, as applicable, and (ii) with respect to any remaining amounts, so long as the conditions specified in Sections 4.02(b), (c), (e) and (f) shall have been satisfied, make a Committed Loan to the Borrowers for such Agreed Amounts, which the Borrowers irrevocably direct the Agent to fund into the Term Loan Priority Account; provided, that, in furtherance of the foregoing, the Loan Parties shall, promptly following direction by the Term Agent, deliver the Request for Credit Extension contemplated by this sentence required pursuant to Section 4.02(c); provided, further, that the Loan Parties shall be expressly obligated to (i) assist the Agent and the Term Agent (including, if applicable, by engaging with Consultants and communicating the findings thereof to the Agent and Term Agent) and (ii) provide such written disclosures, calculations and other reports reasonably requested by the Agent and Term Agent that are necessary to determine the Agreed Amounts. (j) Notwithstanding anything to the contrary herein, during the period between the Closing Date and payment in full of the Total Outstandings (as such term is defined in the Pre-Petition Credit Agreement), all funds on deposit in the Concentration Account shall be applied to the Pre-Petition Obligations.

Cash Management. (a) On or prior to the Effective Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date: Second Amendment Effective Date (to the extent not delivered to the Administrative Agent prior to such date): (i) deliver to the Administrative Agent originals of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party, which shall be delivered by the Administrative Agent to each depository institution listed on Schedule 5.21(a); (ii) deliver to the Administrative Agent originals of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of such Loan Party, which shall be delivered by the Administrative Agent to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) (iii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA and all payments due from credit card processors. (c) Each Blocked Account Agreement shall require upon notice from the Collateral Agent (it being understood that the Collateral Agent shall not deliver any such notice prior to the occurrence of a Cash Dominion Event) the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo (the “ConcentrationCollection Account”), of all cash receipts and collections, including, without limitation, the following: (i) all available cash receipts (x) from the sale of Inventory and, and (y) subject to the Intercreditor Agreement, from the sale of other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Cash 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 then current contents of each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then current entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian Concentration The ConcentrationCollection 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 U.S. Concentration Account or the Canadian Concentration ConcentrationCollection Account, (ii) the funds on deposit in the U.S. Concentration ConcentrationCollection Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration ConcentrationCollection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration ConcentrationCollection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (de) 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. (f) At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (g) On or before February 28, 2013 (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall cause to be maintained, with ▇▇▇▇▇ Fargo or any Affiliate thereof, the Loan Parties’ primary Cash Management Services (including, without limitation, the Loan Parties’ concentration accounts, master depository accounts and similar accounts (which, for clarity, shall include the Blocked Accounts)) and primary operating accounts, other than such accounts as the Administrative Agent may agree in its sole discretion.

Cash Management. (a) On or prior to the ThirdFifth Amendment Effective Date, the Loan Parties shall: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) deliver to the Administrative Agent a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank executed and delivered by the applicable Loan Party and such Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion EventTrigger Event and notice from the Administrative Agent or the Required Lenders, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic Concentration Account”) (in the case of any Domestic Loan Party) or maintained by the Canadian Agent at Bank of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by aggregate for all DDAs the depository institution at which such DDA is maintainedamount equal to the Target Amount); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (cd) Each The Domestic Concentration Account shall at all times be under the sole dominion and control of the U.S. Concentration Account Collateral Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. each Domestic Concentration Account shall at all times be collateral security for all of the Obligations and Obligations, (iii) the funds on deposit in the each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement Liabilities and (iv) the funds on deposit in the Canadian Concentration Account Accounts shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Trigger Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Domestic Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agents. Notwithstanding the foregoing, to the extent that no Obligations are outstanding any amounts deposited in the Domestic Concentration Account and the Canadian Concentration Account shall be disbursed by the Administrative Agent or Canadian Agent, as applicable to such depository accounts as may be designated by the applicable Borrower. (de) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent Agents 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. (ai) Unless previously delivered in connection with the Existing Credit Agreement: (A) Promptly, upon the request of the Administrative Agent, deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (B) On or prior to the Closing Date, deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”), substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (C) On or prior to the Closing Date, enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (ii) (i) Each Credit Card Notification and DDA Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all payments due from credit card processors, and (ii) the Borrowers shall cause each depository institution listed on Schedule 5.21(a) to cause the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA in excess of the minimum balance permitted in accordance with Section VI.M(c). (iii) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo Bank (the “Concentration Account”), of all cash receipts and collections, including, without limitation, the following: (A) all available cash receipts from the sale of Inventory and other assets (other than Term Loan Priority Collateral); (B) all proceeds of collections of Accounts; (C) 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 (other than any proceeds of Term Loan Priority Collateral, which shall be directed to the Term Loan Priority Account subject to a Blocked Account Agreement satisfactory to the Agents); (D) the then contents of each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (vE) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (F) the proceeds of all credit card charges. (civ) Each Upon receipt of any proceeds of Term Loan Priority Collateral, the U.S. Concentration Loan Parties shall deposit such proceeds in the Term Loan Priority Account and to the Canadian extent required pursuant to the Term Loan Agreement. (v) 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) without limiting the provisions of Section II.E(v), the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementSection II.E(vi). In the event that, notwithstanding the provisions of this Section 6.12VI.M, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (dvi) 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) On or prior to the Effective Date: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in other than the subject DDA by the depository institution at which such DDA is maintainedTrust Account) and all payments due received by any Loan Party from credit card processorsprocessors to a Blocked Account. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Administrative Agent’s Account”) all cash receipts and collections received by each applicable the Loan Party from all sourcesParties, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory (including including, without limitation, proceeds of credit card charges) 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (other than the Trust Account), net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (other than the Trust Account), net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13(c), any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections after the occurrence and during the continuance of a Cash Dominion Event, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Administrative Agent’s Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (d) Upon the occurrence and 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 Administrative Agent’s Account, which shall identify, to the reasonable satisfaction of the Administrative Agent, the proceeds from the Notes Priority Collateral which were deposited into a Blocked Account and swept to the Administrative Agent’s Account. Upon the receipt of (i) the contents of the Blocked Accounts, and (ii) such accounting, the Administrative Agent agrees to promptly remit to the Indenture Trustee the proceeds of the Notes Priority Collateral received by the Administrative Agent. (e) The Administrative Agent’s 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 Administrative Agent’s Account, (ii) the funds on deposit in the Administrative Agent’s Account shall at all times be collateral security for all of the Obligations and (iii) after the occurrence and during the continuance of a Cash Dominion Event, the funds on deposit in the Administrative Agent’s Account shall be applied as provided in Sections 2.05(g) or 8.03, as applicable, of this Agreement. (f) 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. So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts (other than the Administrative Agent’s Account). Any amounts held or received in the Administrative Agent’s Account at any time when no Cash Dominion Event exists shall be promptly remitted to an account of the Lead Borrower, or as the Lead Borrower may otherwise direct.

Cash Management. (a) On or prior to the Closing Date, deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit L which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.17(b). (b) Within ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in writing), enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank with respect to each DDA maintained with such Blocked Account Bank having funds on deposit in excess of $500,000 in any such DDA, and $2,000,000 (or $4,000,000 during the months of November and December of each year) in all such DDAs (collectively, the “Blocked Accounts”). (c) To the extent the balance on deposit in any DDA exceeds $7,500, cause the ACH or wire transfer no less frequently than daily the morning of the Business Day following the Business Day on which the balance in any such DDA exceeds $7,500 (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (other than a DDA which is a Blocked Account) in excess of $500,000 in any such DDA and $2,000,000 in all such DDAs (net of any minimum balance, not to exceed $2,500.007,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processorsprocessors and credit card issuers. (id) After the occurrence and during the continuance of During a Cash Dominion EventTrigger Period, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily or in cause of clauses (iv) and (v) below, the morning of the Business Day following the Business Day on which the balance in any DDA referred to therein exceeds $7,500 (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceedsnet cash proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.007,500.00, as the Borrower may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.007,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (ce) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times during a Cash Dominion Trigger Period, be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, without the consent of the Administrative Agent, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian LiabilitiesObligations, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the any funds remaining on deposit in the Canadian Concentration Account after payment in full of the Obligations that are then due and payable shall be applied promptly (and in any event not later than the next Business Day after the receipt thereof) remitted to the Canadian Liabilities as provided in Loan Parties to be used for any purpose not inconsistent with this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.15, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 following the receipt thereof, be deposited into the U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (df) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) [Reserved]. (b) Within 90 days after the Original Closing Date (or such longer period as the Collateral Agent may agree in writing), enter into a Blocked Account Agreement satisfactory in form and substance to the Collateral Agent with each Blocked Account Bank with respect to each DDA maintained with such Blocked Account Bank (collectively, the “Blocked Accounts”). (c) During a Cash Dominion Trigger Period, cause the ACH or wire transfer to the concentration account maintained by the Collateral Agent at ▇▇▇▇▇ Fargo or any other bank that the Collateral Agent may reasonably agree (the “Concentration Account”), no less frequently than daily or, in the case of clauses (iv) and (v) below, the ACTIVE 61134624v18 129 morning of the Business Day following the Business Day on which the balance in any DDA referred to therein exceeds $50,000 (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding ABL Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceedsnet cash proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event;; and (iv) the then contents and entire ledger balance of each DDA (net of any minimum balance, not to exceed $10,000.0050,000, as the Borrower may be required to be kept in the subject DDA by the depository institution or securities intermediate at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times during a Cash Dominion Trigger Period 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 U.S. Concentration Account or the Canadian Concentration Account, without the consent of the Collateral Agent, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian LiabilitiesABL Obligations, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the ABL Obligations as provided in this Agreement and (iv) the any funds remaining on deposit in the Canadian Concentration Account after payment in full of the ABL Obligations that are then due and payable shall be applied promptly (and in any event not later than the next Business Day after the receipt thereof) remitted to the Canadian Liabilities as provided in Loan Parties to be used for any purpose not inconsistent with this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.18, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 following the receipt thereof, be deposited into the U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (de) Upon the request of the Collateral Agent, cause bank statements and/or other reports to be delivered to the Collateral 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) On the Closing Date: (i) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, together with the Concentration Account, the “Blocked Accounts”); and (ii) at the reasonable request of the Agent, deliver to the Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of such Loan Party and delivered to each depository institution at which DDAs are located or held on Schedule 5.21(a). (b) From and after the Closing Date, the Loan Parties shall ACH or wire transfer to a Blocked Account no less frequently than daily (and daily, whether or not there are then any outstanding Obligations, all of the following: (i) to a Blocked Account all available amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors.); (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitation, the following: (i) all available cash receipts from the sale Disposition of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (iiiii) all proceeds of collections of Accounts;; and (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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;. (ivc) Each Blocked Account Agreement (except for Blocked Account Agreements covering Excluded Disbursement Accounts or Corporate Accounts) shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account controlled by the Agent at Bank of America, N.A. (the “Concentration Account”), of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, the following: (i) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance available amounts of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); (ii) all amounts required to be deposited into the Blocked Accounts pursuant to clause (b) above; and (iii) any other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event; provided, however, the Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements, whereby such agreements would provide, upon notice from the Agent, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the AgentAgent and all funds therein shall be wired to an account specified by Agent no less frequently than daily. The Agent shall cause all funds received by it from the Concentration Account to be applied to the Obligations, which amounts shall be applied to the Obligations in the order proscribed in either Section 2.05(f) or Section 8.03 of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be reasonably instructed by the Agent. (de) Upon the reasonable request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.13(a) above, then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications, which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (g) From and after the Closing Date, the Borrowers shall ACH or wire transfer to the Concentration Account all amounts on deposit in any Corporate Account (net of any minimum balance, not to exceed $2,500.00 of book balance, as calculated in the ordinary course of business, as may be required to be kept in such Corporate Account by the depository institution at which such Corporate Account is maintained) from time to time.

Cash Management. (a) To the extent not previously delivered prior to the Effective Date, (i) deliver to the Agent copies of notifications in the form of Exhibit G hereto (each, a “Credit Card Notification”), or otherwise reasonably satisfactory in form and substance to the Agent which have been executed by the applicable Loan Parties and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed in the Perfection Certificate with respect to which the Loan Parties have established credit card processing arrangements independent of SHC and its Subsidiaries, and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank set forth on Schedule 6.12. (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due received from credit card processorsall Credit Card Issuers and Credit Card Processors and from SHC and its Subsidiaries pursuant to the Separation Agreements. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Revolver Agent at Bank of America or with another Domestic Lender reasonably satisfactory (for application to the Agent with whom a Blocked Account Agreement has been executed Revolver Outstandings) (the “U.S. Concentration Revolver Collection Account”) (provided that, and (ii) at any time after the occurrence repayment of all Revolver Outstandings pursuant to Section 2.05(d) of the Revolver Credit Agreement and during to the continuance of extent an Event of DefaultDefault has occurred and is continuing, the Loan Parties shall cause any remaining amounts to be transferred from the ACH Revolver Collection Account or wire transfer the Loan Parties’ operating account to such other account as directed by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed in its sole discretion (the “Canadian Concentration Term Collection Account” and, together with the Revolver Collection Account, the “Collection Accounts”), as applicable, in each case no less frequently than daily (and whether or not there are then any Revolver Outstanding or any outstanding Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments Proceeds received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0050,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); All funds in each DDA and each Blocked Account 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. (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Revolver Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Revolver Agent and, after the after the occurrence and during the continuation of an Event of Default, the Term Collection Account shall be under the sole dominion and control of the Revolver Agent. The Loan Parties hereby acknowledge and agree that (i) during the continuance of a Cash Dominion Event, the Loan Parties shall have no right of withdrawal from the U.S. Concentration Revolver Collection Account or (or, at any time after the Canadian Concentration occurrence and during the continuation of an Event of Default, the Term Collection Account), (ii) the funds on deposit in the U.S. Concentration each Collection Account shall at all times be collateral security for all of the Obligations and (iii) after the occurrence and during the continuance of an Event of Default, (A) unless the Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration each Collection Account shall be applied to the Obligations as provided in this Agreement Section 2.05(d) hereof, and (ivB) if the Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration each Collection Account shall be applied to the Canadian Liabilities Obligations as provided in this AgreementSection 8.03 hereof. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration applicable Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent or, as applicable, the Revolver Agent. (de) Upon entering into any agreements with any new Credit Card Issuer or Credit Card Processor, the Loan Parties shall deliver to the Agent a Credit Card Notification as set forth in Section 6.12(a) hereof. (f) The Agent agrees that (1) it shall not direct any Credit Card Issuer or Credit Card Processor to transfer any proceeds pursuant to any Credit Card Notification unless an Event of Default has occurred and is continuing and (2) if any Loan Party shall so request, unless an Event of Default has occurred and is continuing, the Agent shall countersign any notification, request, order or direction from such Loan Party to any Credit Card Issuer or Credit Card Processor directing payments from such Credit Card Issuer or Credit Card Processor to be made to a new or different DDA, provided such DDA is a Blocked Account. (g) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Third Amendment Effective Date, the Loan Parties shall: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) deliver to the Administrative Agent a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank executed and delivered by the applicable Loan Party and such Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion EventTrigger Event and notice from the Administrative Agent or the Required Lenders, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic Concentration Account”) (in the case of any Domestic Loan Party) or maintained by the Canadian Agent at Bank of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by aggregate for all DDAs the depository institution at which such DDA is maintainedamount equal to the Target Amount); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (cd) Each The Domestic Concentration Account shall at all times be under the sole dominion and control of the U.S. Concentration Account Collateral Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. each Domestic Concentration Account shall at all times be collateral security for all of the Obligations and Obligations, (iii) the funds on deposit in the each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement Liabilities and (iv) the funds on deposit in the Canadian Concentration Account Accounts shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Trigger Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Domestic Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agents. Notwithstanding the foregoing, to the extent that no Obligations are outstanding any amounts deposited in the Domestic Concentration Account and the Canadian Concentration Account shall be disbursed by the Administrative Agent or Canadian Agent, as applicable to such depository accounts as may be designated by the applicable Borrower. (de) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent Agents 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) On or prior to the Closing Date, enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent for each of its deposit accounts maintained at each Blocked Account Bank other than Excluded Deposit Accounts (collectively, together with the Concentration Account, the “Blocked Accounts”). (b) At the request of the Agent, deliver to the Agent 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 listed on Schedule 5.20. (c) From and after the Closing Date, the Loan Parties shall ACH or wire transfer no less frequently than daily every Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitation, the following: (i) all available cash receipts from the sale Disposition of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts;; and (iii) all amounts in each Excluded Deposit Account in excess of $20,000; and (iv) 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;. (ivd) Each Blocked Account Agreement shall wire transfer no less frequently than every Business Day (and whether or not there are then any outstanding Obligations) to the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA concentration account controlled by the depository institution Agent at which such DDA is maintainedSterling National Bank (the “Concentration Account”); and, of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, the following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.005,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); (ii) all amounts required to be deposited into the Blocked Accounts pursuant to clause (c) above; and (iii) any other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event; provided, however, the Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements, whereby such agreements would provide, upon notice from the Agent, the ACH or wire transfer no less frequently than every Business Day (and whether or not there are then any outstanding Obligations) all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (ce) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the AgentAgent and all funds therein shall be wired to an account specified by Agent no less frequently than every Business Day. The Agent shall cause all funds received (i) by 2:00 p.m. on any Business Day to be applied to the Obligations on the following Business Day and (ii) after 2:00 p.m. on any Business Day to be applied to the Obligations on the second Business Day following such receipt, which amounts shall be applied to the Obligations in the order proscribed in either Section or Section of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (df) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.13(b) above, then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications, which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.20.

Cash Management. (a) On or prior to the First Amendment Effective Date, the Loan Parties shall: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) deliver to the Administrative Agent a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank executed and delivered by the applicable Loan Party and such Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion EventTrigger Event and notice from the Administrative Agent or the Required Lenders, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic Concentration Account”) (in the case of any Domestic Loan Party) or maintained by the Canadian Agent at Bank of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by aggregate for all DDAs the depository institution at which such DDA is maintainedamount equal to the Target Amount); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (cd) Each The Domestic Concentration Account shall at all times be under the sole dominion and control of the U.S. Concentration Account Collateral Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. each Domestic Concentration Account shall at all times be collateral security for all of the Obligations and Obligations, (iii) the funds on deposit in the each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement Liabilities and Foreign Liabilities and (iv) the funds on deposit in the Canadian Concentration Account Accounts shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Trigger Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Domestic Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agents. Notwithstanding the foregoing, to the extent that no Obligations are outstanding any amounts deposited in the Domestic Concentration Account and the Canadian Concentration Account shall be disbursed by the Administrative Agent or Canadian Agent, as applicable to such depository accounts as may be designated by the applicable Borrower. (de) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent Agents 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) On or prior to the Effective Date: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a blocked account agreement (each, a “Blocked Account Agreement”) satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Each Credit Card Notification shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, and the Loan Parties shall cause, after the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (de) 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) Except as otherwise provided pursuant to Section 6.20, on or prior to the Closing Date: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party 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 (ii) enter into a Blocked Account Agreement with each Blocked Account Bank. (b) The Borrowers shall use commercially reasonable efforts to cause the ACH or wire transfer no less frequently than daily of all payments due from credit card processors (and whether or not there are then any outstanding Obligations) to be made to a Blocked Account all amounts with such frequency as is consistent with the Borrowers’ current business practices as in effect on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsClosing Date. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the Collateral Agent may direct the Blocked Account Bank to ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case 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 Obligations, to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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)assets; (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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0025,000.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in Sections 2.05(f) or 8.03, as applicable, of this Agreement 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 (iv) the all funds on deposit in the Canadian Concentration Account (if any) shall be applied remitted to the Canadian Liabilities as provided Loan Parties for deposit in this Agreementone or more Blocked Accounts. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (de) The Loan Parties may maintain one or more accounts (the “Exempt Accounts”) in the ordinary course of business to be 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 dominion and control of the Administrative Agent. (f) Upon the request of the AgentAdministrative Agent 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) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Revolving Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00100,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date (or, if applicable, such later date as required under Section 6.27), each Loan Party shall: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of the applicable Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Controlled Account Agreement with each Controlled Account Bank (the DDAs (other than Disbursement Accounts and Excluded Accounts) subject to such Controlled Account Agreements, collectively, together with the Concentration Account, the “Controlled Accounts”). (b) From and after the Closing Date, the Loan Parties shall cause to be deposited or sent via ACH or wire transfer transfer, in each case no less frequently than daily each Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Controlled Account (other than a Disbursement Account) all of the following (collectively, “Receipts and Collections”): (i) all amounts on deposit in each DDA (other than Excluded Accounts described in clause (b) of the definition thereof) (net of any minimum balance, not to 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) and all payments due from Credit Card Processors and Credit Card Issuers and proceeds of all credit card processors.charges; (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitation, the following: (iiii) all available cash receipts from the sale Disposition of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (iiiv) all proceeds of collections of Accounts;; and (iiiv) 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each Upon the occurrence and during the continuance of a Cash Dominion Period, the U.S. Loan Parties shall cause the ACH or wire transfer, no less frequently than each Business Day (and whether or not there are then any outstanding Obligations), of all Receipts and Collections to one or more concentration accounts of a Loan Party controlled by the Agent (collectively, the “Concentration Account Accounts”), but excluding amounts on deposit in each Disbursement Account. (d) Upon the occurrence and during the Canadian continuance of a Cash Dominion Period, the Concentration Account Accounts shall at all times be under the sole dominion and control of the AgentAgent and all funds therein (in each case, net of any minimum balance, not to exceed $2,500.00, as may be required to be kept therein by the applicable Controlled Account Bank) shall be wired to an account specified by the Agent no less frequently than each Business Day and the Agent shall cause all such funds in the Concentration Accounts received by the Agent to be applied to the Obligations in the order proscribed in either Section 2.05(g) or Section 8.03 of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) upon the occurrence and during the continuance of a Cash Dominion Period, the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, and (ii) the funds on deposit in the U.S. Concentration Account Accounts shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.126.13, upon the occurrence and during the continuance of a Cash Dominion Period, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collectionsReceipts and Collections, such receipts Receipts and collections Collections shall be held in trust by such Loan Party for the Agent benefit of the 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 U.S. a Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed in writing by the Agent. (de) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Controlled Account to ensure the proper transfer of funds as set forth aboveabove and provide the Agent with “view-only” access to each of the Loan Parties’ bank accounts identified by the Agent. (f) If an Event of Default has occurred and is continuing, the Agent may deliver an activation notice, notice of control or similar notice to the applicable bank pursuant to the Controlled Account Agreement for any Disbursement Account. (g) To the extent (x) permitted by applicable Law and (y) so long as it would not reasonably be expected to result in material tax liability to the Borrower and its Subsidiaries, the Borrower shall make good faith efforts to repatriate, and cause its Excluded Subsidiaries (other than the UK Subsidiary) to repatriate, all cash and Cash Equivalents in DDAs located outside the United States to Controlled Accounts by September 30, 2025.

Cash Management. (a) As soon as possible, and in any event within sixty (60) days of the Closing Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and the applicable Credit Card Issuer or Credit Card Processor and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (individually, each a “Blocked Account”, and collectively, the “Blocked Accounts”); and (iii) at the request of the Agent, deliver to the Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a) (except for notifications regarding Excluded Deposit Accounts). (b) From and after the Closing Date, the Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all of the following: (i) all amounts on deposit in each DDA DDA, other than Excluded Deposit Accounts, (net of any minimum balance, not to exceed $2,500.0050,000, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); (ii) and all payments due from Credit Card Processors and Credit Card Issuers and proceeds of all credit card processors.charges; (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitation, the following: (iiii) all available cash receipts from the sale Disposition of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (iiiv) all proceeds of collections of Accounts;; and (iiiv) 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;. (ivc) Each Blocked Account Agreement shall require upon notice from Agent which notice shall be delivered only after the occurrence and during the continuance of a Cash Dominion Event (it being understood that the relevant Loan Party shall have unrestricted access to each Blocked Account except after the occurrence and during the continuance of a Cash Dominion Event), the ACH or wire transfer no less frequently than daily (and whether or not there are then contents of each DDA (net of any minimum balance, not outstanding Obligations) to exceed $10,000.00, as may be required to be kept in the subject DDA concentration account maintained by the depository institution Agent at which such DDA is maintained▇▇▇▇▇ Fargo (the “Concentration Account”); and, of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, the following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0050,000, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); (ii) all amounts required to be deposited into the Blocked Accounts pursuant to clause (b) above; and (iii) any other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event; provided, however, the Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements, whereby such agreements would provide, upon notice from the Agent which notice shall be delivered only after the occurrence and during the 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 Obligations) all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. After the occurrence of a Cash Dominion Event which is continuing, the Agent shall cause all funds on deposit in the Concentration Account to be applied to the Obligations, which amounts shall be applied to the Obligations in the order proscribed in either Section 2.05(f) or Section 8.03 of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.13(a) above, then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications, which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.21(a).

Cash Management. (a) Each Loan Party shall, within (x) ninety (90) days in respect of any Concentration Account, and (y) one hundred twenty (120) days in respect of any other account, in each case, after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion (such consent not to be unreasonably withheld, delayed or conditioned)), (i) in the case of any US Loan Party, require that all cash payments in respect of Accounts owed to such US Loan Party be remitted to a lockbox maintained by any US Loan Party (the “US Lockbox”) or a Material Account of any US Loan Party, (ii) in the case of any Canadian Loan Party, require that all cash payments of Accounts owed to any Canadian Loan Party be remitted to a lockbox maintained by any Canadian Loan Party (the “Canadian Lockbox” and, together with the US Lockbox, the “Lockboxes”) or a Material Account of any Canadian Loan Party, (iii) except as provided in Section 5.15(b), instruct the financial institution that maintains any US Lockbox to cause all amounts on deposit and available at the close of each Business Day in such Lockbox (net of any Required Minimum Balance), to be swept to one or more concentration deposit accounts maintained by any US Loan Party (each, a “US Concentration Account”) not less frequently than on a daily basis, (iv) except as provided in Section 5.15(b), instruct the financial institution that maintains such Canadian Lockbox to cause all amounts on deposit and available at the close of each Business Day in such Lockbox (net of any Required Minimum Balance), to be swept to one or more concentration deposit accounts maintained by any Canadian Loan Party (each, a “Canadian Concentration Account” and, together with the US Concentration Account, the “Concentration Accounts”) not less frequently than on a daily basis; (v) enter into a blocked account agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Administrative Agent, with the applicable Loan Party, the Administrative Agent and any financial institution with which such Loan Party maintains a Concentration Account, Lockbox or Material Account (collectively, the “Blocked Accounts”) establishing the Administrative Agent’s contol over and valid and perfected Lien on such account and (vi) deposit (or cause to be deposited) promptly (and in any event no later than the first Business Day after receipt thereof) all collections on Accounts (including those sent directly by an Account Debtor) into a Blocked Account covered by a Blocked Account Agreement. From and after such 90th and the 120th day, respectively, after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion (such consent not to be unreasonably withheld, delayed or conditioned)), each Loan Party shall ensure that this Section 5.15(a) is satisfied at all times. (b) Each Blocked Account Agreement relating to any Blocked Account shall require, after the delivery of notice by the Administrative Agent to the Lead Borrower and the deposit bank or securities intermediary party to such instrument or agreement (which the Administrative Agent may, or upon the request of the Required Lenders shall, provide upon its becoming aware of such a Cash Dominion Period), by ACH or wire transfer no less frequently than daily once per Business Day (unless the Termination Date has occurred), of all available Cash balances, Cash receipts and whether or not there are then any outstanding Obligations) to a Cash Equivalents, including the ledger balance of each Concentration Account and each other Blocked Account all amounts on deposit in each DDA (net of any such minimum balance, not to exceed $2,500.00, 500,000 per account or $5,000,000 in the aggregate for all such accounts as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the bank at which such Blocked Account Bankis maintained (the “Required Minimum Balances”)), to an account maintained under the sole dominion and control of the Administrative Agent (the “Administrative Agent Account”). All amounts received in the Administrative Agent Account shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.11(a)(iii)); provided that if the circumstances described in Section 2.18(b) or (c) are applicable, such amounts shall be applied in accordance with such Section 2.18(b) or (c), as applicable. In such event, each Loan Party agrees that it will not otherwise direct the proceeds of any Blocked Account. (c) Each Provided that no Cash Dominion Period then exists, the Loan Parties may close any then-existing Deposit Account or Securities Account. The Loan Parties may open any new Deposit Account or Securities Account, subject, unless such Deposit Account or Securities Account constitutes an Excluded Account or otherwise constitutes an Excluded Asset (provided that upon such Deposit Account or Securities Account ceasing to constitute an Excluded Account and an Excluded Asset, such Deposit Account or Securities Account shall be subject to this Section 5.15), to the execution and delivery to the Administrative Agent of a Blocked Account Agreement in respect of such newly opened Deposit Account or Securities Account consistent with the provisions of this Section 5.15 and otherwise reasonably satisfactory to the Administrative Agent within ninety (90) days of the U.S. opening thereof (or such longer period as the Administrative Agent may reasonably agree); it being understood and agreed that, (x) notwithstanding the foregoing, in the event such newly opened Deposit Account or Securities Account constitutes a Concentration Account such Concentration Account shall be subject to a Blocked Account Agreement consistent with the provisions of this Section 5.15 and otherwise reasonably satisfactory to the Canadian Concentration Administrative Agent from and after the date of opening thereof (or such longer period as the Administrative Agent may reasonably agree) and (y) in the event that any Loan Party acquires any Deposit Account or Securities Account in connection with any Specified Transaction, such Loan Party shall be required to enter into a Blocked Account Agreement with respect to such acquired Deposit Account or Securities Account within one hundred twenty (120) days following the date of such Specified Transaction (or such longer period as the Administrative Agent may reasonably agree) unless such Loan Party has closed such Deposit Account or Securities Account (or such Deposit Account or Securities Account constitutes an Excluded Account or otherwise constitutes an Excluded Asset) prior to such time. (d) The Administrative Agent Account shall at all times be under the sole dominion and control of the 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 U.S. Concentration Account or the Canadian Concentration Administrative Agent Account, (ii) the funds on deposit in the U.S. Concentration Administrative Agent Account shall at all times continue to be collateral security for all of the Obligations applicable Secured Obligations, and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Administrative Agent Account shall be applied to the Obligations as provided in this Agreement and (ivSections 2.11(a)(iii), 2.18(b) the funds on deposit in the Canadian Concentration Account shall be applied or 2.18(c), as applicable, and, to the Canadian Liabilities as provided in this extent such funds constitute US Collateral, the ABL Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 6.125.15, any Loan Party receives or otherwise has dominion and and/or control of any such cash receipts or collectionsamount required to be transferred to the Administrative Agent Account pursuant to Section 5.15(b), such receipts and collections amount shall be held in trust by such Loan Party for the Agent Administrative Agent, and 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, promptly be deposited into the U.S. Administrative Agent Account or otherwise transferred in such manner as the Administrative Agent may request. (e) Upon the commencement of a Cash Dominion Period and for so long as the same is continuing, upon delivery of notice by the Administrative Agent to the Lead Borrower (which the Administrative Agent may, or upon the request of the Required Lenders shall, provide upon its becoming aware of such a Cash Dominion Period), the Administrative Agent may direct that all amounts in the Blocked Accounts be paid directly to the Administrative Agent Account. So long as no Cash Dominion Period is continuing in respect of which the Administrative Agent has delivered the notice contemplated by this Section 5.15, each relevant Loan Party may direct, and shall have sole control over, the disposition of funds in the Blocked Accounts and Concentration Accounts. (f) Any amount held or received in the Administrative Agent Account (including all interest and other earnings with respect thereto, if any) at any time (i) when the Termination Date has occurred or (ii) all Events of Default have been cured and no Cash Dominion Period exists, shall (subject, in the case of clause (i), to the provisions of any applicable ABL Intercreditor Agreement) be remitted to an account of the applicable Loan Party (or if requested by any Loan Party, to the Lead Borrower on its behalf). (g) Following the commencement of any Cash Dominion Period (other than by reason of an Event of Default pursuant to Section 7.01(a), 7.01(f) or 7.01(g), except to the extent necessary for one or more officers or directors of Holdings, the Lead Borrower or any of its subsidiaries to avoid personal or criminal liability under applicable Requirements of Law), in the event that any Blocked Account or the Canadian Concentration Administrative Agent Account contains identifiable Tax and Trust Funds, the Lead Borrower (acting in good faith) may, within thirty (30) days after such Tax and Trust Funds are received in such Blocked Account or Administrative Agent Account, deliver to the Administrative Agent a Trust Fund Certificate. Notwithstanding anything to the contrary herein or in any other Loan Document, within five (5) Business Days following receipt of a Trust Fund Certificate, the Administrative Agent shall remit from such Blocked Account or Administrative Agent Account (in each case excluding amounts previously deposited to cash collateralize Letters of Credit hereunder), as applicable, or dealt with the lesser of (a) the amount of Tax and Trust Funds specified in the Trust Fund Certificate, (b) the Availability on the date of such remittance and (c) the amount on deposit in such other fashion Blocked Account or Administrative Agent Account on the date of delivery of such Trust Fund Certificate, at the option of the Administrative Agent, (x) to the applicable Loan Party or (y) on behalf of the applicable Loan Party directly to the Person entitled to such Tax and Trust Funds; provided that in no event shall the Administrative Agent be required to remit any amount pursuant to this Section 5.15(g) to the extent that such amount was previously distributed in accordance with Section 2.11(a)(iii) (or otherwise applied in accordance with Section 2.18(b) or (c) as applicable). If any such amount is remitted to any Loan Party, such Loan Party may be instructed by shall apply such amount solely for the Agent. (d) Upon purpose set forth in the request of the Agent, cause bank statements and/or other reports to be delivered applicable Trust Fund Certificate on or prior to the date due; it being understood that the Administrative Agent shall not less often than monthly, accurately setting forth all amounts deposited apply any amount consisting of identifiable Tax and Trust Funds pursuant to Section 2.11(a)(iii) (or otherwise in each Blocked Account to ensure the proper transfer accordance with Section 2.18(b) or (c) as applicable) following its receipt of funds as set forth abovea Trust Fund Certificate.

Cash Management. (a) On or prior to the Closing Date: (i) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, together with the Concentration Account, the “Blocked Accounts”); and (ii) at the reasonable request of the Agent, deliver to the Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21. (b) From and after the Closing Date, the Loan Parties shall cause to be sent via ACH or wire transfer no less frequently than daily (and with respect to cash maintained in the United States) or weekly (with respect to cash maintained in Canada) (and, in each case, whether or not there are then any outstanding Obligations) to a Blocked Account all of the following: (i) all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors.); (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitation, the following: (i) all available cash receipts from the sale Disposition of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (iiiii) all proceeds of collections of Accounts;; and (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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;. (ivc) Each Blocked Account Agreement shall require the then contents of each DDA ACH or wire transfer no less frequently than daily (net of any minimum balance, not with respect to exceed $10,000.00, as may be required to be kept cash maintained in the subject DDA United States) or weekly (with respect to cash maintained in Canada) (and whether or not there are then any outstanding Obligations) to the concentration account controlled by the depository institution Agent at which such DDA is maintained▇▇▇▇▇ Fargo Bank, National Association (the “Concentration Account”); and, of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, the following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); (ii) all amounts required to be deposited into the Blocked Accounts pursuant to clause (b) above; and (iii) any other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event; (iv) provided, however, the Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements, whereby such agreements would provide, upon notice from the Agent, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the AgentAgent and all funds therein shall be wired to an account specified by Agent no less frequently than daily. The Agent shall cause all funds on deposit in the Concentration Account to be applied to the Obligations, which amounts shall be applied to the Obligations in the order proscribed in either Section 2.04(f) or Section 8.03 of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration a Blocked Account or the Canadian Concentration Account, as applicable, Account or dealt with in such other fashion as such Loan Party may be reasonably instructed by the Agent. (de) Upon The Loan Parties shall cause screen shots of the bank accounts located in Hong Kong and Mexico of the Loan Parties and their Subsidiaries to be delivered to the Agent not less often than weekly, and upon the reasonable request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.13(a) above, then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications, which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.21.

Cash Management. (a) On or prior to the Closing Date (or, in the case of clause (a)(ii) below, within the time period specified in Section 6.20): (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in other than the subject DDA by the depository institution at which such DDA is maintainedTrust Account) and all payments due received by any Loan Party from credit card processorsprocessors (i) prior to the establishment of the Blocked Accounts in accordance with the terms of Section 6.20(d), to one or more accounts maintained by the Loan Parties at a Blocked Account Bank, and (ii) upon the establishment of the Blocked Accounts in accordance with the terms of Section 6.20(d), to a Blocked Account. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Administrative Agent’s Account”) all cash receipts and collections received by each applicable the Loan Party from all sourcesParties, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory (including including, without limitation, proceeds of credit card charges) 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (other than the Trust Account), net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (other than the Trust Account), net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13(c), any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections after the occurrence and during the continuance of a Cash Dominion Event, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Administrative Agent’s Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent. (d) Upon the occurrence and 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 Administrative Agent’s Account, which shall identify, to the satisfaction of the Administrative Agent, the proceeds from the Notes Priority Collateral which were deposited into a Blocked Account and swept to the Administrative Agent’s Account. Upon the receipt of (i) the contents of the Blocked Accounts, and (ii) such accounting, the Administrative Agent agrees to promptly remit to the Indenture Trustee the proceeds of the Notes Priority Collateral received by the Administrative Agent. (e) The Administrative Agent’s 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 Administrative Agent’s Account, (ii) the funds on deposit in the Administrative Agent’s Account shall at all times be collateral security for all of the Obligations and (iii) after the occurrence and during the continuance of a Cash Dominion Event, the funds on deposit in the Administrative Agent’s Account shall be applied as provided in Sections 2.05(f) or 8.03, as applicable, of this Agreement. (f) 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. So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts (other than the Administrative Agent’s Account). Any amounts held or received in the Administrative Agent’s Account at any time when no Cash Dominion Event exists shall be promptly remitted to an account of the Lead Borrower, or as the Lead Borrower may otherwise direct.

Cash Management. (a) On or prior to the Restatement Effective Date, deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Processors listed on Schedule 5.21(b). (b) The Loan Parties shall ACH or wire transfer (i) no less frequently than weekly (and whether or not there are then any outstanding Obligations) to a Blocked Account all available amounts on deposit in each DDA used by any Store or other retail location or otherwise for the receipt of proceeds of Accounts or other Collateral from customers and other obligors (which shall not include any Excluded DDA, so that funds in an Excluded DDA are not sent to a Blocked Account), (ii) no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence Credit Card Issuers and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) 5048719.15048719.6 137 Credit Card Processors, and (iiiii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations)) all amounts on deposit in a Blocked Account to the Concentration Account; provided, all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitationthat, the available amounts from any DDA shall only be required to be transferred if the available amount on deposit in such DDA on such day is greater than $2,500, as may be required to be kept in the subject DDA by the depository bank. (c) Each Blocked Account Agreement as to a Blocked Account shall require that the applicable Blocked Account Bank, after notice by Administrative Agent to the applicable Blocked Account Bank, transfer no less frequently than daily to the Agent Payment Account all available amounts on deposit in the Blocked Account subject to such Blocked Account Agreement, including 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 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 Disposition sale or other transaction or event, including, without limitation, including any Prepayment Event;, provided, that, Administrative Agent shall only send such notice to a Blocked Account Bank with respect to a Blocked Account at any time a Cash Dominion Event shall exist. (ivd) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each The Blocked Account (net of any minimum balance, not Agreement as to exceed $10,000.00, as may be required to be kept in the subject Blocked Concentration Account by shall require that the applicable Blocked Account Bank), after notice by Administrative Agent to the applicable Blocked Account Bank, transfer no less frequently than daily to the Agent Payment Account, all funds on deposit therein, provided, that, Administrative Agent shall only send such notice to a Blocked Account Bank with respect to a Concentration Account at any time a Cash Dominion Event shall exist. (ce) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the All funds on deposit received in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Agent Payment Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in accordance with this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collections, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration a Blocked Account or the Canadian Concentration Account, as applicableor if there then exists a Cash Dominion Event, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (df) 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.

Cash Management. (a) On or prior to the Closing Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) reasonably satisfactory in form and substance to the Agent, which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into an Account Control Agreement satisfactory in form and substance to the Agent with each Controlled Account Bank (collectively, the “Controlled Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Controlled Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;; DB1/ 97390493.6 (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Controlled Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Controlled Account by the Blocked Controlled Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Agent. 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 U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Dominion Event, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Controlled Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) On or prior to the Closing Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b); (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank; and (iii) at the request of the Agent, deliver to the Agent 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 listed on Schedule 5.21(a). (b) From and after the Closing Date, the Loan Parties shall ACH or wire transfer to a Blocked Account no less frequently than daily (and daily, whether or not there are then any outstanding Obligations, all of the following: (i) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from Credit Card Processors and Credit Card Issuers and proceeds of all credit card processors.charges; (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable Loan Party from all sources, including, without limitation, the following: (iiii) all available cash receipts from the sale Disposition of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (iiiv) all proceeds of collections of Accounts;; and (iiiv) 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event;. (ivc) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then contents of each DDA (net of any minimum balance, not outstanding Obligations) to exceed $10,000.00, as may be required to be kept in the subject DDA concentration account controlled by the depository institution Agent at which such DDA is maintainedW▇▇▇▇ Fargo Bank, National Association (the “Concentration Account”); and, of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, the following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); (ii) all amounts required to be deposited into the Blocked Accounts pursuant to clause (b) above; and (iii) any other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event; provided, however, the Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements, whereby such agreements would provide, upon notice from the Agent, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the AgentAgent and all funds therein shall be wired to an account specified by Agent no less frequently than daily for application to the Obligations in accordance with the immediately following sentence. The Agent shall cause all funds received by it from the Concentration Account to be applied to the Obligations, which amounts shall be applied to the Obligations in the order proscribed in either Section 2.05(f) or Section 8.03 of this Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied Obligations. Subject to the Obligations as provided immediately following sentence, in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. So long as no Default or Event of Default shall have occurred and be continuing, there are no outstanding Obligations (other than Obligations with respect to Letters of Credit that have been Cash Collateralized in accordance with Section 2.03(g)) and all Letters of Credit have been Cash Collateralized in accordance with the terms hereof, the Agent shall cause all funds in the Concentration Account to be transferred to an account controlled by the Borrowers. (de) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.13(a) above, then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications, which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.21(a).

Cash Management. (a) ACH On or wire transfer no less frequently than daily prior to the day which is ninety (90) days following the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), cause all Deposit Accounts that are concentration and whether or not there are then any outstanding Obligations) controlled disbursement accounts of the Loan Parties to be maintained with Bank of America pursuant to such documentation as the Agent may reasonably request, including, without limitation, a Blocked Account all amounts on deposit Agreement satisfactory in each DDA (net of any minimum balance, not to 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) form and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory substance to the Agent with whom a Blocked respect to each such Deposit Account Agreement has been executed (collectively, the “U.S. Concentration AccountBlocked Accounts”); provided that the Borrower shall be permitted to maintain (x) for the six (6) month period immediately following the Closing Date, up to $1,500,000 in the aggregate, and (iiy) after thereafter, up to $1,000,000 in the aggregate in any disbursement account(s) which are not held by Bank of America (such account(s), the “Excluded Accounts”); it being understood that no Blocked Account Control Agreements or other control agreements shall be required in respect of the Excluded Accounts, provided that the aggregate amount on deposit in the Excluded Accounts does not exceed the amounts set forth in clauses (x) or (y) above, as applicable. (b) After the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer to the collection account maintained by the Canadian Loan Parties to the concentration account maintained Agent at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed America (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations)daily, all cash receipts and collections received by each applicable Loan Party from all sources, whether or not constituting Collateral, 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents entire ledger balance of each DDA Blocked Account or any other Deposit Account of the Loan Parties (in each case, net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00 per account, as may be required to be kept in the subject Blocked Account or other Deposit Account by the applicable Blocked Account BankBank or depository). (c) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of an Event of Default, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the repayment of the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date (or such later date as the Administrative Agent may agree in the Post Closing Agreement): (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of each applicable Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank (the accounts covered by such Blocked Account Agreements, collectively, the “Blocked Accounts”). (b) The Loan Parties shall ACH or wire transfer no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to an account of a Loan Party identified on Schedule 6.13 or otherwise to a Blocked Account all amounts on deposit and available at the close of each Business Day in each DDA (if any) (net of any such minimum balancebalance consistent with past practices, but not to exceed $2,500.00, as may be required to be kept 15,000,000 in the subject DDA aggregate for all DDAs and Blocked Accounts in any event), and all cash payments received by the depository institution at which such DDA is maintained) and all payments due Loan Parties from credit card processors. (ic) After the occurrence and during the continuance of a Cash Dominion EventEvent (and delivery of notice thereof from the Administrative Agent to the Lead Borrower and the applicable Blocked Account Bank), cause the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), all cash receipts and collections received by each applicable Loan Party from all sources(other than Operating Cash), including, without limitation, the following:following (collectively and excluding Operating Cash, the “Cash Receipts”): (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 Collateralother than Operating Cash); (ii) all proceeds of collections of Accounts; (iii) the then contents of each DDA (other than Operating Cash); (iv) all Net ProceedsProceeds from any Prepayment Event, and (other than Operating Cash) all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger available cash balance of each Blocked Account (net other than Operating Cash); and (vi) the cash proceeds of all credit card charges received by any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank)Loan Party. (cd) Each of the U.S. Concentration Account and the Canadian 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 U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (ivSections 2.05(h) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities or 8.03, as provided in applicable, of this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collectionsCash Receipts, such receipts and collections Cash Receipts shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (de) Upon So long as no Cash Dominion Event has occurred and is continuing, the request Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (f) Any amounts held or received in the Concentration Account at any time when no Cash Dominion Event exists shall be promptly remitted to an account of the Agent, cause bank statements and/or other reports to be delivered to Lead Borrower or as the 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 aboveLead Borrower may otherwise direct.

Cash Management. (a) To the extent not previously delivered prior to the Effective Date, deliver to the Agent copies of notifications in the form of Exhibit H hereto (each, a “Credit Card Notification”), or otherwise reasonably satisfactory in form and substance to the Agent which have been executed by the applicable Loan Parties and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed in the Perfection Certificate with respect to which the Loan Parties have established credit card processing arrangements independent of SHC and its Subsidiaries, and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank set forth on Schedule 6.12. (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Loan Agreement Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due received from credit card processorsall Credit Card Issuers and Credit Card Processors and from SHC and its Subsidiaries pursuant to the Separation Agreements. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Agent at Bank of America or with another Domestic Lender reasonably satisfactory financial institution acceptable to the Agent with whom a Blocked Account Agreement has been executed in its sole discretion (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Loan Agreement Obligations), all cash receipts and collections received by each applicable 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 proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments Proceeds received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.0050,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); All funds in each DDA and each Blocked Account 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. (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Agent. 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 U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Dominion Event, (A) unless the Loan Agreement Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the Canadian Concentration Collection Account shall at all times be collateral security for all of applied to the Canadian LiabilitiesLoan Agreement Obligations as provided in Section 2.05(e) hereof, and (iiiB) if the Loan Agreement Obligations have been accelerated pursuant to Section 8.02 hereof, the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this AgreementSection 8.03 hereof. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon entering into any agreements with any new Credit Card Issuer or Credit Card Processor, the Loan Parties shall deliver to the Agent a Credit Card Notification as set forth in Section 6.12(a) hereof. (f) The Agent agrees that (1) it shall not direct any Credit Card Issuer or Credit Card Processor to transfer any proceeds pursuant to any Credit Card Notification unless a Cash Dominion Event has occurred and is continuing and (2) if any Loan Party shall so request, unless a Cash Dominion Event has occurred and is continuing, the Agent shall countersign any notification, request, order or direction from such Loan Party to any Credit Card Issuer or Credit Card Processor directing payments from such Credit Card Issuer or Credit Card Processor to be made to a new or different DDA, provided such DDA is a Blocked Account. (g) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Effective Date, the Loan Parties shall: (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) deliver to the Administrative Agent a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank executed and delivered by the applicable Loan Party and such Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (ic) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion EventTrigger Event and notice from the Administrative Agent or the Required Lenders, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), ) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic Concentration Account”) (in the case of any Domestic Loan Party) or maintained by the Canadian Agent at Bank of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) of all cash receipts and collections received by each applicable Loan Party from all sourcescollections, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by aggregate for all DDAs the depository institution at which such DDA is maintainedamount equal to the Target Amount); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (cd) Each The Domestic Concentration Account shall at all times be under the sole dominion and control of the U.S. Concentration Account Collateral Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. each Domestic Concentration Account shall at all times be collateral security for all of the Obligations and Obligations, (iii) the funds on deposit in the each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement Liabilities and Foreign Liabilities and (iv) the funds on deposit in the Canadian Concentration Account Accounts shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts proceeds or collectionscollections while a Trigger Event exists, such receipts proceeds and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Domestic Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agents. Notwithstanding the foregoing, to the extent that no Obligations are outstanding any amounts deposited in the Domestic Concentration Account and the Canadian Concentration Account shall be disbursed by the Administrative Agent or Canadian Agent, as applicable to such depository accounts as may be designated by the applicable Borrower. (de) Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent Agents 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) On or prior to the Closing Date, deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b) (with evidence of such delivery received by Agent). (b) Within ninety (90) days after the Closing Date (or such later date as Agent may agree), enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (c) Whether or not a Cash Dominion Event has occurred and is continuing, the Loan Parties shall (i) ACH or wire transfer, with such frequency as is consistent with their respective business practices in effect on the Closing Date or as otherwise agreed to by the Agent (and whether or not there are then any outstanding Obligations) to a Blocked Account or the Concentration Account, all amounts on deposit and available in each DDA (net of any minimum balance as may be required to be kept in such DDA by the depository institution at which such DDA is maintained provided, that, during a Cash Dominion Event, such minimum balance shall not exceed the greater of $10,000 individually or the minimum balance required by any applicable Blocked Account Bank, but in any event not more than $500,000 in the aggregate), (ii) cause (A) all cash receipts, all collections of Accounts and all other proceeds of the sales of Inventory and other Collateral, including, without limitation, 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 to be deposited into a Blocked Account, and (iii) cause all funds in each Blocked Account and payments due from all Credit Card Issuers and Credit Card Processors to be forwarded with such frequency as is consistent with their respective business practices in effect on the Closing Date (which Borrowers acknowledge is on a daily basis on each Business Day) or as otherwise agreed to by the Agent, to a deposit account maintained by Borrowers at Bank of America (the “Sub-Concentration Account”), and in the case of the Sub-Concentration Account transferred to the deposit account at ▇▇▇▇▇ -103- Fargo established to receive funds from the Sub-Concentration Account ( the “Master Concentration Account”, and together with the Sub-Concentration Account, the “Concentration Accounts”) which is subject to a Blocked Account Agreement. (d) At any time that a Cash Dominion Event exists, after delivery of a notice thereof from the Agent (at Agent’s option or at the request of the Required Lenders) to the applicable Blocked Account Bank), the Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day all funds in such Master Concentration Account and any other Blocked Account to the Agent Payment Account. (e) Each Blocked Account Agreement with respect to a DDA (other than the Concentration Accounts) shall require all amounts to be transferred to either the Sub-Concentration Account or the Master Concentration Account (and in the case of the Sub-Concentration Account to the Master Concentration Account) and each Blocked Account Agreement with respect to a Concentration Account shall require that upon notice from Agent which notice shall be delivered only after the occurrence and during the 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 Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors. (i) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Payment Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, including the issuance of any Prepayment EventIndebtedness or Equity Interests; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (vi) the proceeds of all credit card charges. (cf) Each of the U.S. The Concentration Account and the Canadian Concentration Account Accounts shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration AccountAccounts, (ii) the funds on deposit in the U.S. Concentration Account Accounts shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account Accounts shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.126.13, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Master Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent.. -104- (dg) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the 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. (h) So long as no Cash Dominion Event has occurred and is continuing, Loan Parties may add or replace a DDA or Blocked Account Bank provided, that, no later than thirty (30) days after the time of the opening of such DDA, the applicable Loan Party and such applicable Blocked Account Bank shall have executed and delivered to Agent a Blocked Account Agreement (including any acknowledgement and agreement of the Blocked Account Bank or securities intermediary with respect thereto). Notwithstanding the foregoing, Borrowers may not establish a new Concentration Account after the date hereof, without prior notice to Agent and delivery of a Blocked Account Agreement, contemporaneously with the opening of such Concentration Account. (i) So long as no Cash Dominion Event has occurred and is continuing, Loan Parties may add or replace Credit Card Processors and Credit Card Issuers and shall upon such addition or replacement provide to Agent no later than fifteen (15) days after the time of entering into such new arrangements, applicable Credit Card Notifications.

Cash Management. (a) No later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent shall agree in its sole discretion): (i) deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit I, which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Whether or not a Triggering Event has occurred and is continuing, the Loan Parties shall (i) ACH or wire transfer no less frequently than daily transfer, with such frequency as is consistent with their respective practices in effect on the Closing Date, (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit and available in each such DDA (net of any minimum balance, not to exceed $2,500.00, balance as may be required to be kept in the subject such DDA by the depository institution at which such DDA is maintained) and (ii) cause all payments due from credit card processorsprocessors to be forwarded to a Blocked Account. (ic) After the occurrence and during the continuance of a Cash Dominion EventTriggering Event (and delivery of notice thereof from the Administrative Agent to the Borrower and the applicable Blocked Account Bank), cause the Loan Parties and each Blocked Account Bank shall ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily once each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Collateral Agent at Bank of America (the “Concentration Account”), of all cash receipts receipts, all collections of Accounts and collections received by each applicable Loan Party from all sourcesother proceeds of the Collateral, 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 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 Disposition sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (c) Each of the U.S. Concentration Account and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (d) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Second Restatement Date: (i) deliver to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors. (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer by the Domestic Loan Parties to the concentration account maintained by the Agent at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian The Concentration Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in the U.S. Concentration Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the 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) On or prior to the Closing Date enter into an Account Control Agreement satisfactory in form and substance to the Agent with each Controlled Account Bank (collectively, the “Controlled Accounts”). (b) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Controlled Account all amounts on deposit in each DDA (net of any minimum balance, not to 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) and all payments due from credit card processors). (ic) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Agent at Reference Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (iv) the contents then contents of on deposit in each DDA (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (v) the then entire ledger balance of each Blocked Controlled Account (net of any minimum balance, not to exceed $10,000.002,500.00, as may be required to be kept in the subject Blocked Controlled Account by the Blocked Controlled Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the Agent. (de) Upon the request of the Agent, cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Controlled Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) On or prior to the ClosingFourth Amendment Effective Date: (i) deliver to the Lender copies of Credit Card Notifications to the Lender which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b) to the Disclosure Schedule; and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Lender with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) Prior to the occurrence of a Cash Dominion Event, ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to 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 subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors and credit card issuers. (c) After the occurrence and during the continuance of a Cash Dominion Event, (i) ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each DDA (net of any minimum balance, not to exceed $2,500.002,500, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors. processors and credit card issuers and (iii) After the occurrence and during the continuance of a Cash Dominion Event, cause the ACH or wire transfer to the collection account maintained by the Domestic Loan Parties to the concentration account maintained Lender at Bank of America or with another Domestic Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “U.S. Concentration Account”) , and (ii) after the occurrence and during the continuance of an Event of Default, cause the ACH or wire transfer by the Canadian Loan Parties to the concentration account maintained at Bank of America-Canada Branch or with another Canadian Lender reasonably satisfactory to the Agent with whom a Blocked Account Agreement has been executed (the “Canadian Concentration Collection Account”), as applicable, in each case no less frequently than daily (and whether or not there are then any outstanding Obligations), all cash receipts and collections received by each applicable 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 Disposition or other transaction or event, including, without limitation, any Prepayment Event; (ivv) the then contents of each DDA (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); and (vvi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $10,000.002,500, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank). (cd) Each of the U.S. Concentration Account and the Canadian Concentration The Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the 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 U.S. Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in the U.S. Concentration Collection Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Dominion Event, the funds on deposit in the Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities, (iii) the funds on deposit in the U.S. Concentration Collection Account shall be applied to the Obligations as provided in this Agreement and (iv) the funds on deposit in the Canadian Concentration Account shall be applied to the Canadian Liabilities as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent Lender, 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 U.S. Concentration Collection Account or the Canadian Concentration Account, as applicable, or dealt with in such other fashion as such Loan Party may be instructed by the AgentLender. (de) Upon the request of the AgentLender, cause bank statements and/or other reports to be delivered to the 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.