Common use of Cash Management Clause in Contracts

Cash Management. (i) The Credit Parties shall have established and maintained cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v) (each a “Cash Management Bank”), and shall have requested in writing and otherwise taken such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank. (ii) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Agreement shall have provided, among other things, that (A) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Account without further consent by the Credit Parties, (B) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (C) it will, following notice from the Collateral Agent, forward by daily sweep all amounts in the collection Cash Management Accounts to the Collateral Agent’s account. (iii) The Cash Management Accounts shall be subject to Control Agreements.

Cash Management. On and after the Closing Date or such later date as is contemplated in Section 6.15 with respect to the Cash Management Agreements referenced in such Section, (ia) The Each Credit Parties Party shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.8(a) (each each, a “Cash Management Bank”), and, in connection therewith, establish and maintain at such Cash Management Banks pursuant to the terms hereof (i) one or more accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as concentration accounts (the “Concentration Accounts”) and (ii) additional accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as collection accounts (the “Collection Accounts”, and together with the Concentration Accounts, the “Cash Management Accounts”). (b) Each Credit Party shall have requested (1) request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts its Credit Card Processors forward payment of the amounts owed by them directly to a bank account Cash Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited on each Business Day (and subject to Section 2.8(d) with respect to payments from Credit Card Processors), all such accountCollections from Account Debtors (including those sent directly to a Cash Management Bank) into a Concentration Account, and (3) deposit or cause to be deposited on each Business Day, all other available Collections (including cash, checks, drafts and all other forms of daily store receipts or other similar items of payment) received by or otherwise under its control into a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank. (iic) Each With respect to each Concentration Account, each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with Agent and the Collateral Agent covering the Deposit Accounts of each applicable Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 Agent in the aggregate at any timeits Permitted Discretion. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Concentration Account without further consent by and proceeds thereof are subject to the Credit Partiescontrol of Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Concentration Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Concentration Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, will forward by daily sweep all amounts in the collection Cash Management Accounts applicable Concentration Account to the Collateral Agent’s accountAccount or as otherwise directed by Agent to prepay the Obligations in such order as set forth in Section 2.5(b); provided, that any such prepayments of the Loans pursuant to this Section 2.8(c) may be reborrowed subject to Section 3.2. (iiid) Each Credit Party may establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by each Credit Party received by it (or other amounts payable by such Credit Card Processor) into a designated Concentration Account on a daily basis or such other periodic basis as Agent may otherwise direct. No Credit Party shall change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent. (e) So long as no Event of Default has occurred and is continuing, Borrower may amend Schedule 5.17 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that in the case of any Concentration Account, (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank (which consent shall not be required with respect to any additional Concentration Account at an existing Cash Management Bank and otherwise shall not be unreasonably withheld), and (ii) prior to the time of the opening of any Concentration Account, the applicable Credit Party and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Each Credit Party shall close any of its Concentration Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 45 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Concentration Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which each Credit Party hereby grants a Lien to Control AgreementsAgent.

Cash Management. (a) Borrower shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “Cash Management Bank”), and shall have requested request in writing and otherwise taken take such reasonable steps steps, if necessary, to ensure that all of their domestic Account Debtors with respect to Accounts of Borrower and the Pledging Subsidiaries, forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account subject to a Control Agreement (each such account, a “Cash Management Account”) subject to a Control Agreement at such one of the Cash Management BankBanks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Partyand Borrower, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following upon notice from Agent under such Cash Management Agreement, the Collateral Cash Management Bank will immediately thereafter, until notified to the contrary in writing by the Agent, forward by daily sweep (aa) an amount equal to seventeen and one-half percent (17.5%) (the “Borrower’s Estimated Percentage”) of all amounts deposited in the collection applicable Cash Management Account to the Agent’s Account and (bb) an amount equal to the remaining eighty-two and one-half percent (82.5%) of all other amounts deposited in the applicable Cash Management Account to Borrower’s account no. 4121083562 at Xxxxx Fargo. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower shall close any of their Cash Management Accounts to (and establish replacement cash management accounts in accordance with the Collateral foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s accountreasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (iiid) The Cash Management Accounts shall be subject cash collateral accounts, with Borrower’s ownership interest in all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent. (e) Agent shall be entitled to deliver and maintain the notice of cash transfer (“Cash Transfer Notice”) provided for in clause (iii) of Section 2.7(b) at any time, in the Agent’s sole and absolute discretion, that a Default or Event of Default has occurred and is continuing (each such time period a “Cash Sweep Period”). Once a Cash Sweep Period has been established by Agent it shall remain in effect until the conditions giving rise to such Cash Sweep Period no longer exist and Borrower has delivered to Agent a certificate to such effect requesting a termination of such Cash Sweep Period. (f) During any Cash Sweep Period, Borrower shall on a monthly basis deliver to Agent a report (each a “Monthly Funds Ownership Report”) reflecting (i) the actual percentage of ownership by Borrower, the Pledging Subsidiaries, the LLC and the Partnerships of all funds derived from the Borrowing Base Properties deposited to all Cash Management Banks during the preceding monthly time period and (ii) the aggregate amount of such deposits (i.e., the ownership percentage of Borrower, the Pledging Subsidiaries and the Pledging Subsidiaries in the LLC and the Partnerships for such month expressed as a decimal multiplied by the aggregate amount of all deposits to all Cash Management Banks during such month the “Borrower’s Monthly Deposit”) in the Cash Management Account.

Cash Management. (a) Each Loan Party shall on or before the Revolver Facility Effective Date (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each each, a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Agent's name (a "Cash Management Account") at one of the Cash Management Banks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit and a Loan Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, the Loan Parties may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, the Loan Parties and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to the Collateral Cash Management Accounts or Agent’s account's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's Permitted Discretion. (iiid) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the Loan Parties are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrowers shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “Cash Management Bank”), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts of the Borrowers and the Guarantors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrowers or such Guarantors) into a bank account in Agent’s name (each such account, a “Cash Management Account”) subject to a Control Agreement at such one of the Cash Management BankBanks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Partyand Borrowers, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Account without further consent by the Credit PartiesBorrowers or any Guarantor, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent’s Account; provided, that, to the extent there are no Advances then outstanding and no other amounts then due and payable, so long as no Event of Default has occurred and is continuing, the Agent shall direct that such amounts be deposited in the Designated Account. (c) So long as no Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower, as applicable, and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts to (and establish replacement cash management accounts in accordance with the Collateral foregoing sentence) promptly and in any event within 45 days of written notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s accountreasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (iiid) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) The Borrowers shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “Cash Management Bank”), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to the Borrowers) into a bank account in the Collateral Agent’s name (each such account, a “Cash Management Account”) subject to a Control Agreement at such one of the Cash Management BankBanks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering and the Deposit Accounts of each Credit PartyBorrowers, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Account without further consent by the Credit PartiesBorrowers, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent’s Account. (c) So long as no Event of Default has occurred and is continuing, the Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Agents, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower, as applicable, and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Cash Management Agreement. The Borrowers shall close any of their Cash Management Accounts to (and establish replacement cash management accounts in accordance with the Collateral foregoing sentence) promptly and in any event within thirty (30) days of written notice from any Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in such Agent’s accountreasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from any Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or any Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in such Agent’s reasonable judgment. (iiid) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. On and after the Closing Date or such later date as is contemplated in Section 6.15 with respect to the Cash Management Agreements referenced in such Section, (ia) The Each Credit Parties Party shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.8(a) (each each, a “Cash Management Bank”), and, in connection therewith, establish and maintain at such Cash Management Banks pursuant to the terms hereof (i) one or more accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as concentration accounts (the “Concentration Accounts”) and (ii) additional accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as collection accounts (the “Collection Accounts”, and together with the Concentration Accounts, the “Cash Management Accounts”). (b) Each Credit Party shall have requested (1) request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts its Credit Card Processors forward payment of the amounts owed by them directly to a bank account Cash Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited on each Business Day (and subject to Section 2.8(d) with respect to payments from Credit Card Processors), all such accountCollections from Account Debtors (including those sent directly to a Cash Management Bank) into a Concentration Account, and (3) deposit or cause to be deposited on each Business Day, all other available Collections (including cash, checks, drafts and all other forms of daily store receipts or other similar items of payment) received by or otherwise under its control into a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank. (iic) Each With respect to each Concentration Account, each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with Agent and the Collateral Agent covering the Deposit Accounts of each applicable Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 Agent in the aggregate at any timeitsand Term Agent in their respective Permitted Discretion. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Concentration Account without further consent by and proceeds thereof are subject to the Credit Partiescontrol of Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Concentration Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Concentration Account and for returned checks or other items of payment, and (Ciii) within two Business Days after the date that it willreceives written notification from Agent (a “Control Exercise Notice”), following notice from the Collateral Agent, it immediately will forward by daily sweep all amounts in the collection applicable Concentration Account to the Agent’s Account or as otherwise directed by Agent to prepay the Obligations in such order as set forth in Section 2.5(b); provided, that any such prepayments of the Loans pursuant to this Section 2.8(c) may be reborrowed subject to Section 3.2. Anything contained herein or in any other Loan Document to the contrary notwithstanding, Agent agrees that it shall not provide a Control Exercise Notice to the Cash Management Accounts Banks unless either an Event of Default has occurred and is continuing or Excess Availability is less than $15,000,000 (22,500,000 (any such event, a “Control Notice Event”). At any time following the occurrence and during the continuance of a Control Notice Event Agent shall be free to exercise its right to issue a Control Exercise Notice. Agent shall deliver to Borrower and the applicable Credit Party a copy of any such Control Exercise Notice promptly after delivery thereof to the Collateral applicable Cash Management Bank; provided, however that a non-willful failure to so do shall not affect the validity of any such Control Exercise Notice or otherwise limit Agent’s accountright to send any other Control Exercise Notice. The Control Notice Event shall terminate at such time when either the applicable Event of Default has been waived in accordance with the terms hereof or Excess Availability exceeds $15,000,00022,500,000 for forty-five (45) consecutive days following occurrence of the Control Notice Event; provided under no circumstances shall more than one Control Notice Event terminate in any 365 day period. Upon the termination of such Control Notice Event, Agent shall withdraw such Control Exercise Notice and permit funds to be transferred as set forth above, including permitting each Credit Party access to funds in any Concentration Account (and daily sweeps thereof into any Designated Account), but subject in all events to the right of Agent to deliver a Control Exercise Notice following the occurrence and during the continuance of any subsequent Control Notice Event. (iiid) Each Credit Party may establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by each Credit Party received by it (or other amounts payable by such Credit Card Processor) into a designated Concentration Account on a daily basis or such other periodic basis as Agent may otherwise direct. No Credit Party shall change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent. (e) So long as no Event of Default has occurred and is continuing, Borrower may amend Schedule 5.17 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that in the case of any Concentration Account, (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank (which consent shall not be required with respect to any additional Concentration Account at an existing Cash Management Bank and otherwise shall not be unreasonably withheld), and (ii) prior to the time of the opening of any Concentration Account, the applicable Credit Party and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Each Credit Party shall close any of its Concentration Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 45 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Concentration Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s and Term Agent’s reasonable judgment. The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which each Credit Party hereby grants a Lien to Control AgreementsAgent.

Cash Management. (ia) The Credit Parties Each Loan Party shall have established establish and maintained maintain, at its expense, Deposit Accounts and cash management services of a type and on terms satisfactory terms, and with the banks, set forth on Schedule 5.21(a) and, subject to the Collateral Agent at one or more of Section 6.13(d) below, such other banks as such Loan Party may hereafter select (such other banks, together with the banks set forth on Schedule 6.01(v) (each 5.21(a), collectively, the “Cash Management Banks” and individually, a “Cash Management Bank”). Each Loan Party shall deliver, and shall have requested in writing and otherwise taken such reasonable steps or cause to ensure that all of their domestic Account Debtors be delivered to Agent, (i) a Control Agreement with respect to each of its Deposit Accounts forward payment of the amounts owed duly authorized, executed and delivered by them directly to a bank account (each such account, a “Cash Management Bank where a Deposit Account is maintained, the applicable Loan Party and Agent; provided, that, (A) Loan Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is an Excluded Account”, and (B) Loan Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is exclusively used for receiving deposits from the Stores (other than any such Deposit Account at Xxxxx Fargo which shall each be subject to a Control Agreement at such Cash Management BankAgreement), and (ii) satisfactory evidence that the Credit Card Notifications as duly authorized, executed and delivered by the applicable Loan Party has been delivered to each Credit Card Issuer or Credit Card Processor. (iib) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Control Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Deposit Account without further consent by the Credit Partiesapplicable Loan Party, (Bii) the Cash Management Bank has no waives, subordinates, and agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Deposit Account and for returned checks or other items of payment, (iii) with respect to each Collection Account (other than the Concentration Accounts) the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to a Concentration Account and with respect to each Concentration Account, the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to the Agent Payment Account, provided, that, such Cash Management Bank shall not be requireddirected to transfer funds to the Agent Payment Account prior to the date after the Amendment No. 2 Effective Date that Agent has received either (CA) it will, following notice from the Collateral Agent, forward by daily sweep all a request for a Loan (whether a Committed Loan or Swing Line Loan) or (B) a request for a Letter of Credit or Letters of Credit in an amount or amounts which individually or in the collection aggregate for all such Letters of Credit exceed ten percent (10%) of the Loan Cap or any request or requests which would cause the aggregate amount of Letters of Credit outstanding to exceed such amountuntil such time as a Cash Management Accounts Dominion Event has occurred. All payments made to the Concentration Accounts, whether in respect of the Accounts, as proceeds of Inventory or other Collateral Agent’s accountor otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. All funds received in the Agent Payment Account shall be applied to the Obligations as provided in accordance with Section 8.03 of this Agreement to the extent then due and payable. (iiic) The Each Borrower shall direct all Credit Card Processors, Credit Card Issuers and other obligors in respect of any amounts payable to Borrowers to make payment of all such amounts to the Collection Accounts pursuant to a Credit Card Notification which shall have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors, including, but not limited to, the Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b). In addition, each Borrower shall deposit, or cause to be deposited, any other all cash, checks, notes, instruments, and other items of payment, in whatever form, that it receives to the Collection Accounts. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan (d) So long as no Event of Default has occurred and is continuing, upon not less than five (5) Business Days’ prior written notice to the Agent, Loan Parties may amend Schedule 5.21(a) to add or replace a Deposit Account or Cash Management Accounts Bank or Securities Account or securities intermediary and shall upon such addition or replacement provide to the Agent an amended Schedule 5.21(a); provided, that, (i) such prospective Cash Management Bank or securities intermediary, as the case may be, shall be subject reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Deposit Account or Securities Account (other than an Excluded Account), the applicable Loan Party and such prospective Cash Management Bank or securities intermediary shall have executed and delivered to Agent a Control AgreementsAgreement (including any acknowledgement and agreement of the Cash Management Bank or securities intermediary with respect thereto). Each Loan Party shall close any of its Deposit Accounts (and establish replacement Deposit Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or procedures or performance of the Cash Management Bank with respect to Deposit Accounts or the Agent’s liability under any Control Agreement with such Cash Management Bank is no longer satisfactory in the Agent’s reasonable judgment. (e) Each Loan Party shall obtain an authenticated Control Agreement from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Loan Party, or maintaining a Securities Account for such Loan Party and with respect to any other investment property and no Loan Party will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Agent has received a Control Agreement duly authorized, executed and delivered by the applicable bank or securities intermediary where such cash, Cash Equivalents, Deposit Account or Securities Account are maintained with respect thereto, provided, that, the Loan Parties shall not be required to deliver a Control Agreement with respect to any Excluded Account. (f) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Deposit Account to ensure the proper transfer of funds as set forth above.

Cash Management. Borrower shall (ia) The Credit Parties shall have established establish and maintained maintain cash management services (including, without limitation, the Lockbox Account) of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v) (each a “Cash Management terms, with Bank”), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts of Borrower and each of its Domestic Subsidiaries forward payment of the amounts owed by them directly to a bank such Lockbox Account, and (b) deposit or cause to be deposited, (i) promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections received by Borrower or any Domestic Subsidiary, and (ii) all proceeds to be paid by, or otherwise transferred by, any Foreign Subsidiary to Borrower, into an account (each such accountdesignated by Bank, a “Cash Management Account”) subject to a Control Agreement at satisfactory agreement by and among Borrower, Bank, and Borrower's Subsidiaries, providing that, if such Cash Management account is held by an institution other than Bank. , (i) all items of payment deposited in the Lockbox Account and proceeds thereof are held as agent or bailee-in-possession for Bank, (ii) Each Cash Management the Bank shall only have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Agreement shall have provided, among other things, that (A) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Account without further consent by the Credit Parties, (B) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account Lockbox Account, and for returned checks or other items of payment, and (Ciii) it will, following upon notice from the Collateral AgentBank following an Event of Default hereunder, it immediately will forward by daily sweep all amounts in the collection Cash Management applicable Lockbox Account to a designated account. The Lockbox Accounts to the Collateral Agent’s account. (iiiif more than one) The Cash Management Accounts shall be subject to Control Agreementscash collateral accounts, securing the Obligations, in which Bank is granted a Lien and security interest hereunder.

Cash Management. (a) All Deposit Accounts and Securities Accounts maintained by Parent and its Subsidiaries are set forth on Schedule 2.7(a). Upon Agent’s request, Parent shall and shall cause each of its Subsidiaries to (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “Cash Management Bank”), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its and its Subsidiaries’ Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Parent or its Subsidiaries) into a bank account in Agent’s name (each such account, a “Cash Management Account”) subject at one of the Cash Management Banks. Agent reserves the right, in its sole discretion, to a Control Agreement at require that any amounts received in any Cash Management Account which may represent amounts that constitute trust funds (i.e., production taxes, severance taxes, or payroll taxes) or amounts attributable to interests of third Persons such as overriding royalty interest be segregated by such Cash Management BankBank and held in a separate account or otherwise as directed by Agent. (iib) Each Upon Agent’s request, each Cash Management Bank shall have established establish and maintained cash management agreements (each a “Cash Management Agreement”) maintain Control Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeBorrowers. Each such Cash Management Control Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Account without further consent by the Credit PartiesParent or its Subsidiaries, as applicable, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) upon the instruction of the Agent (an “Activation Instruction”), it will, following notice from the Collateral Agent, will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts or to give instructions to the Collateral Agent’s accountCash Management Bank directing the disposition of funds in a Cash Management Account unless a Triggering Event has occurred and is continuing at such time. (iiic) The So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Parent (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Control Agreement if requested by the Agent. Parent (or its Subsidiaries, as applicable) shall close any of their Cash Management Accounts shall be subject (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Control AgreementsAgreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.

Cash Management. On and after the Closing Date or such later date as is contemplated in Section 6.15 with respect to the Cash Management Agreements referenced in such Section, (ia) The Each Credit Parties Party shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.8(a) (each each, a “Cash Management Bank”), and, in connection therewith, establish and maintain at such Cash Management Banks pursuant to the terms hereof (i) one or more accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as concentration accounts (the “Concentration Accounts”) and (ii) additional accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as collection accounts (the “Collection Accounts”, and together with the Concentration Accounts, the “Cash Management Accounts”). (b) Each Credit Party shall have requested (1) request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts its Credit Card Processors forward payment of the amounts owed by them directly to a bank account Cash Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited on each Business Day (and subject to Section 2.8(d) with respect to payments from Credit Card Processors), all such accountCollections from Account Debtors (including those sent directly to a Cash Management Bank) into a Concentration Account, and (3) deposit or cause to be deposited on each Business Day, all other available Collections (including cash, checks, drafts and all other forms of daily store receipts or other similar items of payment) received by or otherwise under its control into a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank. (iic) Each With respect to each Concentration Account, each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with Agent and the Collateral Agent covering the Deposit Accounts of each applicable Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 Agent in the aggregate at any timeits Permitted Discretion. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Concentration Account without further consent by and proceeds thereof are subject to the Credit Partiescontrol of Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Concentration Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Concentration Account and for returned checks or other items of payment, and (Ciii) within two Business Days after the date that it willreceives written notification from Agent (a “Control Exercise Notice”), following notice from the Collateral Agent, it immediately will forward by daily sweep all amounts in the collection applicable Concentration Account to the Agent’s Account or as otherwise directed by Agent to prepay the Obligations in such order as set forth in Section 2.5(b); provided, that any such prepayments of the Loans pursuant to this Section 2.8(c) may be reborrowed subject to Section 3.2. Anything contained herein or in any other Loan Document to the contrary notwithstanding, Agent agrees that it shall not provide a Control Exercise Notice to the Cash Management Accounts Banks unless Excess Availability is less than $15,000,000 (a “Control Notice Event”). At any time following the occurrence and during the continuance of a Control Notice Event Agent shall be free to exercise its right to issue a Control Exercise Notice. Agent shall deliver to Borrower and the applicable Credit Party a copy of any such Control Exercise Notice promptly after delivery thereof to the Collateral applicable Cash Management Bank; provided, however that a non-willful failure to so do shall not affect the validity of any such Control Exercise Notice or otherwise limit Agent’s accountright to send any other Control Exercise Notice. The Control Notice Event shall terminate at such time when Excess Availability exceeds $15,000,000 for forty-five (45) consecutive days following occurrence of the Control Notice Event; provided under no circumstances shall more than one Control Notice Event terminate in any 365 day period. Upon the termination of such Control Notice Event, Agent shall withdraw such Control Exercise Notice and permit funds to be transferred as set forth above, including permitting each Credit Party access to funds in any Concentration Account (and daily sweeps thereof into any Designated Account), but subject in all events to the right of Agent to deliver a Control Exercise Notice following the occurrence and during the continuance of any subsequent Control Notice Event. (iiid) Each Credit Party may establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by each Credit Party received by it (or other amounts payable by such Credit Card Processor) into a designated Concentration Account on a daily basis or such other periodic basis as Agent may otherwise direct. No Credit Party shall change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent. (e) So long as no Event of Default has occurred and is continuing, Borrower may amend Schedule 5.17 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that in the case of any Concentration Account, (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank (which consent shall not be required with respect to any additional Concentration Account at an existing Cash Management Bank and otherwise shall not be unreasonably withheld), and (ii) prior to the time of the opening of any Concentration Account, the applicable Credit Party and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Each Credit Party shall close any of its Concentration Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 45 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Concentration Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which each Credit Party hereby grants a Lien to Control AgreementsAgent.

Cash Management. (a) U.S. Borrowers shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections of the U.S. Borrowers (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Agent's name (a "Cash Management Account") at one of the Cash Management Banks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Partyand U.S. Borrowers, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, U.S. Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. U.S. Borrowers shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to the Collateral Cash Management Accounts or Agent’s account's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (iiid) The Cash Management Accounts shall be Cash Collateral Accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which U.S. Borrowers are hereby deemed to have granted a Lien to Agent. (e) Within 30 days of the Closing Date, each of Canadian Borrower and German Borrower shall (i) establish and maintain one or more depository accounts, under the dominion and control of Agent pursuant to a Control Agreement among Agent, Canadian Borrower or German Borrower, as applicable, and the applicable Canadian or German financial institution, in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Canadian Borrower and German Borrower shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) So long as no Event of Default shall have occurred and be continuing, Canadian Borrower and German Borrower may use the funds on deposit in its foreign bank accounts for its working capital purposes. During the continuance of an Event of Default, Agent shall have the right to convert all non-Dollar denominated balances in Canadian Borrower's and German Borrower's foreign bank accounts into Dollars (at Borrowers' sole expense) and cause all amounts in such accounts to be wired into a DDA or other account subject to a Control AgreementsAgreement and then wired from such DDA to a Cash Management Account. The arrangements contemplated in Section 2.7(e) and this Section 2.7(f) shall not be modified by Parent or any of its Subsidiaries without the prior written consent of Agent.

Cash Management. (a) Borrowers shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “Cash Management Bank, and collectively, the “Cash Management Banks”), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Agent’s name (each such account, a “Cash Management Account”) subject to a Control Agreement at such one of the Cash Management BankBanks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Partyand Borrowers, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent’s Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts to (and establish replacement cash management accounts in accordance with the Collateral foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s accountPermitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s Permitted Discretion. (iiid) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. On and after the Closing Date or such later date as is contemplated in Section 6.15 with respect to the Cash Management Agreements referenced in such Section, (ia) The Each Credit Parties Party shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.8(a) (each each, a “Cash Management Bank”), and, in connection therewith, establish and maintain at such Cash Management Banks pursuant to the terms hereof (i) one or more accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as concentration accounts (the “Concentration Accounts”) and (ii) additional accounts designated (either in Schedule 5.17 or pursuant to Section 2.8(e)) as collection accounts (the “Collection Accounts”, and together with the Concentration Accounts, the “Cash Management Accounts”). (b) Each Credit Party shall have requested (1) request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts its Credit Card Processors forward payment of the amounts owed by them directly to a bank account Cash Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited on each Business Day (and subject to Section 2.8(d) with respect to payments from Credit Card Processors), all such accountCollections from Account Debtors (including those sent directly to a Cash Management Bank) into a Concentration Account, and (3) deposit or cause to be deposited on each Business Day, all other available Collections (including cash, checks, drafts and all other forms of daily store receipts or other similar items of payment) received by or otherwise under its control into a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank. (iic) Each With respect to each Concentration Account, each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with Agent and the Collateral Agent covering the Deposit Accounts of each applicable Credit Party, in form and substance reasonably acceptable to each Agent in its Permitted Discretion. At any time following the occurrence and during the continuance of an Event of Default, Agent shall, subject to the AgentsIntercreditor Agreement, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of be free to exercise its right to issue a control exercise notice under the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements. Agent shall deliver to Borrower and the applicable Credit Party a copy of any such control exercise notice promptly after delivery thereof to the applicable Cash Management Bank; provided, however that a non-willful failure to so long as do shall not affect the aggregate amount validity of any such control exercise notice or otherwise limit Agent’s right to send any other control exercise notice. The Agent’s exercise of such excluded Deposit Accounts does not exceed $1,000,000 in control shall terminate at such time when the aggregate at any timeapplicable Event of Default ceases to exist. (d) Each Credit Party may establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Cash Management Credit Card Agreement shall have providedprovide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by each Credit Party received by it (Aor other amounts payable by such Credit Card Processor) into a designated Concentration Account on a daily basis or such other periodic basis as Agent may otherwise direct. No Credit Party shall change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent. (e) So long as no Event of Default has occurred and is continuing, Borrower may amend Schedule 5.17 to add or replace a Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such or Cash Management Account without further consent by Account; provided, however, that in the Credit Partiescase of any Concentration Account, (Bi) the such prospective Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees shall be reasonably satisfactory to Agent and other charges directly related Agent shall have consented in writing in advance to the administration opening of such Cash Management Account with the prospective Cash Management Bank (which consent shall not be required with respect to any additional Concentration Account at an existing Cash Management Bank and for returned checks or other items of paymentotherwise shall not be unreasonably withheld), and (Cii) it willprior to the time of the opening of any Concentration Account, following the applicable Credit Party and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Each Credit Party shall close any of its Concentration Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 45 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the Collateral Agent, forward by daily sweep all amounts in the collection creditworthiness of any Cash Management Accounts to the Collateral Bank is no longer acceptable in Agent’s accountreasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as such Credit Party and Agent may agree) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Concentration Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (iiif) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which each Credit Party hereby grants a Lien to Control AgreementsAgent.

Cash Management. To the extent the Obligated Parties (iother than Parent) The Credit Parties shall have established and maintained cash management services maintain Deposit Accounts (other than Excluded Deposit Accounts) with balances of a type and on terms satisfactory $1,000,000 or more individually or in the aggregate (except, in each case, to the Collateral Agent extent such Deposit Account is maintained at one or more of the banks set forth on Schedule 6.01(v) (each a “Cash Management Bank”CONA), and shall have requested in writing and otherwise taken such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) Deposit Account shall be subject to a Control Agreement at such Cash Management Bank. Agreement; provided that if (iia) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Borrower has delivered Control Agreements in respect of Deposit Accounts of each Credit Partywith balances in an aggregate amount taken together with any balances held in any Deposit Account maintained at CONA equal to the Maximum Revolver Amount and (b) the aggregate balance maintained in Deposit Accounts that are subject to Control Agreements taken together with balances held in Deposit Accounts maintained at CONA is not less than the Maximum Revolver Amount, then no further Control Agreements shall be required to be delivered. Each Control Agreement shall be in form and substance reasonably acceptable to Lender, and each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Control Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Account without further consent by the Credit Parties, (B) the applicable Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Deposit Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Deposit Account and for returned checks or other items of payment, and (Cii) it willfollowing receipt by such Cash Management Bank of a notice of exclusive control from Lender with respect to such Deposit Account, following notice from the Collateral Agent, such Cash Management Bank will forward by daily sweep all amounts (when available as good funds) in such Deposit Account as directed by Lender. Lender hereby agrees that it may deliver a notice of exclusive control only after the collection Cash Management occurrence and during the continuation of an Event of Default. Borrower hereby grants a Lien to Lender in each of Borrower’s Deposit Accounts to the Collateral Agent’s account(other than Excluded Deposit Accounts). (iii) The Cash Management Accounts shall be subject to Control Agreements.

Cash Management. (ia) The Credit Parties Each Loan Party shall have established establish and maintained maintain, at its expense, Deposit Accounts and cash management services of a type and on terms satisfactory terms, and with the banks, set forth on Schedule 5.21(a) and, subject to the Collateral Agent at one or more of Section 6.13(d) below, such other banks as such Loan Party may hereafter select (such other banks, together with the banks set forth on Schedule 6.01(v) (each 5.21(a), collectively, the “Cash Management Banks” and individually, a “Cash Management Bank”). Each Loan Party shall deliver, and shall have requested in writing and otherwise taken such reasonable steps or cause to ensure that all of their domestic Account Debtors be delivered to Agent, (i) a Control Agreement with respect to each of its Deposit Accounts forward payment of the amounts owed duly authorized, executed and delivered by them directly to a bank account (each such account, a “Cash Management Bank where a Deposit Account is maintained, the applicable Loan Party and Agent; provided, that, (A) Loan Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is an Excluded Account”, and (B) Loan Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is exclusively used for receiving deposits from the Stores (other than any such Deposit Account at Xxxxx Fargo which shall each be subject to a Control Agreement at such Cash Management BankAgreement), and (ii) satisfactory evidence that the Credit Card Notifications as duly authorized, executed and delivered by the applicable Loan Party has been delivered to each Credit Card Issuer or Credit Card Processor. (iib) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Control Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Deposit Account without further consent by the Credit Partiesapplicable Loan Party, (Bii) the Cash Management Bank has no waives, subordinates, and agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Deposit Account and for returned checks or other items of payment, (iii) with respect to each Collection Account (other than the Concentration Accounts) the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to a Concentration Account and with respect to each Concentration Account, the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to the Agent Payment Account, provided, that, such Cash Management Bank shall not be required to transfer funds to the Agent Payment Account prior to the date that Agent has received a request for the initial Loan (Cwhether a Committed Loan or Swing Line Loan) it willor Letter of Credit hereunder. All payments made to the Concentration Accounts, following notice from whether in respect of the Accounts, as proceeds of Inventory or other Collateral Agent, forward by daily sweep all amounts or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. All funds received in the collection Cash Management Accounts Agent Payment Account shall be applied to the Collateral Agent’s accountObligations as provided in accordance with Section 8.03 of this Agreement to the extent then due and payable. (iiic) The Each Borrower shall direct all Credit Card Processors, Credit Card Issuers and other obligors in respect of any amounts payable to Borrowers to make payment of all such amounts to the Collection Accounts pursuant to a Credit Card Notification which shall have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors, including, but not limited to, the Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b). In addition, each Borrower shall deposit, or cause to be deposited, any other all cash, checks, notes, instruments, and other items of payment, in whatever form, that it receives to the Collection Accounts. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the 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 a Collection Account or a Concentration Account. (d) So long as no Event of Default has occurred and is continuing, upon not less than five (5) Business Days’ prior written notice to Agent, Loan Parties may amend Schedule 5.21 to add or replace a Deposit Account or Cash Management Accounts Bank or Securities Account or securities intermediary and shall upon such addition or replacement provide to Agent an amended Schedule 5.21; provided, that, (i) such prospective Cash Management Bank or securities intermediary, as the case may be, shall be subject reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Deposit Account or Securities Account (other than an Excluded Account), the applicable Loan Party and such prospective Cash Management Bank or securities intermediary shall have executed and delivered to Agent a Control AgreementsAgreement (including any acknowledgement and agreement of the Cash Management Bank or securities intermediary with respect thereto). Each Loan Party shall close any of its Deposit Accounts (and establish replacement Deposit Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or procedures or performance of the Cash Management Bank with respect to Deposit Accounts or Agent’s liability under any Control Agreement with such Cash Management Bank is no longer satisfactory in Agent’s reasonable judgment. (e) Each Loan Party shall obtain an authenticated Control Agreement from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Loan Party, or maintaining a Securities Account for such Loan Party and with respect to any other investment property and no Loan Party will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Agent has received a Control Agreement duly authorized, executed and delivered by the applicable bank or securities intermediary where such cash, Cash Equivalents, Deposit Account or Securities Account are maintained with respect thereto, provided, that, the Loan Parties shall not be required to deliver a Control Agreement with respect to any Excluded Account. (f) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Deposit Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Borrower shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v) 2.7 (each a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to one of such Cash Management Banks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a bank account Cash Management Bank) into one of the DDAs set forth on Schedule 2.7 (each such account, a “"Cash Management Account”") subject to a Control Agreement at one of the Cash Management Banks. If, notwithstanding the provisions of this Section 2.7, Borrower receives or otherwise has dominion over or control of any Collections, Borrower shall hold such Collections in trust for Agent and shall not commingle such Collections with any of Borrower's other funds or deposit such Collections in any account of Borrower except as instructed by Agent. (b) Borrower shall establish and maintain Cash Management Agreements with Agent and each Cash Management Bank. (ii) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Agreement shall have providedbe a Control Agreement and provide, among other things, that (Ai) upon notice from Agent, the Cash Management Bank will comply with any instructions originated by the Collateral of Agent directing the disposition of the funds in such the Cash Management Account without further consent by the Credit PartiesAgent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Accounts Account to the Collateral Agent’s account's Account. (iii) The Cash Management Accounts shall be subject to Control Agreements.

Cash Management. (a) Borrowers shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms reasonably satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v) 2.7 (each a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Agent's name (a "Cash Management Account") at one of the Cash Management Banks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Partyand Borrowers, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Accounts Account to the Collateral Agent’s account's Account. (iiic) The So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7 to add or replace a Cash Management Accounts Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be subject satisfactory to Control Agreements.Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash

Cash Management. (a) Borrowers shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v) 2.7 (each a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to one of such Cash Management Banks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a bank account Cash Management Bank) into one of the DDAs set forth on Schedule 2.7 (each such account, a “"Cash Management Account”") subject to a Control Agreement at one of the Cash Management Banks. In no event shall any Cash Management Account be included within the Excluded DDAs. If, notwithstanding the provisions of this Section 2.7, any Borrower receives or otherwise has dominion over or control of any Collections, such Borrower shall hold such Collections in trust for Agent and shall not commingle such Collections with any of Borrowers' other funds or deposit such Collections in any account of Borrowers except as instructed by Agent. (b) Borrowers shall establish and maintain Cash Management Agreements with Agent and each Cash Management Bank. (ii) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Agreement shall have providedbe a Control Agreement and provide, among other things, that (Ai) upon notice from Agent, the Cash Management Bank will comply with any instructions originated by the Collateral of Agent directing the disposition of the funds in such the Cash Management Account without further consent by the Credit PartiesAgent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent's Account. (c) Borrowers shall establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Borrowers received by it (or other amounts payable by such Credit Card Processor) into a designated Cash Management Account on a daily basis. Borrowers shall not attempt to change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent. (d) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7 to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to the Collateral Cash Management Accounts or Agent’s account's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (iiie) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien on each Cash Management Account to Agent.

Cash Management. (a) The Loan Parties shall (i) The Credit Parties shall have established establish prior to the Closing Date, and maintained maintain at all times thereafter, cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each each, a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Agent's name (a "Cash Management Account") at one of the Cash Management Banks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with Agent and the Collateral Agent covering the Deposit Accounts of each Credit PartyLoan Parties, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, the Loan Parties may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Loan Party and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. The Loan Parties shall close any Cash Management Account with a Cash Management Bank (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of such Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts to the Collateral or Agent’s account's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (iiid) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the applicable Loan Party is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v) 2.7 (each a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to one of such Cash Management Banks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a bank account Cash Management Bank) into one of the DDAs set forth on Schedule 2.7 (each such account, a “"Cash Management Account”") subject to a Control Agreement at one of the Cash Management Banks. If, notwithstanding the provisions of this Section 2.7, Borrower receives or otherwise has dominion over or control of any Collections, Borrower shall hold such Collections in trust for Agent and shall not commingle such Collections with any of Borrower's other funds or deposit such Collections in any account of Borrower except as instructed by Agent. (b) Borrower shall establish and maintain Cash Management Agreements with Agent and each Cash Management Bank. (ii) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Agreement shall have providedbe a Control Agreement and provide, among other things, that (Ai) upon notice from Agent, the Cash Management Bank will comply with any instructions originated by the Collateral of Agent directing the disposition of the funds in such the Cash Management Account without further consent by the Credit PartiesAgent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent's Account. (c) Borrower shall establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Borrower received by it (or other amounts payable by such Credit Card Processor) into a designated Cash Management Account on a daily basis. Borrower shall not attempt to change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7 to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to the Collateral Cash Management Accounts or Agent’s account's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (iiie) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien on each Cash Management Account to Agent.

Cash Management. (a) Borrower shall (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral each Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each each, a “Cash Management Bank”), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Administrative Agent’s name (each such account, a “Cash Management Account”) subject to a Control Agreement at such one of the Cash Management BankBanks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with respect to the Collateral Cash Management Accounts with Administrative Agent covering the Deposit Accounts of each Credit Partyand Borrower, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Collateral Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Administrative Agent’s Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to each Agent and Administrative Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Agents a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts to (and establish replacement cash management accounts in accordance with the Collateral foregoing sentence) promptly and in any event within 30 days of notice from any Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in such Agent’s accountreasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender Group that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or such Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in such Agent’s reasonable judgment. (iiid) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Collateral Agent.

Cash Management. (a) Borrowers shall, and shall cause DSI to, (i) The Credit Parties shall have established establish and maintained maintain cash management services of a type and on terms satisfactory to the Collateral Agent at one or more of the banks set forth on Schedule 6.01(v2.7(a) (each a “"Cash Management Bank”"), and shall have requested request in writing and otherwise taken take such reasonable steps to ensure that all of their domestic its Account Debtors with respect to Accounts forward payment of the amounts owed by them directly to a bank account (each such account, a “Cash Management Account”) subject to a Control Agreement at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Agent's name (a "Cash Management Account") at one of the Cash Management Banks. (iib) Each Cash Management Bank shall have established establish and maintained cash management agreements (each a “maintain Cash Management Agreement”) Agreements with the Collateral Agent covering the Deposit Accounts of each Credit Partyand Borrowers or DSI, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any timeAgent. Each such Cash Management Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by the Credit Partiessuch Cash Management Bank as agent or bailee-in-possession for Agent, (Bii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (Ciii) it will, following notice from the Collateral Agent, immediately will forward by daily sweep all amounts in the collection applicable Cash Management Account to the Agent's Account. So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to the Collateral Cash Management Accounts or Agent’s account's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (iiic) The Cash Management Accounts shall be subject cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent. (d) On or prior to the Closing Date, Canadian Guarantor shall (i) establish and maintain one or more depository accounts, under the dominion and control of Agent pursuant to a lockbox agreement among Agent, Canadian Guarantor and the applicable Canadian financial institution described on Schedule 2.7(d), in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Canadian Guarantor shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (e) On or prior to the Closing Date, UK Guarantors shall (i) establish and maintain one or more depository accounts, under the dominion and control of Agent pursuant to a lockbox agreement among Agent, UK Guarantors and the applicable UK financial institution described on Schedule 2.7(e), in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. UK Guarantors shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) Agent will not exercise its control over Cash Management Accounts established by Canadian Guarantor and UK Guarantors until such time as an Event of Default has occurred and is continuing.

Cash Management. (ia) The Credit Parties Each Loan Party shall have established establish and maintained maintain, at its expense, Deposit Accounts and cash management services of a type and on terms satisfactory terms, and with the banks, set forth on Schedule 5.21(a) and, subject to the Collateral Agent at one or more of Section 6.13(d) below, such other banks as such Loan Party may hereafter select (such other banks, together with the banks set forth on Schedule 6.01(v) (each 5.21(a), collectively, the “Cash Management Banks” and individually, a “Cash Management Bank”). Each Loan Party shall deliver, and shall have requested in writing and otherwise taken such reasonable steps or cause to ensure that all of their domestic Account Debtors be delivered to Agent, (i) a Control Agreement with respect to each of its Deposit Accounts forward payment of the amounts owed duly authorized, executed and delivered by them directly to a bank account (each such account, a “Cash Management Bank where a Deposit Account is maintained, the applicable Loan Party and Agent; provided, that, (A) Loan Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is an Excluded Account”, and (B) Loan Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is exclusively used for receiving deposits from the Stores (other than any such Deposit Account at Xxxxx Fargo which shall each be subject to a Control Agreement at such Cash Management BankAgreement), and (ii) satisfactory evidence that the Credit Card Notifications as duly authorized, executed and delivered by the applicable Loan Party has been delivered to each Credit Card Issuer or Credit Card Processor. (iib) Each Cash Management Bank shall have established and maintained cash management agreements (each a “Cash Management Agreement”) with the Collateral Agent covering the Deposit Accounts of each Credit Party, in form and substance reasonably acceptable to each of the Agents, provided, however, that Deposit Accounts that are disbursement accounts and that either (A) have an average daily balance of less than $100,000, or (B) are accounts for payment of the workers compensation claims and employment claims, shall be excluded from the requirement for Cash Management Agreements, so long as the aggregate amount of such excluded Deposit Accounts does not exceed $1,000,000 in the aggregate at any time. Each such Cash Management Control Agreement shall have providedprovide, among other things, that (Ai) the Cash Management Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Cash Management Deposit Account without further consent by the Credit Partiesapplicable Loan Party, (Bii) the Cash Management Bank has no waives, subordinates, and agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Cash Management Account, Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Deposit Account and for returned checks or other items of payment, (iii) with respect to each Collection Account (other than the Concentration Accounts) the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to a Concentration Account and (C) it willwith respect to each Concentration Account, following notice from the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to the Agent Payment Account, provided, that, such Cash Management Bank shall not be directed to transfer funds to the Agent Payment Account until such time as a Cash Dominion Event has occurred. All payments made to the Concentration Accounts, whether in respect of the Accounts, as proceeds of Inventory or other Collateral Agent, forward by daily sweep all amounts or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. All funds received in the collection Cash Management Accounts Agent Payment Account shall be applied to the Collateral Agent’s accountObligations as provided in accordance with Section 8.03 of this Agreement to the extent then due and payable. (iiic) The Each Borrower shall direct all Credit Card Processors, Credit Card Issuers and other obligors in respect of any amounts payable to Borrowers to make payment of all such amounts to the Collection Accounts pursuant to a Credit Card Notification which shall have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and Credit Card Processors, including, but not limited to, the Credit Card Issuers and Credit Card Processors listed on Schedule 5.21(b). In addition, each Borrower shall deposit, or cause to be deposited, any other all cash, checks, notes, instruments, and other items of payment, in whatever form, that it receives to the Collection Accounts. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the 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 a Collection Account or a Concentration Account. Upon not less than five (5) Business Days’ prior written notice to the Agent, Lead Borrower may amend Schedule 5.21(b) to add or delete a Credit Card Agreement or any other agreement between or among any Loan Party, on the one hand, and a Credit Card Issuer or a Credit Card Processor (or any of their Affiliates, as the case may be), on the other. (d) So long as no Event of Default has occurred and is continuing, upon not less than five (5) Business Days’ prior written notice to the Agent, Loan Parties may amend Schedule 5.21(a) to add or replace a Deposit Account or Cash Management Accounts Bank or Securities Account or securities intermediary and shall upon such addition or replacement provide to the Agent an amended Schedule 5.21(a); provided, that, (i) such prospective Cash Management Bank or securities intermediary, as the case may be, shall be subject reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Deposit Account or Securities Account (other than an Excluded Account), the applicable Loan Party and such prospective Cash Management Bank or securities intermediary shall have executed and delivered to Agent a Control AgreementsAgreement (including any acknowledgement and agreement of the Cash Management Bank or securities intermediary with respect thereto). Each Loan Party shall close any of its Deposit Accounts (and establish replacement Deposit Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or procedures or performance of the Cash Management Bank with respect to Deposit Accounts or the Agent’s liability under any Control Agreement with such Cash Management Bank is no longer satisfactory in the Agent’s reasonable judgment. (e) Each Loan Party shall obtain an authenticated Control Agreement from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Loan Party, or maintaining a Securities Account for such Loan Party and with respect to any other investment property and no Loan Party will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Agent has received a Control Agreement duly authorized, executed and delivered by the applicable bank or securities intermediary where such cash, Cash Equivalents, Deposit Account or Securities Account are maintained with respect thereto, provided, that, the Loan Parties shall not be required to deliver a Control Agreement with respect to any Excluded Account. (f) Upon the request of the Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Deposit Account to ensure the proper transfer of funds as set forth above.