Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Account" means the concentration deposit account maintained by Account Holder at Depository Bank, as more particularly described in Schedule I attached hereto and incorporated herein by reference, including all successor or replacement accounts established in accordance with the terms of this Agreement, the

Section 1.2 — UCC Terms Terms used but not otherwise defined in this Agreement that are defined in the UCC as in effect in the State of New York shall have the meanings ascribed to such terms under the UCC. Terms defined in the Credit Agreement and used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Credit Agreement, unless the context otherwise requires.

Section 1.3 — Construction Unless the context otherwise requires: (a) the singular shall include the plural and the plural shall include the singular; (b) references to "Articles," "Sections," "Schedules," and "Exhibits" shall refer to Articles, Sections, Schedules, and Exhibits of and to this Agreement; (c) all references to any party shall include such party's successors and permitted assigns; (d) the words "herein

Section 2.1 — Identification of the Account The Account that is the subject of this Agreement is described in Schedule I attached hereto and incorporated herein by reference. Schedule I sets forth the following information with respect to the Account: (a) the account title, being "Cascade Retail Holdings Inc. — Concentration Account"; (b) the account number (to be inserted upon establishment or confirmation of the Ac

Section 2.2 — Existing Funds All funds on deposit in the Account as of the date hereof, together with all funds hereafter deposited into the Account, all interest, dividends, and other earnings thereon, and all proceeds of any of the foregoing, constitute collateral subject to the first-priority security interest of Collateral Agent granted pursuant to the Security Agreement and perfected by control pursuant to this

Section 2.3 — No Other Liens Account Holder hereby represents, warrants, and covenants that, other than the security interest of Collateral Agent, no person or entity has "control" (within the meaning of UCC § 9-104) over the Account, and no other person or entity holds a Lien on, or security interest in, the Account or any funds therein. Account Holder shall not grant any other Lien or security interest in the Accou

Section 3.1 — Establishment of Control Depository Bank acknowledges and agrees that Collateral Agent has "control" over the Account within the meaning of UCC § 9-104(a)(1). The parties acknowledge that, because Depository Bank and Collateral Agent are the same entity — namely, Crescent Harbor Bank, National Association — control is established automatically under UCC § 9-104(a)(1), which provides that a secured party

Section 3.2 — Collateral Agent's Instructions (a) Prior to Activation Notice / Outside of Cash Dominion Period. At all times prior to the delivery of an Activation Notice and outside of any Cash Dominion Period, Account Holder shall have the right to direct the disposition of funds in the Account in the ordinary course of Account Holder's business, subject to and in accordance with the terms of the Credit Agreement,

Section 3.3 — Activation Notice Mechanics Given the dual-capacity structure under which Depository Bank and Collateral Agent are the same entity, the Activation Notice shall be an internal determination documented in writing by an authorized officer of Crescent Harbor Bank, N.A. in its capacity as Collateral Agent. Such determination shall be evidenced by a written memorandum or notice substantially in the form of Ex

Section 3.4 — Subordination of Depository Bank's Rights To the extent that Crescent Harbor Bank, National Association, in its capacity as Depository Bank, has or may have any lien, security interest, right of setoff, right of recoupment, or other claim against the Account or the funds therein (including, without limitation, any banker's lien, common law lien, or contractual right of offset arising under Depository Ba

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Account Holder Representations Account Holder hereby represents and warrants to Collateral Agent and Depository Bank, as of the date hereof, as follows: (a) Account Holder is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Account Holder is duly qualified to do business and is in good standing in each jurisdiction where the nature of its busi

Section 4.2 — Depository Bank / Collateral Agent Representations Crescent Harbor Bank, National Association, in its dual capacity as Depository Bank and Collateral Agent, hereby represents and warrants to Account Holder, as of the date hereof, as follows: (a) Crescent Harbor Bank, National Association is a national banking association duly organized, validly existing, and in good standing under the laws of the United

Section 5.1 — Account Holder Covenants Account Holder hereby covenants and agrees as follows: (a) Account Holder shall not close the Account or change the account name, account number, or account type, or transfer the Account to another depository institution, without the prior written consent of Collateral Agent. Any successor or replacement account established with the consent of Collateral Agent shall be subject t

Section 5.2 — Depository Bank / Collateral Agent Covenants Crescent Harbor Bank, National Association, in its capacity as Depository Bank and Collateral Agent, as applicable, hereby covenants and agrees as follows: (a) Depository Bank shall not change the account number assigned to the Account without prior written notice to Account Holder, and shall promptly provide Account Holder and Collateral Agent with written n

ARTICLE VI — CONCERNING THE DEPOSITORY BANK

Section 6.1 — Standard of Care Depository Bank shall exercise reasonable care with respect to the Account, consistent with its obligations under the UCC and its standard depository agreement terms applicable to demand deposit accounts of similar type. Reasonable care shall be deemed to include, without limitation, the maintenance of commercially reasonable security measures with respect to the Account and compliance

Section 6.2 — Fees and Expenses Account Holder shall pay all customary fees, charges, and expenses associated with the establishment, maintenance, and administration of the Account in accordance with Depository Bank's standard fee schedule as in effect from time to time. Such fees shall include, without limitation, account maintenance fees, wire transfer fees, ACH processing fees, and returned item fees. Depository B

Section 6.3 — Dual Capacity Acknowledgment The parties acknowledge and agree that Crescent Harbor Bank, National Association is acting in the dual capacity of Depository Bank and Collateral Agent under this Agreement. In its capacity as Depository Bank, Crescent Harbor Bank, N.A. is responsible for maintaining the Account and providing deposit account services in accordance with its standard terms and conditions and

Section 6.4 — No Obligation to Monitor Depository Bank shall have no obligation to monitor the use of funds in the Account, to determine whether funds deposited therein are properly categorized or allocated, or to determine whether any Cash Dominion Period has commenced or terminated. Collateral Agent shall make all determinations regarding the commencement and termination of any Cash Dominion Period in accordance wi

Section 6.5 — Indemnification Account Holder shall indemnify and hold harmless Crescent Harbor Bank, National Association, in its capacity as Depository Bank (which indemnification is distinct from any indemnification obligations Account Holder may have to Crescent Harbor Bank, N.A. in its capacity as Collateral Agent under the Credit Agreement or the Security Agreement), and its respective officers, directors, emplo

Section 7.1 — Termination Events This Agreement shall terminate upon the earliest to occur of: (a) Written notice from Collateral Agent to Depository Bank and Account Holder (which, in light of the dual-capacity structure, may be an internal memorandum documented by an authorized officer of Crescent Harbor Bank, N.A. in its capacity as Collateral Agent and communicated to Account Holder) that all Obligations under th

Section 7.2 — Effect of Termination Upon the effective date of termination of this Agreement, Collateral Agent's control over the Account shall cease and Collateral Agent shall have no further rights with respect to the Account or the funds therein under this Agreement. Following termination, Depository Bank shall thereafter follow only the instructions of Account Holder with respect to the Account, and Account Holde

Section 8.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict-of-laws principles thereof that would require the application of the laws of another jurisdiction. The parties agree that the UCC as in effect in the State of New York shall govern all questions relating to the perfection, the effect of perfection or non-pe

Section 8.2 — Jurisdiction; Submission Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York, County of New York, and any appellate court from either thereof, in any action or proceeding arising out of or relating to this Agreement, or

Section 8.3 — Notices All notices, requests, demands, directions, consents, and other communications provided for in this Agreement shall be in writing and shall be delivered by hand, by overnight courier service (providing proof of delivery), by United States registered or certified mail (postage prepaid, return receipt requested), or by electronic mail (with confirmation of receipt) to the parties at the following

Section 8.4 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by any party from the terms hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent is in writing and signed by all of the parties hereto. Any such amendment, modification, supplement, waiver, or consent shall be effective onl

Section 8.5 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Account Holder may not assign its rights or obligations hereunder without the prior written consent of Collateral Agent, and any purported assignment in violation of this Section shall be null and void. Collateral Agent may assign its rig

Section 8.6 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it vali

Section 8.7 — Counterparts; Electronic Execution This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic transmission in portable document format (PDF) or any other electronic

Section 8.8 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PER

Section 8.9 — Entire Agreement This Agreement, together with the Credit Agreement, the Security Agreement, the Guaranty Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties hereto with respect to the subje

Section 8.10 — Conflict with Other Agreements In the event of any conflict or inconsistency between the terms of this Agreement and any deposit account agreement, account terms and conditions, or other agreement between Account Holder and Depository Bank governing the Account, the terms of this Agreement shall govern and prevail to the extent of such conflict or inconsistency. In the event of any conflict or inconsis

Section 8.11 — Relationship to Credit Agreement This Agreement constitutes a "Loan Document" as defined in, and for all purposes under, the Credit Agreement. The rights and remedies of Collateral Agent hereunder are in addition to, and not in limitation of, any rights and remedies available to Collateral Agent under the Security Agreement, the Credit Agreement, or any other Loan Document, or at law or in equity. Noth