Common use of Cash Management Clause in Contracts

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 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 such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 and other assets (other than Operating Cash); (ii) all proceeds of collections of Accounts of the Loan Parties; (iii) 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, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Party. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.07, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 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 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. (e) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 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); 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 such Loan Party’s credit card clearinghouses and processors each depository institution 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”5.21(a). (b) Subject to From and after the terms of the Post-Closing LetterDate, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 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 Loan Parties from subject DDA by the sale of Inventory and other assets (other than Operating Cashdepository institution at which such DDA is maintained); (ii) all payments due from Credit Card Processors and Credit Card Issuers and proceeds of collections of Accounts of the Loan Partiesall 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 sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from 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 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 Agent at ▇▇▇▇▇ Fargo (the “Concentration Account”), of all cash balance of receipts and collections received by each DDA Loan Party from all sources (net of any minimum balancethe “Receipts and Collections”), not to exceed $200,000 in including, without limitation, the aggregate) for all DDAs combined;following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; and (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan PartyParty 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. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and . The Agent shall cause all funds on deposit in the Canadian Concentration Account shall at all times to be under applied in the sole dominion and control order proscribed in either Section 2.05(f) or Section 8.03 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit Obligations. During a Cash Dominion Event, in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, that notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) 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 If the Agent does not permit cash require DDA Notifications to be delivered on the Closing Date in an aggregate amount in excess of 10% of the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Baseaccordance with Section 6.13(a) above, 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 shall, upon the ordinary course of their business the current liabilities incurred by them in the ordinary course of their business and without acceleration request of the satisfaction 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) Upon receipt of any proceeds of Term Loan Priority Collateral, the Loan Parties shall, on the date of such current liabilities) to accumulate and be maintained in receipt, deposit such proceeds into the deposit accounts or Cash Equivalents of the Term 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 outstandingPriority Account.

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 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); 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 such Loan Party’s credit card clearinghouses and processors each depository institution 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”5.21(a). (b) Subject to From and after the terms of the Post-Closing LetterDate, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (other than Operating Cash, and Cash Equivalents being held in accordance with the terms Stripe Blocked Account) all of the proviso at the end of the definition of “Permitted Investments”), including, without limitation, the following: (i) all available cash receipts amounts on deposit in each DDA other than any DDAs that constitute Blocked Accounts (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); provided that, notwithstanding the foregoing, the Loan Parties shall at all times cause all available amounts on deposit in the Shopify Account to automatically transfer no less frequently than daily to the Shopify Blocked Account; (ii) all payments due from Credit Card Processors and Credit Card Issuers and proceeds of all credit card charges; (iii) all cash receipts from the sale Disposition of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (iiiv) all proceeds of collections of Accounts of the Loan Parties;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 sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from 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 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 Agent at ▇▇▇▇▇ Fargo (the “Concentration Account”), of all cash balance of receipts and collections received by each DDA Loan Party from all sources (net of any minimum balancethe “Receipts and Collections”), not to exceed $200,000 in including, without limitation, the aggregate) for all DDAs combined;following:18 (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; andand 18 Effective on Simon Group Closing Date. (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan Party.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.19 (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and . The Agent shall cause all funds on deposit in the Canadian Concentration Account to be applied to the Obligations, which amounts shall at all times be under applied to the sole dominion and control Obligations in the order prescribed in either Section 2.05(g) or Section 8.03 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections, such receipts and collections (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 during a Cash Dominion Event Exists, such 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 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.Agent.20 (e) 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 . (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 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 after the Closing Date, deliver to an account the Agent copies of DDA Notifications, which have been executed on behalf 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 applicable Loan Party and delivered to an account of the Canadian Borrower or as the Canadian Borrower may otherwise directeach depository institution listed on Schedule 5.21(a). (fg) The Loan Parties acknowledge and agree that they shall cause the P-Card Account to be closed on or before sixty (60) days after the Closing Date, and, at all times prior to such closure, the balance of the P-Card Account shall be equal to or less than $200,000. (h) The Loan Parties shall not permit cash any amounts to be deposited or otherwise held 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 (Shopify Account other than amounts received from Shopify pursuant to the Shopify Contract. (i) “store” cash, cash The Loan Parties shall not permit any amounts to be deposited or otherwise 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 Stripe Blocked Account (i) to exceed $500,000 or (ii) be used for any purpose other than to fund 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 outstandingStripe Deposit. 19 Effective on Simon Group Closing Date. 20 Effective on Simon Group Closing Date.

Cash Management. (a) On Prior to the date that is forty-five (45) days (or prior such later date as may be consented to by the Agent, such consent not to be unreasonably withheld, conditioned or delayed) following the Closing Date or such later dates specified (in each case to the Post-Closing Letter:extent not previously delivered in connection with the Existing Credit Agreement): (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 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 5.26(b); and (ii) enter into a Blocked Account Agreement with each Blocked Account Bank, subject to Section 6.11(d)6.11(d) below (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 such Loan Party’s credit card clearinghouses and processors each depository institution listed on Schedule 5.21(b5.26(a); and . Notwithstanding anything herein to the contrary, the provisions of this Section 6.11(a)6.11(a) shall not apply to any deposit account that is acquired by a Loan Party in connection with a Permitted Business Acquisition permitted under this Agreement prior to the date that is sixty (ii60) 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 days (other than payroll and other specific DDAs or such later date as may be acceptable consented to by the AgentsAgent, such consent not to be unreasonably withheld, conditioned or delayed) established or maintained by any Loan Party as following the date of the Closing Date with such Blocked Account Bank (collectively, the “Blocked Accounts”)Permitted Business Acquisition. (b) Subject to From and after the terms of the Post-Closing LetterDate, the Loan Parties shall ACH or wire transfer no less frequently than once each per Business Day (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 such DDA except for the Term Priority Accounts (net of such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 2,500, as may be required to be kept in the aggregate for subject DDA by the depository institution at which such DDA is maintained); (ii) all DDAs in any eventpayments due from Credit Card Processors and Credit Card Issuers and proceeds of all credit card charges; (iii) all cash receipts from the Disposition of Inventory and other assets (whether or not constituting Collateral); (iv) all proceeds of Accounts; and (v) all Net Proceeds, and all other cash payments received by any a Loan Party from credit card processorsany Person or from any source or on account of any Disposition or other transaction or event (other than identifiable proceeds of Term Priority Collateral, which may be paid to the Term Loan Agent for application of the Term Loan Obligations). (c) After Each Blocked Account Agreement shall require upon notice from the Agent, which notice shall be delivered only after the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each per 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 W▇▇▇▇ Fargo (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 Loan Party from all sources (the Loan Parties (other than Operating Cash, “Receipts and Cash Equivalents being held in accordance with the terms of the proviso at the end of the definition of “Permitted InvestmentsCollections”), including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash); (ii) all proceeds of collections of Accounts of the Loan Parties; (iii) 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, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500, as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; and (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan PartyParty from any other source, on account of any type of transaction or event; provided, however, that (i) 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 once per 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 and (ii) the Loan Parties may maintain the Term Priority Accounts, so long as the Loan Parties only deposit any funds into such account that constitute identifiable proceeds of Term Priority Collateral and no other funds or amounts can be deposited therein. (d) Notwithstanding anything herein or in any other Loan Document to the contrary, the Loan Parties shall not be required to enter into any Blocked Account Agreement with respect to DDAs that have an average daily balance of less than $2,500,000, individually or in the aggregate. (e) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and . The Agent shall cause all funds on deposit in the Canadian Concentration Account to be applied to the Obligations, which amounts shall at all times be under applied to the sole dominion and control Obligations in the order proscribed in either Section 2.05(e)2.05(e) or Section 8.048.04 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.116.11, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (ef) Upon the request of the Administrative Agent, after the Domestic occurrence and during the continuance of a Cash Dominion Event or a Designated Event of Default, 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. Upon . (g) If the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.11(a)6.11(a) above, then the Loan Parties shall, 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 after the Closing Date, deliver to an account the Agent copies of DDA Notifications, which have been executed on behalf 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 applicable Loan Party and delivered to an account of the Canadian Borrower or as the Canadian Borrower may otherwise directeach depository institution listed on Schedule 5.26(a). (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) On or prior to the Closing Date or such later dates specified in the Post-Closing Letter: (i) Date, 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 Credit Card 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 The Loan Parties shall ACH or wire transfer no less frequently than once daily (and whether or not there are then any outstanding Obligations), other than as to certain Store locations consistent with current practices, for which such ACH or wire transfer will be no less frequently than weekly (so long as the aggregate amount of the funds in all such accounts at any time does not exceed $1,000,000), to a Blocked Account (including Banner Accounts) all available amounts on deposit in each Business Day 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) and all payments due from Credit Card Issuers and Credit Card Processors and 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 a Blocked Account to a Master Concentration Account; provided, that, (i) with respect to a DDA relating to a Store location for which such DDA (net of ACH or wire transfer is no less frequently than weekly, up to $25,000 may remain in any such minimum balance consistent with past practicesDDA, but not to exceed $200,000 1,000,000 in the aggregate for all such DDAs and (ii) with respect to a DDA for which such ACH or wire transfer is no less frequently than daily, the available amounts from such DDA shall only be required to be transferred if the available amount on deposit in such DDA on such day is greater than $250,000, so long as the aggregate amount of available funds in all such DDAs at any eventtime, immediately after giving effect to the transfers for such day, does not exceed $3,500,000 (except that so long as no Cash Dominion Event exists, Borrowers may maintain, in addition and to the extent that no Base Rate Loans are outstanding, available amounts for all such Blocked Accounts of up to an aggregate amount of $100,000,000 for a period of seven (7) and all payments received by any Loan Party from credit card processorsdays). (c) After Within sixty (60) days after the occurrence and during the continuance of a Cash Dominion Event Closing Date (and delivery of notice thereof from or such longer period as the Administrative Agent or may approve in writing in its sole discretion but in no event more than one hundred eighty (180) days from the Canadian AgentClosing Date), as applicable, deliver to Administrative Agent (i) Blocked Account Agreements reasonably satisfactory in form and substance to the Lead Borrower Administrative Agent as duly authorized, executed and delivered by such Loan Party and the applicable Blocked Account Bank), the Bank with which such Loan Parties and Party maintains each Blocked Account and each Master Concentration Account covering each such Blocked Account and Master Concentration Account and (ii) control agreements reasonably satisfactory in form and substance to the Administrative Agent as duly authorized executed and delivered by such Loan Party and any securities intermediary with which such Loan Party maintains any securities or investment accounts, covering each such securities or investment account maintained with such securities intermediary that at any time holds or constitutes any Related Collateral (as defined in the Security Agreement) or other Collateral. (d) Each Blocked Account Agreement as to a Blocked Account shall require that the applicable Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligationssubject to the limitations set forth in Section 6.13(b) above) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic a Master Concentration Account”) (Account all available amounts on deposit 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 by the Loan Parties (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”)Blocked Account subject to such agreement, including, without limitation, the following: : (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); ; (ii) all proceeds of collections of Accounts of the Loan Parties; Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each . Each Blocked Account (net of Agreement as to a Master Concentration 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 funds on deposit therein, provided, that, Administrative Agent shall only send such notice to a Blocked Account Bank with respect to a Master Concentration Account at any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Partytime a Cash Dominion Event shall exist. (de) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the All funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined received in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Agent Payment Account shall be applied to the Obligations as provided in accordance with Section 2.05 8.03 of this AgreementAgreement to the extent then due and payable. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 Domestic Concentration a Blocked Account or the Canadian a Master 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 or the Canadian Agent, as applicable. (ef) 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. 139 (a) On or prior to the Closing Date or such later dates specified in the Post-Closing Letter: (i) Date, 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 Credit Card 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations), (i) other than as to certain Store locations consistent with past practices, for which such ACH or wire transfer will be no less frequently than weekly (so long as the aggregate amount of the funds in all such accounts at any time does not exceed $1,000,000), to a Blocked Account (including Banner Accounts) or a Master Concentration 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 or a Master Concentration Account), (ii) all payments due from Credit Card Issuers and Credit Card Processors or otherwise in respect of ABL Priority Collateral to a Blocked Account or a Master Concentration Account and (iii) all amounts on deposit in each a Blocked Account to a Master Concentration Account; provided, that, (A) with respect to a DDA relating to a Store location for which such DDA (net of ACH or wire transfer is no less frequently than weekly, up to $25,000 may remain in any such minimum balance consistent with past practicesDDA, but not to exceed $200,000 1,000,000 in the aggregate for all such DDAs, (B) with respect to a DDA for which such ACH or wire transfer is no less frequently than daily, the available amounts from such DDA shall only be required to be transferred if the available amount on deposit in such DDA on such day is greater than $250,000, so long as the aggregate amount of available funds in all such DDAs at any time, immediately after giving effect to the transfers for such day, does not exceed $3,500,000 (except that so long as no Cash Dominion Event exists, Borrowers may maintain, in addition, available amounts for all such Blocked Accounts of up to an aggregate amount of $100,000,000 for a period of seven (7) days), and (C) the Loan Parties shall not be required to ACH or wire transfer to a Blocked Account or a Master Concentration Account (1) the SUPERVALU Payment, (2) any eventother amount received in connection with a Pre-Spin Transaction, or (3) and all payments received by the Net Cash Proceeds from the Disposition of any Save-A-Lot Retained Interest, to the extent the same are required to be applied to the Term Loan Party from credit card processorsDebt or deposited in an account containing only proceeds of the Term Loan Collateral pursuant to the Term Loan Agreement (as in effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent). (c) After Within sixty (60) days after the occurrence and during the continuance of a Cash Dominion Event Closing Date (and delivery of notice thereof from or such longer period as the Administrative Agent or may approve in writing in its sole discretion but in no event more than one hundred eighty (180) days from the Canadian AgentClosing Date), as applicable, deliver to Administrative Agent (i) Blocked Account Agreements reasonably satisfactory in form and substance to the Lead Borrower Administrative Agent as duly authorized, executed and delivered by such Loan Party and the applicable Blocked Account Bank), the Bank with which such Loan Parties and Party maintains each Blocked Account and each Master Concentration Account covering each such Blocked Account and Master Concentration Account and (ii) control agreements reasonably satisfactory in form and substance to the Administrative Agent as duly authorized executed and delivered by such Loan Party and any securities intermediary with which such Loan Party maintains any securities or investment accounts, covering each such securities or investment account maintained with such securities intermediary that at any time holds or constitutes any Related Collateral (as defined in the Security Agreement) or other Collateral. (d) Each Blocked Account Agreement as to a Blocked Account shall require that the applicable Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligationssubject to the limitations set forth in Section 6.13(b) above) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic a Master Concentration Account”) (Account all available amounts on deposit 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 by the Loan Parties (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”)Blocked Account subject to such agreement, including, without limitation, the following: : (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); ; (ii) all proceeds of collections of Accounts of the Loan Parties; Accounts; (iii) all Net Proceeds, and all other cash payments received by a 140 Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; ; it being understood and agreed that the Loan Parties shall not be required to ACH or wire transfer to a Blocked Account or a Master Concentration Account (ivA) the then cash balance SUPERVALU Payment, provided, that, not later than the fifth (5th) Business Day following the date the Distribution is consummated, the Lead Borrower shall apply the amount of each DDA the SUPERVALU Payment to prepay the Term Loan Debt, (net B) any other amount received in connection with a Pre-Spin Transaction or (C) the Net Cash Proceeds from the Disposition of any minimum balanceSave-A-Lot Retained Interest, not to exceed $200,000 the extent the same are required to be applied to repay the Term Loan Debt or reinvested pursuant to the Term Loan Agreement (as in effect on the aggregate) for all DDAs combined; (v) date of Amendment No. 3 or as thereafter amended with or without the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Party. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control approval of the Administrative Agent, and ) or deposited in an account containing only proceeds of the Canadian Term Loan Collateral pursuant to the Term Loan Agreement (as in effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent). Each Blocked Account Agreement as to a Master Concentration Account shall at all times be under require that the sole dominion and control of applicable Blocked Account Bank, after notice by Administrative Agent to the Canadian Agent. The Loan Parties hereby acknowledge and agree that (i) applicable Blocked Account Bank, transfer no less frequently than daily to the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Agent Payment Account, (ii) the all funds on deposit in each Domestic therein, provided, that, Administrative Agent shall only send such notice to a Blocked Account Bank with respect to a Master Concentration Account at any time a Cash Dominion Event shall at all times be collateral security for the Secured Obligations exist. (as defined e) All funds received in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Agent Payment Account shall be applied to the Obligations (without permanent reduction of the Commitments) as provided in accordance with Section 2.05 8.03 of this AgreementAgreement to the extent then due and payable. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existsfunds, such proceeds and collections funds 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 Domestic Concentration a Blocked Account or the Canadian a Master 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 or the Canadian Agent, as applicable. (ef) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterEffective Date: (i) deliver to the Administrative Agent (with respect to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) Lender copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H E which have been executed on behalf of such Loan Party the Borrower and delivered to such Loan Partythe Borrower’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Lender 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 At the request of the Lender, the Borrower shall deliver to the terms Lender copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit F which have been executed on behalf of the Post-Closing Letter, the Loan Parties Borrower and delivered to each depository institution listed on Schedule 5.21(a). (c) The Borrower shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processorsCredit Card Issuers and Credit Card Processors. (cd) After Each Blocked Account Agreement shall require upon notice from Lender, which notice shall be delivered only after the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent Lender at Bank of America W▇▇▇▇ Fargo (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 the Loan Parties (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”)Borrower from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (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 sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (de) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian AgentLender. The Loan Parties Borrower hereby acknowledge acknowledges and agree agrees that (i) the Loan Parties have Borrower has no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party the Borrower receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts and collections shall be held in trust by such Domestic Loan Party the Borrower for the Administrative Agent and by such Canadian Loan Party for the Canadian AgentLender, 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 Domestic 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 or the Canadian Agent, as applicableLender. (ef) Upon the request of the Administrative AgentLender, the Domestic Loan Parties Borrower shall cause bank statements and/or other reports to be delivered to the Administrative Agent Lender not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. 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) On or prior to before the date that is ninety (90) days following the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 F which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day weekly (or such longer time period as the Agent may agree) (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processorsall Credit Card Issuers and Credit Card Processors. (c) After Each Blocked Account Agreement 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 (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 5,000, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 5,000, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent 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 At the request of the Agent, the Loan Parties shall deliver to the terms Agent copies of notifications (each, a “DDA Notification”), in form and substance reasonably satisfactory to the Post-Closing LetterAgent, the which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (c) The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processorsall Credit Card Issuers and Credit Card Processors. (cd) 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 (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (de) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (ef) Upon the reasonable 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 . (g) maintain substantially all Cash Management Services, deposit accounts (including all Blocked Accounts and the request Concentration Account) and securities and investment accounts of the Canadian AgentBorrowers with Agent or any of its Affiliates (including, without limitation, ▇▇▇▇▇ Fargo Merchant Services), it being understood and agreed that the Canadian Loan Parties shall cause bank statements and/or other reports to be delivered to maintain through the Administrative term of this Agreement the Cash Management Services, deposit accounts and securities and investment accounts held by the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer or any of funds its Affiliates 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 directClosing Date. (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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (i) deliver to the Administrative Agent (with respect to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) Lender copies of [notifications (each, a “]Credit Card [Notification”) substantially reasonably satisfactory in form and substance]Notifications to the form attached hereto as Exhibit H 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 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”).. [TABLE OF CONTENTS] [(continued)] [Page] (b) Subject Prior to the terms occurrence of the Post-Closing Lettera Cash Dominion Event, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 2,500, as may be required to be kept in the aggregate for all DDAs in any eventsubject DDA by the depository institution at which such DDA is maintained) and all payments received by any Loan Party due from credit card processorsprocessors and credit card issuers. (c) After the occurrence and during the continuance of a Cash Dominion Event Event, (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank), the Loan Parties and each Blocked Account Bank shall i) ACH or wire transfer no less frequently than once each Business Day 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 concentration subject DDA by the depository institution at which such DDA is maintained) and all payments due from credit card processors and credit card issuers and (ii) cause the ACH or wire transfer to the collection account maintained by the Administrative Agent Lender at Bank of America (the “Domestic Concentration Collection Account”) ), no less frequently than daily (in the case of and whether or not there are then 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) outstanding Obligations), all cash receipts and collections received by the each Loan Parties (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”)Party from all sources, 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 (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds cash received or paid to or for the account of collections any Person not in the ordinary course of Accounts of the Loan Partiesbusiness, including tax refunds, pension plan reversions, indemnity payments and any purchase price adjustments; (iii) all proceeds of collections of Accounts; (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 sale Disposition or other transaction or event[, including, without limitation, all Net Proceeds from any Prepayment Event]; (ivv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500, as may be required to be kept in the aggregate) for all DDAs combined;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 $200,000 2,500, as may be required to be kept in the aggregate) for all subject Blocked Accounts combined; and Account by the Blocked Account Bank). [TABLE OF CONTENTS] [(vi) the cash proceeds of all credit card charges received by any Loan Party.continued)] [Page] (d) The Domestic Concentration Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian 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 Domestic Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Collection Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) during the continuance of a Cash Dominion Event, the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Collection Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.12, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 AgentLender, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Domestic 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 Administrative Agent or the Canadian Agent, as applicableLender. (e) Upon the request of the Administrative AgentLender, the Domestic Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent Lender not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. 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) [On or or]To the extent not previously delivered prior to the Closing Date or such later dates specified in the Post-Closing Letter[Closing]Fourth Amendment Effective Date: (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 reasonably satisfactory in form and substance to the form attached hereto as Exhibit H 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 a Blocked an Account Control Agreement satisfactory in form and substance to the Agent 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 Controlled Account Bank (collectively, the “Blocked Controlled Accounts”). (b) Subject to the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Controlled Account all amounts on deposit in each such DDA (net of such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate for all DDAs in any eventsubject DDA by the depository institution at which such DDA is maintained) and all payments received by any Loan Party due from credit card processorsall Credit Card Issuers and Credit Card Processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from Event, cause the Administrative Agent or the Canadian Agent, 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 to the collection account maintained by the Agent at Bank of America (the “Collection Account”), no less frequently than once each Business Day 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) ), all cash receipts and collections received by the each Loan Parties (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”)Party from all sources, 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 (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combined;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 $200,000 2,500.00, as may be required to be kept in the aggregate) for all Blocked Accounts combined; and (vi) subject Controlled Account by the cash proceeds of all credit card charges received by any Loan PartyControlled Account Bank). (d) The Domestic Concentration Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the 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) during the continuance of a Cash Dominion Event, the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Collection Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) during the continuance of a Cash Dominion Event, the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Collection Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.070, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 Domestic 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 Administrative Agent or the Canadian Agent, as applicable. (e) 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 Controlled 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) On The Loan Parties shall within 90 days after the Effective Date with respect to any DDA maintained on the Effective Date and within 90 days after the opening or prior to the Closing Date acquisition of any new DDA or such later dates specified in the Post-Closing Letter: (i) deliver to longer period as the Administrative Agent (with respect to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) copies of notifications (eachmay reasonably agree, 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 reasonably satisfactory in form and substance to the Loan Parties as of the Closing Date Agents 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 with any Loan Party as of the Closing Date with such Blocked Account Bank (collectively, the “Blocked Accounts”); provided that Blocked Accounts shall not include (i) deposit accounts specifically and exclusively used for payroll, payroll taxes and employee wage, health and other benefit payments to or for the benefit of any Loan Party’s employees, (ii) any zero balance account, (iii) accounts solely used for cash deposits pursuant to the definition of Permitted Encumbrances, (iv) any escrow account, trust and customer deposit account, (v) accounts solely used to deposit proceeds of the Designated Senior Indebtedness Priority Collateral, and (vi) accounts not exceeding $1,000,000 in the aggregate for all such accounts. (b) Subject to clause (a) above, instruct all customers to deposit all cash proceeds from sales of Inventory or Frac Iron or performance of services in every form into a Blocked Account and to the terms extent not so deposited directly by the customers, deposit such amounts into a Blocked Account promptly, but in no event less frequently than once every three (3) Business Days. (c) Each Blocked Account Agreement shall require that, after the Blocked Account Bank’s receipt of written notice from the Post-Closing LetterCollateral Agent given after the occurrence and during the continuance of a Dominion Trigger Event, the Loan Parties Blocked Account Bank shall effectuate the ACH or wire transfer no less frequently than 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 such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Collateral Agent at Bank of America (the “Domestic Concentration Collection 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 by the Loan Parties (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 and other assets (other than Operating Cash); (ii) all proceeds of collections of Accounts of the Loan Parties; (iii) 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, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Partyfunds in such Blocked Account. (d) The Domestic Concentration Collection Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Collection Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Collection Account shall be applied as provided in pursuant to Section 2.05 8.03 on a daily basis after the occurrence and during the continuation of this Agreementa Dominion Trigger Event. In the event that, notwithstanding the provisions of this Section 6.076.12, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 Domestic 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 Administrative Agent or the Canadian Collateral Agent, as applicable. (e) Upon the request of the Administrative AgentAgent after the occurrence and during the continuance of a Dominion Trigger Event, 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) On or prior to the Closing Date or such later dates specified Except as otherwise provided in the Post-Closing Letterthis Agreement: (i) following the termination of the ABL Credit Agreement, deliver to Lender copies of notifications (each, a “DDA Notification”) substantially in the Administrative Agent form attached hereto as Exhibit B which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a); (with respect ii) following the termination of the ABL Credit Agreement, deliver to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) Lender copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H C 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); provided, that, Parent may amend Schedule 5.21(b) to add additional Credit Card Issuers and Credit Card Processors, so long as such amendment occurs by written notice delivered to Lender promptly after the date on which the applicable Loan Party enters into a new Credit Card Agreement after the Closing Date, accompanied by a copy of the Credit Card Notification delivered to each new Credit Card Issuer and/or Credit Card Processor which is identified in such amendment; and (iiiii) enter into a Blocked Account Agreement satisfactory in form and substance to Lender 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day weekly (or, upon the occurrence and during the continuance of Cash Dominion Event (as defined in the ABL Credit Agreement), daily), and whether or not there are then any outstanding Obligations) , to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any due from Credit Card Processors and Credit Card Issuers; provided, however, that the Loan Party from credit card processorsParties may leave up to $5,000 on deposit in each DDA. (c) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from as defined in the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account BankABL Credit Agreement), the Loan Parties and each Blocked Account Bank shall ACH or wire that such bank transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent (as defined in the ABL Credit Agreement) at Bank of America ▇▇▇▇▇ Fargo (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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative AgentAgent (as defined in the ABL Credit Agreement), and the Canadian Concentration Account shall at all times be under the sole dominion and control subject to terms of the Canadian AgentIntercreditor Agreement. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement and/or the ABL Credit Agreement. In the event that, notwithstanding the provisions of this Section 6.07, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (other than Operating Cash, and Cash Equivalents being held in accordance with each cash subject to the terms of the proviso at the end of the definition of “Permitted Investments”) while a Cash Dominion Event Exists, such 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 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 applicableIntercreditor Agreement. (e) Upon the request of the Administrative AgentLender, the Domestic Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent Lender not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. 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 Without limiting the generality of Sections 6.13(a) through 6.13(e) above, upon the occurrence and during the continuance of an Event of Default (and not prior thereto) but subject to the Intercreditor Agreement, Administrative Agent or the Lender shall not permit cash in an aggregate amount in excess of 10% of have the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Base, each as then in effect (other than right to direct (i) “store” casheach depository institution listed on Schedule 5.21(a), cash held in local(ii) each bank that is party to a Blocked Account Agreement (subject to the terms of such Blocked Account Agreement), non-concentration deposit accounts, cash in transit between stores and depository accounts (iii) each Credit Card Processor and cash receipts from sales in the process of inter-account transfersCredit Card Issuer which then acts as a credit card clearinghouse and/or processor for any Loan Party to, in each case case, remit to the Concentration Account (or such other account as a result of Administrative Agent or the ordinary course operations of Lender may direct), all monies on deposit in the Loan Partiesapplicable bank accounts, no less frequently than daily, and (ii) all payments payable to the extent necessary for the a Loan Parties Party by such Credit Card Processor or Credit Card Issuer, as and when payable 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 outstandingParty.

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 satisfactory in form and substance to the Agents 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Each Blocked Account Bank), Agreement shall require the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Collateral Agent at Bank of America ▇▇▇▇▇ Fargo (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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 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 Collateral Agent, as applicable. (e) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (i) deliver to the Administrative Agent copies of notifications (with respect 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 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 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 (iiiii) enter into a blocked account agreement (each, a “Blocked Account Agreement Agreement”) satisfactory in form and substance to the Agent 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 Each DDA Notification and Credit Card Notification shall require the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day 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 such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate for all DDAs in any eventsubject DDA by the depository institution at which such DDA is maintained) and all payments received by any Loan Party due from credit card processors. (c) After Each Blocked Account Agreement shall require after the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained controlled by the Administrative Agent at Bank of America W▇▇▇▇ Fargo (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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)assets; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a the Loan Party Parties from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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. (e) 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) On Deliver to the Administrative Agent: (i) on or prior to the Closing Date (or such later dates specified date, not later than 90 days after the Closing Date, as the Administrative Agent, in its sole discretion, may agree in writing prior to the Closing Date), copies of notifications (each, a “DDA Notification”) substantially in the Post-Closing Letter: (i) deliver to the Administrative Agent (form attached hereto as Exhibit K which have been executed on behalf of such Loan Party with respect to the Domestic Loan Partieseach depository institution listed on Schedule 5.21(a); (ii) and the Canadian Agent (with respect on or prior to the Canadian Loan Parties) Closing Date (or such later date, not later than 90 days after the Closing Date, as the Administrative Agent, in its sole discretion, may agree in writing prior to the Closing Date), copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H L which have been executed on behalf of such Loan Party and delivered with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date (or such later date, not later than 90 days after the Closing Date, as the Administrative Agent, in its sole discretion, may agree in writing prior to the Closing Date), a fully executed Blocked Account Agreement with respect to the Concentration Account identified as of the Closing Date; and (iiiv) enter into a on or prior to the date that occurs 90 days after the Closing Date, fully executed Blocked Account Agreement satisfactory in form and substance to the Agents 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”)) identified by the Agents. Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Trigger Event. After the occurrence and during the continuance of a Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) Subject to the terms of the Post-Closing Letter, the The Loan Parties shall transfer by ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (net provided that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained or (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of such minimum balance the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practices, but not to exceed $200,000 in the aggregate for all DDAs in any eventpractice) and all payments received by any Loan Party due from credit card processors. (c) After During any Trigger Period, with respect to Blocked Accounts of any Loan Party other than the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian AgentBNCB Loan Parties, as applicable, to the Lead Borrower and the applicable Blocked Account Bank), the Loan Parties and each Blocked Account Bank Agreement (other than with respect to any BNCB Blocked Account) shall require the transfer by ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration account maintained accounts designated by the Administrative Agent at Bank of America (collectively, the “Domestic Concentration AccountAccounts”) (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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)Collateral; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 the Maximum DDA Balance, as may be required to be kept in the aggregatesubject DDA by the depository institution at which such DDA is maintained). (d) During any BNCB Standstill Period with respect to any BNCB Party, (i) the Blocked Account Agreement with respect to each applicable BNCB Blocked Account shall not require any transfer of any cash receipts or collections, and (ii) each BNCB Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such BNCB Blocked Account in excess of amounts that BNCB reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, BNCB’s compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least sixteen percent (16.0%) of the Loan Cap at any time, then the Borrowers covenant and agree that the BNCB Loan Parties will establish one or more special operating accounts (“BNCB Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any BNCB Trigger Period, each BNCB Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all DDAs combinedcash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then entire ledger balance contents of each Blocked Account DDA (net of any minimum balance, not to exceed $200,000 the Maximum DDA Balance, as may be required to be kept in the aggregate) for all Blocked Accounts combined; and (vi) subject DDA by the cash proceeds of all credit card charges received by any Loan Partydepository institution at which such DDA is maintained). (dg) During any BNCB Trigger Period, Borrowings of Committed Loans may be deposited in BNCB Trigger Period Accounts and the amounts on deposit in such BNCB Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the BNCB Loan Parties as the Lead Borrower shall direct. (h) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Secured Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 Agent. During the Canadian Agentcontinuation of a Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that, except as applicableotherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Trigger Event (other than as a result of the occurrence of an Event of Default) shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (ei) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (i) deliver to the Administrative Agent (with respect to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) Lender copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit H F which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Lender 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”); and (iii) at the request of the Lender, deliver to the Lender copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (b) Subject to From and after the terms of the Post-Closing LetterDate, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day (or, in the case of subclause (iii) below, on Monday, Wednesday and Friday of each week (to the extent such Monday, Wednesday or Friday is a Business Day and, if such day is not a Business Day, on the next succeeding Business Day) so long as a Cash Dominion Event has not occurred and is continuing and on each Business Day if a Cash Dominion Event has occurred and is continuing) and whether or not there are then any outstanding Obligations) , to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 amounts on deposit in each DDA (net of any minimum balance, not to exceed $5,000.00, as may be kept in the Loan Parties from subject DDA under the sale of Inventory and other assets (other than Operating CashBorrowers’ policies as in effect on the Closing Date); (ii) all payments from Credit Card Processors and Credit Card Issuers and proceeds of collections of Accounts of the Loan Partiesall credit card charges; (iii) all cash receipts from the Disposition of Inventory and other assets (whether or not constituting Collateral) (other than cash kept in Stores in the ordinary course of business consistent with the Borrowers’ policies as in effect on the Closing Date; (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 sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event;. (ivc) Each Blocked Account Agreement shall require upon notice from Lender, 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 concentration account maintained by the Lender at ▇▇▇▇▇ Fargo (the “Concentration Account”), of all cash balance of receipts and collections received by each DDA Loan Party from all sources (net of any minimum balancethe “Receipts and Collections”), not to exceed $200,000 in including, without limitation, the aggregate) for all DDAs combined;following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 5,000.00, as may be kept in the aggregatesubject Blocked Account under the Borrowers’ policies as in effect on the Closing Date); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; and (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan PartyParty from any other source, on account of any type of transaction or event; provided, however, the Lender 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 Lender, 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) of all Receipts and Collections to another Blocked Account, as opposed to the Concentration Account. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and Lender. The Lender shall cause all funds on deposit in the Canadian Concentration Account to be applied to the Obligations, which amounts shall at all times be under applied to the sole dominion and control Obligations in the order proscribed in either Section 2.04(e) or Section 8.03 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 AgentLender, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the 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 applicableLender. (e) Upon the request of the Administrative AgentLender, the Domestic Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent Lender not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. 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 If the Lender does not permit cash require DDA Notifications to be delivered on the Closing Date in an aggregate amount in excess of 10% of the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Baseaccordance with Section 6.13(a)(iii) above, 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 shall, upon the ordinary course of their business the current liabilities incurred by them in the ordinary course of their business and without acceleration request of the satisfaction Lender at any time after the Closing Date, deliver to the Lender copies of such current liabilities) to accumulate and be maintained in the deposit accounts or Cash Equivalents DDA Notifications, which have been executed on behalf of the applicable Loan Parties; provided, however, that the Loan Parties’ obligations under this Section 6.13(f) shall be suspended if Party and for so long as there are no Loans outstandingdelivered to each depository institution listed on Schedule 5.21(a).

Cash Management. (a) On or prior to the Closing Date (or such later dates specified in the Post-Closing Letter:date as may be permitted pursuant to Section 6.16): (i) at the request of the Agent, 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 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 5.24(b); and (ii) enter into a Blocked Account Agreement 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 such Loan Party’s credit card clearinghouses and processors each depository institution listed on Schedule 5.21(b5.24(a); and . Notwithstanding anything herein to the contrary, the provisions of this Section 6.11(a) shall not apply to any deposit account that is acquired by a Loan Party in connection with a Permitted Business Acquisition permitted under this Agreement prior to the date that is forty-five (ii45) 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 days (other than payroll and other specific DDAs or such later date as may be acceptable consented to by the AgentsAgent, such consent not to be unreasonably withheld, conditioned or delayed) established or maintained by any Loan Party as following the date of the Closing Date with such Blocked Account Bank (collectively, the “Blocked Accounts”)Permitted Business Acquisition. (b) Subject From and after the Closing Date (or such later date as may be permitted pursuant to the terms of the Post-Closing LetterSection 6.16), the Loan Parties shall ACH or wire transfer no less frequently than once each per 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 such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 and other assets (amounts on deposit in each DDA other than Operating Cashaccounts created pursuant to clause (e) below (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); (ii) all payments due from Credit Card Processors and Credit Card Issuers and proceeds of collections of Accounts of the Loan Partiesall credit card charges; (iii) all cash receipts from the Disposition of Inventory and other assets (whether or not constituting Collateral, but subject to clause (e) below in the case of Term Priority Collateral); (iv) all proceeds of Accounts; and (v) subject, in each case, to compliance with the terms of the Intercreditor Agreement and clause (e) below, all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event. (c) Each Blocked Account Agreement shall require upon notice from the Agent which notice shall be delivered only after the occurrence and during the continuance of an Event of Default the ACH or wire transfer no less frequently than once per Business Day (and whether or not there are then any outstanding Obligations) to an account maintained by the Agent, or, prior to the Discharge of ABL Obligations (as defined in the Intercreditor Agreement), the Revolving Agents, (the “Concentration Account”), of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”), including, without limitation, all Net Proceeds from any Prepayment Event;the following: (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500, as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; and (viiii) subject, in each case, to compliance with the terms of the Intercreditor Agreement, any other cash proceeds of all credit card charges amounts received by any Loan PartyParty from any other source, on account of any type of transaction or event; provided, however, that 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 once per 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; provided, further, that Agent’s receipt of any proceeds of ABL Priority Collateral shall be subject to the terms of the Intercreditor Agreement, if applicable. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and . The Agent shall cause all funds on deposit in the Canadian Concentration Account to be applied to the Obligations, which amounts shall at all times be under applied to the sole dominion and control Obligations in the order proscribed in either Section 2.05(e) or Section 9.04 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.11, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) The Loan Parties and their Subsidiaries shall, upon the written request of Agent, establish and thereafter maintain one or more deposit accounts, and enter into Blocked Account Agreements with respect thereto, for the deposit of identifiable proceeds of Term Priority Collateral, and, from and after the establishment of such deposit accounts, cause all identifiable proceeds of Term Priority Collateral to be deposit solely in such accounts promptly upon receipt of such proceeds. Upon the request of the Administrative Agent, after the Domestic occurrence and during the continuance of an Event of Default, 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. 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 If the Agent does not permit cash require DDA Notifications to be delivered on the Closing Date in an aggregate amount in excess of 10% of the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Baseaccordance with Section 6.11(a) above, 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 shall, upon the ordinary course of their business the current liabilities incurred by them in the ordinary course of their business and without acceleration request of the satisfaction Agent at any time after the Closing Date, deliver to the Agent copies of such current liabilities) to accumulate and be maintained in the deposit accounts or Cash Equivalents DDA Notifications, which have been executed on behalf of the applicable Loan Parties; provided, however, that the Loan Parties’ obligations under this Section 6.13(f) shall be suspended if Party and for so long as there are no Loans outstandingdelivered to each depository institution listed on Schedule 5.23(a).

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing Letter: (i) Date, 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 Credit Card 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations), (i) other than as to certain Store locations consistent with current practices, for which such ACH or wire transfer will be no less frequently than weekly (so long as the aggregate amount of the funds in all such accounts at any time does not exceed $1,000,000), to a Blocked Account (including Banner Accounts) or a Master Concentration 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) all payments due from Credit Card Issuers and Credit Card Processors or otherwise in respect of ABL Priority Collateral to a Blocked Account or a Master Concentration Account and (iii) all amounts on deposit in each a Blocked Account to a Master Concentration Account; provided, that, (A) with respect to a DDA relating to a Store location for which such DDA (net of ACH or wire transfer is no less frequently than weekly, up to $25,000 may remain in any such minimum balance consistent with past practicesDDA, but not to exceed $200,000 1,000,000 in the aggregate for all such DDAs and (B) with respect to a DDA for which such ACH or wire transfer is no less frequently than daily, the available amounts from such DDA shall only be required to be transferred if the available amount on deposit in such DDA on such day is greater than $250,000, so long as the aggregate amount of available funds in all such DDAs at any eventtime, immediately after giving effect to the transfers for such day, does not exceed $3,500,000 (except that so long as no Cash Dominion Event exists, Borrowers may maintain, in addition and to the extent that no Base Rate Loans are outstanding, available amounts for all such Blocked Accounts of up to an aggregate amount of $100,000,000 for a period of seven (7) and all payments received by any Loan Party from credit card processorsdays). (c) After Within sixty (60) days after the occurrence and during the continuance of a Cash Dominion Event Closing Date (and delivery of notice thereof from or such longer period as the Administrative Agent or may approve in writing in its sole discretion but in no event more than one hundred eighty (180) days from the Canadian AgentClosing Date), as applicable, deliver to Administrative Agent (i) Blocked Account Agreements reasonably satisfactory in form and substance to the Lead Borrower Administrative Agent as duly authorized, executed and delivered by such Loan Party and the applicable Blocked Account Bank), the Bank with which such Loan Parties and Party maintains each Blocked Account and each Master Concentration Account covering each such Blocked Account and Master Concentration Account and (ii) control agreements reasonably satisfactory in form and substance to the Administrative Agent as duly authorized executed and delivered by such Loan Party and any securities intermediary with which such Loan Party maintains any securities or investment accounts, covering each such securities or investment account maintained with such securities intermediary that at any time holds or constitutes any Related Collateral (as defined in the Security Agreement) or other Collateral. (d) Each Blocked Account Agreement as to a Blocked Account shall require that the applicable Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligationssubject to the limitations set forth in Section 6.13(b) above) to the concentration account maintained by the Administrative Agent at Bank of America (the “Domestic a Master Concentration Account”) (Account all available amounts on deposit 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 by the Loan Parties (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”)Blocked Account subject to such agreement, including, without limitation, the following: : (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); ; (ii) all proceeds of collections of Accounts of the Loan Parties; Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each . Each Blocked Account (net of Agreement as to a Master Concentration 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 funds on deposit therein, provided, that, Administrative Agent shall only send such notice to a Blocked Account Bank with respect to a Master Concentration Account at any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Partytime a Cash Dominion Event shall exist. (de) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the All funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined received in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Agent Payment Account shall be applied to the Obligations as provided in accordance with Section 2.05 8.03 of this AgreementAgreement to the extent then due and payable. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 Domestic Concentration a Blocked Account or the Canadian a Master 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 or the Canadian Agent, as applicable. (ef) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (i) at the request of the Agent, 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 F which have been executed on behalf of such Loan Party and the applicable Credit Card Issuer or Credit Card Processor, if applicable, and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b); (ii) at the request of the Agent, enter into a Blocked Account Agreement satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, together with the Concentration Account, 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 G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors each depository institution listed on Schedule 5.21(b); and (ii5.21(a) enter into a Blocked Account Agreement with each Blocked Account Bank maintained by the Loan Parties as of the Closing Date other than with respect to each DDA specified by the Agents to: (1) any Excluded Accounts, and (2) such other than payroll and other specific DDAs accounts 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”reflected on Schedule 5.21(a). (b) Subject to From and after the terms of the Post-Closing LetterDate, the Loan Parties shall cause to be sent via ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 and other assets (amounts on deposit in each DDA other than Operating Cashwith respect to any Excluded Accounts (net of any minimum balance, not to exceed $2,500.00 or such higher amount as set forth on Schedule 5.21(a), as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); (ii) all payments due from Credit Card Processors and Credit Card Issuers and proceeds of collections of Accounts of the Loan Partiesall credit card charges; (iii) all cash receipts from the Disposition of Inventory and other assets (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 sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from 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 any outstanding Obligations) to the concentration account controlled by the Agent at a depository bank reasonably acceptable to Agent (the “Concentration Account”), of all cash balance of receipts and collections received by each DDA Loan Party from all sources (net of any minimum balancethe “Receipts and Collections”), not to exceed $200,000 in including, without limitation, the aggregate) for all DDAs combined;following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00 or such higher amount as set forth on Schedule 5.21(a), as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; and (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan PartyParty 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. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, Agent 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 Canadian Concentration Account to be applied to the Obligations, which amounts shall at all times be under applied to the sole dominion and control Obligations in the order proscribed in either Section 2.05(e) or Section 8.03 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) 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 If the Agent does not require Credit Card Notifications, Blocked Account Agreements or DDA Notifications to be delivered on or prior to the Closing Date in accordance with Section 6.13(a) above, then the Loan Parties shall not permit cash in an aggregate amount in excess of 10% shall, upon the request of the aggregate Agent at any time after the Closing Date, deliver to the Agent copies of such Credit Card Notifications, Blocked Account Agreements or DDA Notifications, as 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 transferscase may be, in each case as a result satisfying the requirements of Section 6.13(a). (g) [Reserved] (h) [Reserved] (i) Subject to Section 8.03, during the period between the Closing Date and the Final Order Entry Date, all funds on deposit in the Concentration Account shall be applied to the Pre-Petition Obligations (in the order set forth in Section 8.03 of the ordinary course operations of Pre-Petition Credit Agreement) until the Loan Parties, and (ii) to the extent necessary for the Loan Parties to satisfy Pre- Petition Obligations are paid 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 outstandingfull.

Cash Management. (a) On OnTo the extent not previously provided, on or prior to before the Closing Date or such later dates specified in date that is 120 days following the Post-Closing LetterClosingSecond Amendment Effective Date: (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 reasonably satisfactory in form and substance to the form attached hereto as Exhibit H 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 a Blocked an Account Control Agreement satisfactory in form and substance to the Agent 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 Controlled Account Bank (collectively, the “Blocked Controlled Accounts”). (b) Subject to the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Controlled Account all amounts on deposit in each such DDA (net of such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate for all DDAs in any eventsubject DDA by the depository institution at which such DDA is maintained) and all payments received by any Loan Party due from credit card processorsall Credit Card Issuers and Credit Card Processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from Event, cause the Administrative Agent or the Canadian Agent, 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 to the collection account maintained by the Agent at Citizens Bank (the “Collection Account”), no less frequently than once each Business Day 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) ), all cash receipts and collections received by the each Loan Parties (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”)Party from all sources, 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 (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combined;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 $200,000 2,500.00, as may be required to be kept in the aggregate) for all Blocked Accounts combined; and (vi) subject Controlled Account by the cash proceeds of all credit card charges received by any Loan PartyControlled Account Bank). (d) The Domestic Concentration Collection Account shall at all times during the continuance of a Cash Dominion Event be under the sole dominion and control of the 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) during the continuance of a Cash Dominion Event, the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Collection Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Collection Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) during the continuance of a Cash Dominion Event, the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Collection Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.12, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 Domestic 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 Administrative Agent or the Canadian Agent, as applicable. (e) 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 Controlled 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) On Deliver to the Administrative Agent: (i) on or prior to the Closing Date (or such later dates specified date, not later than 90 days after the Closing Date, as the Administrative Agent, in the Post-Closing Letter: (i) deliver its sole discretion, may agree in writing prior to the Administrative Agent (with respect to the Domestic Loan Parties) and the Canadian Agent (with respect to the Canadian Loan Parties) Closing Date), copies of notifications (each, a “Credit Card "DDA Notification”") substantially in the form attached hereto as Exhibit H K which have been executed on behalf of such Loan Party and delivered with respect to each depository institution listed on Schedule 5.21(a); (ii) on or prior to the Closing Date (or such later date, not later than 90 days after the Closing Date, as the Administrative Agent, in its sole discretion, may agree in writing prior to the Closing Date), 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 with respect to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); (iii) on or prior to the Closing Date (or such later date, not later than 90 days after the Closing Date, as the Administrative Agent, in its sole discretion, may agree in writing prior to the Closing Date), a fully executed Blocked Account Agreement with respect to the Concentration Account identified as of the Closing Date; and (iiiv) enter into a on or prior to the date that occurs 90 days after the Closing Date, fully executed Blocked Account Agreement satisfactory in form and substance to the Agents 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”)") identified by the Agents. Each DDA Notification and Credit Card Notification shall be held by the Administrative Agent until the occurrence of a Trigger Event. After the occurrence and during the continuance of a Trigger Event, the Administrative Agent may (and, at the request of the Required Lenders, shall) deliver each such DDA Notification and Credit Card Notification to the applicable depository institution and credit card processor. (b) Subject to the terms of the Post-Closing Letter, the The Loan Parties shall transfer by ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Secured Obligations) to a Blocked Account all amounts on deposit in each such DDA (net provided that such covenant shall not apply to (i) minimum balances as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained or (ii) if greater, any amounts maintained by the Loan Parties in such DDAs (and other DDAs, with the consent of such minimum balance the Collateral Agent, not to be unreasonably withheld) in the ordinary course of business consistent with the past practices, but not to exceed $200,000 in the aggregate for all DDAs in any eventpractice) and all payments received by any Loan Party due from credit card processors. (c) After During any Trigger Period, with respect to Blocked Accounts of any Loan Party other than the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian AgentBNCB Loan Parties, as applicable, to the Lead Borrower and the applicable Blocked Account Bank), the Loan Parties and each Blocked Account Bank Agreement (other than with respect to any BNCB Blocked Account) shall require the transfer by ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Secured Obligations) to one of the concentration account maintained accounts designated by the Administrative Agent at Bank (collectively, the "Concentration Accounts"), 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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)Collateral; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 the Maximum DDA Balance, as may be required to be kept in the aggregatesubject DDA by the depository institution at which such DDA is maintained). (d) During any BNCB Standstill Period with respect to any BNCB Party, (i) the Blocked Account Agreement with respect to each applicable BNCB Blocked Account shall not require any transfer of any cash receipts or collections, and (ii) each BNCB Loan Party covenants and agrees to transfer to a Concentration Account by ACH or wire transfer no less frequently than daily all amounts on deposit in each such BNCB Blocked Account in excess of amounts that BNCB reasonably deems to be necessary to satisfy projected buy-back obligations under the Permitted Buy-Back Program at each Store. In addition to inspection rights permitted under Section 6.10, the Administrative Agent shall have the right, upon reasonable prior notice to the Lead Borrower, to audit and or evaluate, or to cause professionals retained by the Administrative Agent to audit and/or evaluate, BNCB’s compliance with this Section 6.13(d), and the Loan Parties shall pay the reasonable and documented expenses of the Administrative Agent or such professionals for such audits and evaluations. (e) If the Borrowers fail to maintain Availability of at least sixteen percent (16.0%) of the Loan Cap at any time, then the Borrowers covenant and agree that the BNCB Loan Parties will establish one or more special operating accounts (“BNCB Trigger Period Accounts”) that can only be funded with Borrowings of Committed Loans in accordance with clause (g) of this Section 6.13. (f) During any BNCB Trigger Period, each BNCB Blocked Account Agreement shall require the transfer by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Secured Obligations) to a Concentration Account of all DDAs combinedcash receipts and collections, including, without limitation, the following: (i) all available cash receipts from the sale of Inventory and other Collateral; (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event; (iv) the proceeds of all credit card charges; (v) the then entire ledger balance contents of each Blocked Account DDA (net of any minimum balance, not to exceed $200,000 the Maximum DDA Balance, as may be required to be kept in the aggregate) for all Blocked Accounts combined; and (vi) subject DDA by the cash proceeds of all credit card charges received by any Loan Partydepository institution at which such DDA is maintained). (dg) During any BNCB Trigger Period, Borrowings of Committed Loans may be deposited in BNCB Trigger Period Accounts and the amounts on deposit in such BNCB Trigger Period Accounts may only be applied to fund Permitted Buy-Back Programs or, upon the expiration of the applicable Permitted Buy-Back Programs or the occurrence of an Event of Default, to the prepayment of the Obligations then outstanding under and in accordance with the Credit Agreement; provided, that, except as otherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the BNCB Loan Parties as the Lead Borrower shall direct. (h) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Secured Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 Agent. During the Canadian Agentcontinuation of a Trigger Event, the amounts deposited into the Concentration Account shall be applied to the prepayment of the Obligations then outstanding; provided, that, except as applicableotherwise provided in Section 8.03, upon payment in full of such outstanding Obligations, any remaining amounts will be released and transferred to a deposit account of the Loan Parties as the Lead Borrower shall direct and the existence of a Trigger Event (other than as a result of the occurrence of an Event of Default) shall not, in and of itself, impair the right of the Borrowers to Committed Loans in accordance with the terms hereof. (ei) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterEach Loan Party shall: (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 C-2 which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); andthe Perfection Certificate; (ii) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with each Blocked Account Bank maintained by the Loan Parties as of the Closing Date with respect (such accounts subject 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 (Agreements, collectively, the “Blocked Accounts”); and (iii) at the request of the Agent, deliver to the Agent copies of notifications (each, a “DDA Notification”), in form and substance reasonably satisfactory to the Agent, which have been executed on behalf of such Loan Party and delivered to each depository institution listed on the Perfection Certificate. (b) Subject to the terms of the Post-Closing Letter, the The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to, with respect to (i) the Global Loan Parties, a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any due from all Credit Card Issuers and Credit Card Processors payable to a Global Loan Party, (ii) the Swiss Loan Parties, a separate Blocked Account all amounts on deposit in each DDA and all payments due from all Credit Card Issuers and Credit Card Processors payable to a Swiss Loan Party and (iii) the German Loan Parties, a separate Blocked Account all amounts on deposit in each DDA and all payments due from credit card processorsall Credit Card Issuers and Credit Card Processors payable to a German Loan Party, in each case, other than amounts on deposit in DDAs set forth in clauses (C), (D), (E) and (F) of the definition of Excluded Accounts. (c) After Each Blocked Account Agreement shall require upon notice from Agent, which notice shall be delivered (i) with respect to Blocked Accounts of a Global Loan Party, only after the occurrence of a Global Cash Dominion Event and during the continuance of a Global Cash Dominion Period and (ii) with respect to Blocked Accounts of a Swiss Loan Party or a German Loan Party, only after the occurrence of a Foreign Cash Dominion Event (and delivery during the continuance of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)a Foreign Cash Dominion Period, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (the “Domestic Concentration Account”) (for application in the case of any Domestic Loan Partyaccordance with Section 2.4(b)(iii)(A), Section 2.4(b)(iii)(B) or maintained by the Canadian Agent at Bank Section 2.4(b)(iii)(C), as applicable, of America-Canada Branch (the “Canadian Concentration Account”) (in the case of any Canadian Loan Party) all cash receipts and collections received by the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)constituting Collateral; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all net proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Eventprepayment of the Obligations pursuant to Sections 2.4(d) and 2.4(e); (iv) the then cash balance contents of each DDA (net of any minimum balance, not balance as may be required to exceed $200,000 be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not balance as may be required to exceed $200,000 be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by charges; provided, that in the event that Global Excess Availability is less than the greater of (a) $200,000,000 or (b) 20.0% of the Global Line Cap for five (5) consecutive Business Days (“Blocked Account Trigger”), the Borrowers shall participate in good faith discussions with the Agent with respect to implementing the provisions of this Section 5.16(c) with respect to deposit accounts located in the United Kingdom, Switzerland and Germany in the event that a Global Cash Dominion Event or a Foreign Cash Dominion Event, as applicable, occur and a Global Cash Dominion Period or a Foreign Cash Dominion Period, as applicable, continue thereafter (including, if applicable, maintaining separate operating and collections accounts so that collections accounts are not used for general payment purposes); provided, further, that in the event of a Global Cash Dominion Event or Foreign Cash Dominion Event, as applicable, if the applicable Loan Parties are in the process of implementing the provisions of this Section 5.16(c), such Blocked Accounts are not yet automatically transferring funds therein to the Concentration Account in accordance with the provisions of this Section 5.16(c) or any such accounts which collect the funds of the types outlined above are not subject to Blocked Account Agreements in accordance with the provisions of Section 5.16(a), then the applicable Loan PartyParties shall manually transfer the funds within such Blocked Accounts into the Concentration Account at such frequency as the Agent may reasonably request. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.075.16, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts and collections in the Concentration Account 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 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. (e) Upon During the request occurrence and continuance 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 an Event 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 continuingDefault, the Loan Parties may direct, and shall have sole control over, the manner of disposition of not deposit or transfer any funds or other amounts from a DDA (other than Excluded Accounts) or Blocked Accounts into any Cash Pooling Account (as defined in the Blocked Accounts. Any amounts held or received in U.S. Security Agreement) without 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 prior written consent of the Lead Borrower, or as the Lead Borrower may otherwise direct. Any amounts held or received Agent 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 directits sole discretion. (f) The Loan Parties may deposit or transfer any funds or other amounts into any Cash Pooling Account (as defined in the U.S. Security Agreement) solely from a Blocked Account, but, for the avoidance of doubt, not from any other account or source. (g) The Loan Parties shall not permit deposit any cash receipts or collections received by any Loan Party from any source (including, without limitation, the items set forth in an aggregate amount Section 5.16(c)(i) – (vi) above) which constitute proceeds of any assets included in excess of 10% of the aggregate of the Domestic Borrowing Base and the Canadian Global Borrowing Base, each Swiss Borrowing Base or German Borrowing Base in any account not located within a Specified Jurisdiction (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 defined 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 outstandingU.S. Security Agreement).

Cash Management. (a) On To the extent required by the Agent, on or prior to the date which is forty-five (45) days following the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 F which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent 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”)Bank. (b) Subject to the terms of the Post-Closing Letter, the The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA in excess of $7,500 for each DDA (net other than on account of such minimum balance consistent with past practices, but not to exceed Excluded Accounts) and $200,000 in the aggregate 600,000 for all such DDAs in any event(other than on account of Excluded Accounts) and all payments received by any Loan Party from credit card processorsall Credit Card Issuers and Credit Card Processors. (c) 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 (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (other than any Excluded Account, and net of any minimum balance, not balance as may be required to exceed $200,000 be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not balance as may be required to exceed $200,000 be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges Credit Card Receivables received by any a Loan Party. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) Upon the written 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 Notwithstanding anything to the request of the Canadian Agentforegoing set forth in this Section 6.13 or otherwise herein, 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 agrees that unless a 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 continuing 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 consents in writing, the Agent shall instruct ▇▇▇▇▇ Fargo Bank, National Association, in its capacity as depository bank (in such capacity, “Depository Bank”), pursuant to that certain Deposit Account Control Agreement (Access Restricted Immediately — ZBA Transfers), by and among Depository Bank, the Lead Borrower and Agent (the “ZBA DACA”), to transfer to the Destination Account (as defined 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 8.02ZBA DACA) shall be promptly remitted to an account the full amount 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 collected 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 available balance in the process of inter-account transfers, in each case Collateral Accounts (as a result of the ordinary course operations of the Loan Parties, and (ii) to the extent necessary for the Loan Parties to satisfy defined in the ordinary course ZBA DACA) at the end 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 outstandingeach Business Day.

Cash Management. (a) On or prior to the Closing Date or such later dates specified in Date, the Post-Closing LetterBorrower will, and will cause each of its Subsidiaries to: (i) establish DDAs under the control of the Collateral Agent for the benefit of the Lenders and the Agents, in the name of the Borrower and 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. All funds in each DDA shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA; (ii) direct all depository institutions with Store Accounts to cause all funds in excess of $1,000.00 held in each such Store Account to be transferred no less frequently than twice each week, and in any event within one (1) Business Day following any day during which the Borrower has knowledge that the amounts in any such Store Account are in excess $10,000, to, and only to Concentration Banks; (iii) direct all Concentration Banks (other than LaSalle) to cause all funds of the Borrower and its Subsidiaries held in such Concentration Banks to be transferred daily to, and only to, the account (the “Concentration Account”) maintained at LaSalle or such other location as the Administrative Agent shall designate; (iv) cause all proceeds of Accounts (including, without limitation, the proceeds of all credit card charges) of the Borrower to be deposited only into depository accounts (collectively, the “Blocked Accounts”) with a Blocked Account Bank which has entered into a blocked account agreement with Collateral Agent (each, a “Blocked Account Agreement”) reasonably satisfactory in form and substance to the Agents; (v) except for amounts in any Store Account which are less than $1,000.00, at all times ensure that, within five (5) days following the Borrower’s or any of its Subsidiaries’ receipt of any cash or cash equivalents or any other proceeds of Collateral, all such amounts shall have been deposited in a Blocked Account; and (vi) 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 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 (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”)5.21. (b) Subject to the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than 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 such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 and other assets (other than Operating Cash); (ii) all proceeds of collections of Accounts of the Loan Parties; (iii) 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, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Party. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 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 Collateral Agent, as applicable. (ec) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 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); and (ii) 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) 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 such Loan Party’s credit card clearinghouses and processors each depository institution 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”5.21(a). (bc) Subject to the terms of the Post-Closing Letter, the The Loan Parties shall ACH or wire transfer to a Blocked Account: (i) no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account ), all amounts on deposit in each such DDA (net of such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 2,500, as may be required to be kept in the aggregate for subject DDA by the depository institution at which such DDA is maintained); (ii) no less frequently than daily, all DDAs in any eventpayments due from Credit Card Issuers and Credit Card Processors and proceeds of all credit card charges; (iii) no less frequently than daily, all available cash receipts from the Disposition of Inventory and other assets (whether or not constituting Collateral); (iv) no less frequently than daily, all proceeds of Accounts; and (v) no less frequently than daily, all Net Proceeds, and all other cash payments of any kind received by any a Loan Party from credit card processorsany Person or from any source or on account of any Disposition or other transaction or event, including, without limitation, any Prepayment Event. (cd) After Each Blocked Account Agreement (other than the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, Blocked Account Agreement(s) applicable to the Lead Borrower and Concentration Account) shall require the applicable Blocked Account Bank), the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Lead Borrower at W▇▇▇▇ Fargo or another financial institution acceptable to the 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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash); (ii) all proceeds of collections of Accounts of the Loan Parties; (iii) 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, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500, as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into Blocked Accounts combinedpursuant to clause (c) above; and (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan PartyParty from any other source, on account of any type of transaction or event. (de) The Domestic Concentration Account and the Elavon Deposit Account shall at all times be under the sole dominion and control of the Administrative Agent, . The Agent shall cause all funds on deposit in the Concentration Account and the Canadian Concentration Elavon Deposit Account shall at all times to be under applied to the sole dominion and control Obligations in the order proscribed in either Section 2.05(g), Section 2.05(i) or Section 8.03 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or and the Canadian Concentration Elavon Deposit Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 Domestic Concentration Account or the Canadian Concentration Account, as applicable, Elavon Deposit Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent or the Canadian Agent, as applicable. (ef) 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 . (g) 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 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 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). (h) Each Borrower shall cause Elavon Processor to deposit into the Elavon Deposit Account or while no Loans are outstanding (except the Concentration Account all amounts payable by Elavon Processor to any Borrower, such deposits to occur at least twice per calendar week by wire transfer or other electronic funds transfer. All amounts in the Elavon Deposit Account in excess of $200,000 in the aggregate shall be transferred by wire transfer or other electronic funds transfer on each Business Day to the Concentration Account as provided in Section 8.026.13(c). (i) Borrowers shall, and shall be promptly remitted cause each of their Subsidiaries to, transfer any funds released from the Elavon Reserve Account, on the day such funds are released therefrom, 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 6.13(c), by wire transfer or as the Canadian Borrower may otherwise directother electronic funds transfer. (fj) 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, All amounts in each case as a result of the ordinary course operations of the Loan Parties, and (ii) Intercompany Royalty Account shall be sent by wire transfer or other electronic funds transfer on each Business Day to the extent necessary for the Loan Parties to satisfy Concentration Account as provided 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 outstanding6.13(c).

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 originals of notifications (each, a “Credit Card DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and 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 (iiiii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Each Blocked Account Bank), Agreement shall require the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Collateral Agent at Bank of America ▇▇▇▇▇ Fargo (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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance current contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then current entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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. (e) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterEffective Date: (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 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 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 Each Credit Card Notification shall require the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than 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 such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processors. (c) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Collateral 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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)assets; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 5,000.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 10,000.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 Sections 2.05(e) or 8.03, as applicable, of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 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 Collateral Agent, as applicable. (e) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 F which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with each Blocked Account Bank maintained by Bank; and (iii) at the Loan Parties as request of the Closing Date with respect 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 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”depository institution listed on Schedule 5.21(a). (b) Subject to From and after the terms of the Post-Closing LetterDate, the Loan Parties shall cause to be sent via ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 by the Loan Parties (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 amounts on deposit in each DDA (net of any minimum balance, not to exceed $7,500, as may be required to be kept in the Loan Parties from subject DDA by the sale of Inventory and other assets (other than Operating Cashdepository institution at which such DDA is maintained); (ii) all payments due from Credit Card Processors and Credit Card Issuers and proceeds of collections of Accounts of the Loan Partiesall credit card charges; (iii) all cash receipts from the Disposition of Inventory and other assets (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 sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from 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 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 ▇▇▇▇▇ Fargo Bank, National Association (the “Concentration Account”), of all cash balance of receipts and collections received by each DDA Loan Party from all sources (net of any minimum balancethe “Receipts and Collections”), not to exceed $200,000 in including, without limitation, the aggregate) for all DDAs combined;following: (vi) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 7,500, as may be required to be kept in the aggregatesubject Blocked Account by the Blocked Account Bank); (ii) for all amounts required to be deposited into the Blocked Accounts combinedpursuant to clause (b) above; and (viiii) the any other cash proceeds of all credit card charges amounts received by any Loan PartyParty 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. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative AgentAgent and after the occurrence and during the continuance of a Cash Dominion Event, 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 Canadian Concentration Account to be applied to the Obligations, which amounts shall at all times be under applied to the sole dominion and control Obligations in the order proscribed in either Section 2.04(f) or Section 8.03 of the Canadian Agentthis Agreement, as applicable. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, and (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this AgreementObligations. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) Upon the written 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 above and provide the request Agent with “view-only” access to each 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, bank accounts identified by 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 directAgent. (f) The Loan Parties shall If the Agent does not permit cash require DDA Notifications to be delivered on the Closing Date in an aggregate amount in excess of 10% of the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Baseaccordance with Section 6.13(a) above, 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 shall, upon the ordinary course of their business the current liabilities incurred by them in the ordinary course of their business and without acceleration request of the satisfaction Agent at any time after the Closing Date, deliver to the Agent copies of such current liabilities) to accumulate and be maintained in the deposit accounts or Cash Equivalents DDA Notifications, which have been executed on behalf of the applicable Loan Parties; provided, however, that the Loan Parties’ obligations under this Section 6.13(f) shall be suspended if Party and for so long as there are no Loans outstandingdelivered to each depository institution listed on Schedule 5.21(a).

Cash Management. (a) On or prior To the extent not previously delivered to the Closing Date or such later dates specified in the Post-Closing LetterAdministrative Agent: (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 for each Blocked Account, in each case in form and substance satisfactory to the Agents (each, a “Blocked Account Agreement Agreement”), with each the applicable Blocked Account Bank maintained by Bank; provided that, for the Loan Parties as avoidance of the Closing Date doubt, no Blocked Account Agreements shall be required with respect to each DDA specified by the Agents (other than payroll and other specific DDAs as may be acceptable any Excluded Accounts; provided further that, notwithstanding anything to the Agents) established or maintained by any Loan Party as of contrary in this Agreement, the Closing Date with such Administrative Agent may from time to time, in its sole discretion, elect not to require Blocked Account Bank (collectively, the “Blocked Accounts”)Agreements on DDAs that are exclusively used for disbursements. (b) Subject to (i) Each Credit Card Notification shall require the terms of the Post-Closing Letter, the Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processors. Credit Card Issuers and Credit Card Processors, and (cii) After the occurrence and during Borrowers shall cause each depository institution (including those listed on Schedule 5.21(a)) to cause the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account of all amounts on deposit in each DDA (other than Excluded Accounts). (c) Each Blocked Account Agreement shall require, 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 each concentration account maintained by the Administrative Collateral Agent at ▇▇▇▇▇ Fargo Bank of America or its Affiliates (the each, a “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 by the Loan Parties (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”)collections, including, without limitation, the following: (i) all available cash receipts of the Loan Parties (x) from the sale of Inventory Inventory, and (y) from the sale of other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event;; 13068890v7 (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges charges. Prior to the exercise of remedies provided for in Section 8.02 (or before the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), all amounts received in a Concentration Account from any source, including the Blocked Account Banks, shall be applied by any Loan Partythe Administrative Agent in the order set forth in Section 2.05(g). (d) The Domestic Loan Parties shall provide the Collateral Agent (i) with written notice of any Restricted Payment or other intercompany transfer to be made to any Loan Party by any Subsidiary located outside of the United States or Canada, in each case as otherwise permitted pursuant to Sections 7.06 or 7.18, respectively, 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 receipt of any such Restricted Payment or other intercompany transfer. (e) Each Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian a Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian a Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian a Concentration Account shall be applied as provided in Section 2.05 of this Agreement. . (f) In the event that, notwithstanding after the provisions occurrence and during the continuance of this Section 6.07a Cash Dominion Event, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (other than Operating Cash, and Cash Equivalents being held described in accordance with the terms of the proviso at the end of the definition of “Permitted Investments”) while a Cash Dominion Event ExistsSection 6.13(c), such 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 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 Domestic a 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 Collateral Agent, as applicable. (eg) 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. (fh) The Notwithstanding anything to the contrary contained in this Section 6.13, prior to the Discharge of Term Obligations, all Net Proceeds (as defined, solely for the purposes of this Section 6.13(i), in the Term Credit Agreement as in effect as of the Eighth Amendment Effective Date) of Term Priority Collateral shall, to the extent required under the Term Credit Agreement (as in effect as of the Eighth Amendment Effective Date), be deposited, as and when received, into a Term Loan Priority Account. No Loan Party shall deposit, or cause to be deposited, any funds into the Term Priority Account other than proceeds of the Term Priority Collateral. (i) Until the Discharge of Term Obligations, the Loan Parties shall not permit cash or Cash Equivalents 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 $75,000,000 (other than (i) “store” cash, operating 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 cash necessary for the Loan Parties to satisfy satisfy, in the ordinary course of their business business, the current liabilities incurred by them in the ordinary course of their business and 13068890v7 without acceleration of the satisfaction of such current liabilities) (such excess amount, the “Excess Cash”) to accumulate and be maintained in the deposit or investment accounts or Cash Equivalents of the Loan PartiesParties and their Subsidiaries (it being understood and agreed that all such Excess Cash shall be remitted to the Agent for application to the Obligations then outstanding as required under Section 2.05(e)); provided, however, that (x) this Section 6.13(i) shall not restrict amounts maintained in deposit accounts of Subsidiaries, which accounts and Subsidiaries are located in and organized in Asia, so long as such amounts are permitted to be maintained in such accounts and by such Subsidiaries pursuant to the terms of this Agreement, and (y) the Loan Parties’ obligations under this Section 6.13(f6.13(i) shall be suspended if and for so long as there are no Loans Obligations outstanding.

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 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 reasonably satisfactory in form and substance to the Agent 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 The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processors. (c) 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 (and delivery of notice thereof from Event) the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)constituting Collateral; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds (whether or not constituting Collateral), and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 10,000, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 10,000 as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (e) 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) On or PriorTo the extent not delivered prior to the Closing Amendment No. 47 Effective Date, within ninety (90) days after the Amendment No. 7 Effective Date (or such later dates specified in longer period as the Post-Closing Letter:Administrative Agent may agree): (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)[reserved]; and (ii) enter into a blocked account agreement (each, a “Blocked Account Agreement Agreement”), in form and substance reasonably satisfactory to the Administrative Agent, 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 All credit card proceeds shall be required to the terms of the Post-Closing Letter, the Loan Parties shall be transferred via ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account. Each Blocked Account all amounts on deposit in each such DDA (net Agreement shall require, after notice from the Administrative Agent to a Blocked Account Bank of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from until the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable notifies such Blocked Account BankBank that such Cash Dominion Event has terminated), the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day 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) all cash receipts and collections by of the Loan Parties (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”)Parties, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cash)assets; (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all other cash payments received by a Loan Party from any Person or from any source or on account the then contents of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Eventeach DDA; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combinedAccount; and (viv) the cash net proceeds of all credit card charges charges. (c) During the continuance of a Cash Dominion Event, the Loan Parties shall provide the Administrative Agent with an accounting of the contents of the Blocked Accounts and the Concentration Account, which shall identify, to the satisfaction of the Administrative Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Administrative Agent agrees to promptly remit to the agent under the Term Loan Facility the proceeds of the Term Priority Collateral received by any Loan Partythe Administrative Agent. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account shall be first, applied ratably to the L/C Obligations and the Canadian Concentration Account Swing Line Loans, second, applied ratably to the outstanding Revolving Credit Loans, and, third, if an Event of Default shall have occurred and be continuing, used to Cash Collateralize the remaining L/C Obligations and fourth, (to the extent any amount is remaining) used in the operations of the Loan Parties; provided, that after an acceleration of the Obligations such proceeds shall be applied as provided in Section 2.05 of this Agreement8.034. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such proceeds and collections shall be held - 104 - 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 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. (e) Upon the request of the Administrative Agent, the Domestic Loan Parties The Borrowers shall cause bank statements and/or other reports not be required to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each enter into Blocked Account to ensure the proper transfer Agreements or other control agreements in respect 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 any DDA that does 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 have 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 average daily balance for 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 30 day period in excess of 10% $250,000; provided that the aggregate average daily balance for any 30 day period in all DDAs of the aggregate of the Domestic Borrowing Base and the Canadian Borrowing Base, each as then in effect Borrowers that are excluded pursuant to this clause (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(fe) shall be suspended if and for so long as there are no Loans outstandingnot exceed $2,500,000 at any time.

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 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 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 At the request of the Agent, the Loan Parties shall deliver to the terms Agent copies of notifications (each, a “DDA Notification”) substantially in the Post-Closing Letter, the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository institution listed. (c) The Loan Parties shall ACH or wire transfer to a Blocked Account (i) (A) no less frequently than once weekly, at any time any Loans are outstanding or the L/C Obligations exceed $10,000,000, all amounts on deposit in each Business Day DDA (net of any minimum balance, not to exceed $10,000, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained) and (B) whether or not there are then any outstanding Obligations) to a Blocked Account , no less frequently than daily, all amounts on deposit in each such any DDA (net of such any minimum balance consistent with past practicesbalance, but not to exceed $200,000 10,000, as may be required to be kept in the aggregate for all DDAs subject DDA by the depository institution at which such DDA is maintained) in any eventthe event that the amount on deposit in such DDA exceeds $50,000, and (ii) and no less frequently than daily, all payments received by any Loan Party due from credit card processors; provided that, notwithstanding the foregoing, (x) solely for the period commencing on Closing Date and ending on December 31, 2011, the Loan Parties shall be permitted to maintain on deposit an amount not to exceed $500,000 in that certain DDA (account number ending 3497) of the Lead Borrower maintained with PNC Bank, National Association, and (y) the Loan Parties shall be permitted to maintain on deposit an amount not to exceed $2,000,000 in that certain DDA (account number ending 0488) of the Lead Borrower maintained with Bank of America, N.A. so long as, within thirty (30) days after the Closing Date, the Loan Parties shall have delivered an agreement, in form and substance satisfactory to the Agent, establishing control (as defined in the UCC) of such DDA by the Agent and whereby Bank of America, N.A. agrees, upon the occurrence and during the continuance of an Event of Default, to comply only with the instructions originated by the Agent without the further consent of any Loan Party. (cd) 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 (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 10,000, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 10,000, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (de) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied (A) first, to the prepayment of the Loans, (B) secondly, if an Event of Default has occurred and is continuing, to the Cash Collateralization of the L/C Obligations and (C) thirdly, as provided in Section 2.05 of this Agreement8.03. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (ef) 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) On or prior to the Closing Date or such later dates specified in the Post-Closing Letter: Date: (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 G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and and (ii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agent 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 At the request of the Agent, the Loan Parties shall deliver to the terms Agent copies of notifications (each, a “DDA Notification”), in form and substance reasonably satisfactory to the Post-Closing LetterAgent, the which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (c) The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but an amount not to exceed $200,000 in the aggregate for all DDAs in any event2,500.00) that is not a Blocked Account and all payments received by any Loan Party due from credit card processorsall Credit Card Issuers and Credit Card Processors. (cd) 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 (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: : (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan Parties; (iii) 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, all Net Proceeds from any Prepayment Event; (iv) the then cash balance of each DDA (net of any minimum balance, not to exceed $200,000 in the aggregate) for all DDAs combined; (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 in the aggregate) for all Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Party. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities and (iv) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.07, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 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 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. (e) 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.106

Cash Management. (a) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (i) Reserved; (ii) deliver to the Administrative Agent an agreement (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”) Agreement” substantially in the form attached hereto as Exhibit H which have has 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 (iiiii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents 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 once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processors. (c) After Each Blocked Account Agreement shall require after the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Collateral 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 by the Loan Parties (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”)collections, 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 (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 5,000.00, as may be required to be kept in the aggregate) for all DDAs combined;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 $200,000 5,000.00, as may be required to be kept in the aggregate) for subject Blocked Account by the Blocked Account Bank), provided that after the occurrence and during the continuance of a Cash Dominion Event, the aggregate amount of all balances maintained in all DDAs and Blocked Accounts combined; and (vi) the cash proceeds of all credit card charges received by any Loan Partyshall not exceed $500,000. (d) The Domestic Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent, and the Canadian Concentration Account shall at all times be under the sole dominion and control of the Canadian Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.11, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds or collections (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 Existscollections, such 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 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 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 Collateral Agent, as applicable. (e) 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) On or prior To the extent not previously delivered to the Closing Agent, within ninety (90) days after the Second Restatement Date (or such later dates specified in longer period as the Post-Closing Letter:Agent may reasonably agree): (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 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); and (ii) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with respect to each DDA maintained with each Blocked Account Bank (collectively, the “Blocked Accounts”); provided that Blocked Accounts shall not include any Excluded Accounts. (b) At the request of the Agent upon the occurrence and during the continuance of an Event of Default, the Loan Parties shall 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 such Loan Party’s credit card clearinghouses and processors each depository institution 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”5.21(a). (bc) Subject to the terms of the Post-Closing Letter, the The Loan Parties shall ACH or wire transfer no less frequently than 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 such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party from credit card processors. (c) After the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, 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 no less frequently than 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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed the lesser of (i) the product of $200,000 5,000 multiplied by the number of Stores that routinely deposit cash receipts into such DDA in the aggregateordinary course of business, consistent with past practices, or (ii) for all DDAs combined$50,000, which lesser amount may remain on deposit in each DDA (unless the Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily), as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (d) Each Blocked Account Agreement shall require upon notice from Agent 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 Agent at ▇▇▇▇▇ Fargo (the “Concentration Account”), of all amounts contained in such Blocked Account. (e) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (ef) Upon the request of the Administrative AgentAgent after the occurrence and during the continuance of an Event of Default, 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) On or prior to the Closing Date or such later dates specified in the Post-Closing LetterDate: (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 G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses Credit Card Issuers and processors Credit Card Processors listed on Schedule 5.21(b); and (ii) enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent 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 At the request of the Agent, the Loan Parties shall deliver to the terms Agent copies of notifications (each, a “DDA Notification”), in form and substance reasonably satisfactory to the Post-Closing LetterAgent, the which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a). (c) The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA (net of such minimum balance consistent with past practices, but not to exceed $200,000 in the aggregate for all DDAs in any event) and all payments received by any Loan Party due from credit card processorsall Credit Card Issuers and Credit Card Processors. (cd) 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 (and delivery of notice thereof from the Administrative Agent or the Canadian Agent, as applicable, to the Lead Borrower and the applicable Blocked Account Bank)Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America ▇▇▇▇▇ Fargo (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 the each Loan Parties (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”)Party from all sources, including, without limitation, the following: (i) all available cash receipts of the Loan Parties from the sale of Inventory and other assets (other than Operating Cashwhether or not constituting Collateral); (ii) all proceeds of collections of Accounts of the Loan PartiesAccounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale Disposition or other transaction or event, including, without limitation, all Net Proceeds from any Prepayment Event; (iv) the then cash balance contents of each DDA (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all DDAs combinedsubject DDA by the depository institution at which such DDA is maintained); (v) the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $200,000 2,500.00, as may be required to be kept in the aggregate) for all subject Blocked Accounts combinedAccount by the Blocked Account Bank); and (vi) the cash proceeds of all credit card charges received by any Loan Partycharges. (de) The Domestic Concentration Account shall at all times be under the sole dominion and control of the 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 Domestic Concentration Account or the Canadian Concentration Account, (ii) the funds on deposit in each Domestic Concentration Account shall at all times be collateral security for the Secured Obligations (as defined in the Security Agreement), (iii) the funds on deposit in each Canadian Concentration Account shall at all times be collateral security for all of the Canadian Liabilities Obligations and (iviii) the funds on deposit in the Domestic Concentration Account and the Canadian Concentration Account shall be applied to the Obligations as provided in Section 2.05 of this Agreement. In the event that, notwithstanding the provisions of this Section 6.076.13, any Domestic Loan Party or Canadian Loan Party receives or otherwise has dominion and control of any such proceeds cash receipts or collections (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 Existscollections, such proceeds receipts 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 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. (ef) Upon the reasonable 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 . (g) Maintain substantially all Cash Management Services, deposit accounts (including all Blocked Accounts and the request Concentration Account) and securities and investment accounts of the Canadian AgentBorrowers with Agent or any of its Affiliates (including, without limitation, ▇▇▇▇▇ Fargo Merchant Services), it being understood and agreed that the Canadian Loan Parties shall cause bank statements and/or other reports to be delivered to maintain through the Administrative term of this Agreement the Cash Management Services, deposit accounts and securities and investment accounts held by the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer or any of funds its Affiliates 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 directClosing Date. (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.