Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Account" means the deposit account described in Section 2.1 hereof and more particularly identified in Schedule A attached hereto, together with any successor account or replacement account established at Depository Bank in substitution therefor, and all funds, financial assets, investment property, an

Section 1.2 — UCC Terms Terms used but not otherwise defined in this Agreement that are defined in Articles 8 or 9 of the UCC shall have the respective meanings assigned to such terms therein. Without limiting the generality of the foregoing, the terms "control," "deposit account," "financial asset," "proceeds," and "security interest" shall have the meanings ascribed to such terms in the UCC.

Section 1.3 — Credit Agreement Terms Capitalized terms used but not otherwise defined in this Agreement or in the UCC shall have the respective meanings assigned to such terms in the Credit Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the UCC or the Credit Agreement, the definitions set forth in this Agreement shall control for purposes of interpre

Section 2.1 — Identification of Account The Account that is the subject of this Agreement is the deposit account maintained at Depository Bank and identified as follows: Account Name: Cascade Retail Operating Company LLC — Collections Account Account Number: As set forth on Schedule A hereto Account Type: Commercial demand deposit account Financial Institution: Crescent Harbor Bank, National Association, 780 Park Ave

Section 2.2 — Acknowledgment of Security Interest (a) Depository Bank hereby acknowledges and confirms that it has been notified of, and hereby consents to, the first-priority security interest of the Secured Party in the Account and in all funds, financial assets, investment property, cash, instruments, and other property at any time credited to or held in the Account, and all proceeds thereof (collectively, the "Ac

Section 2.3 — Dual Capacity Acknowledgment The Parties acknowledge and agree that Crescent Harbor Bank, National Association is acting in the dual capacity of (i) Depository Bank (the bank at which the Account is maintained) and (ii) Collateral Agent (on behalf of the Secured Parties) under this Agreement. Depository Bank's obligations and rights in its capacity as Depository Bank are separate and distinct from its o

ARTICLE 3 — CONTROL AND INSTRUCTIONS

Section 3.1 — Compliance with Instructions of Secured Party (a) Depository Bank hereby agrees that it shall comply with all instructions originated by the Secured Party directing the disposition of funds in the Account, without further consent of the Account Holder. Such instructions may include, without limitation, instructions to transfer, sweep, wire, redirect, or otherwise dispose of all or any portion of the fun

Section 3.2 — Account Holder's Rights Prior to Activation Notice (a) Until such time as the Depository Bank receives an Activation Notice from the Secured Party (or the Secured Party otherwise delivers written instructions to Depository Bank inconsistent with the Account Holder's instructions), the Account Holder shall be entitled to withdraw funds from, and otherwise direct the disposition of funds in, the Account i

Section 3.3 — Activation Notice / Cash Dominion (a) The Secured Party may deliver an Activation Notice to Depository Bank at any time during a Cash Dominion Period (that is, at any time when Availability under the Credit Agreement is less than $37,500,000, or upon the occurrence and during the continuance of an Event of Default under the Credit Agreement). The Activation Notice shall be in writing and substantially i

Section 3.4 — Form of Instructions (a) Instructions from the Secured Party to Depository Bank may be in writing, including by electronic mail transmission from the authorized representatives of the Secured Party identified in the notice provisions of Article 9 hereof, or from such other authorized representatives as the Secured Party may designate from time to time in a written notice to Depository Bank. (b) All inst

Section 3.5 — No Duty to Investigate Depository Bank shall have no duty or obligation to investigate or make any determination as to whether the Secured Party is entitled to deliver an Activation Notice, a Deactivation Notice, or any other instruction with respect to the Account, including, without limitation, whether a Cash Dominion Period has commenced or is continuing, whether Availability is less than $37,500,000

ARTICLE 4 — SUBORDINATION OF DEPOSITORY BANK'S RIGHTS

Section 4.1 — Subordination of Liens and Set-Off Rights (a) Depository Bank hereby subordinates any and all security interests, liens, encumbrances, claims, or rights of set-off that Depository Bank may now or hereafter have (whether arising by operation of law, by contract, under any deposit account agreement, or otherwise) in or against the Account and the funds, financial assets, investment property, cash, instrum

Section 4.2 — No Liens by Depository Bank (a) Depository Bank agrees that it will not assert any possessory lien, banker's lien, right of set-off, or other lien or encumbrance against the Account or any funds, financial assets, or other property credited to or held in the Account, except for Permitted Charges as described in Section 4.1(b)(i) above. (b) Depository Bank agrees that it will not exercise any right of se

ARTICLE 5 — ACCOUNT HOLDER'S REPRESENTATIONS AND COVENANTS

Section 5.1 — Representations of Account Holder Account Holder hereby represents and warrants to the Secured Party and the Depository Bank as of the date hereof as follows: (a) Organization and Existence. Account Holder is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with taxpayer identification number (EIN) 83-2951047. (b) Power and Autho

Section 5.2 — Covenants of Account Holder Account Holder hereby covenants and agrees with the Secured Party and the Depository Bank as follows: (a) No Closing or Modification. Account Holder shall not, without the prior written consent of the Secured Party: (i) close the Account; (ii) change the name on the Account; (iii) change the account number of the Account; or (iv) add or remove any authorized signatory on the

ARTICLE 6 — DEPOSITORY BANK'S REPRESENTATIONS, COVENANTS, AND AGREEMENTS

Section 6.1 — Representations of Depository Bank Depository Bank hereby represents and warrants to the Secured Party and the Account Holder as of the date hereof as follows: (a) Organization and Existence. Depository Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, chartered by and subject to the supervision of the Office of the Comptro

Section 6.2 — Maintenance of Account (a) Depository Bank shall maintain the Account in accordance with its standard terms and conditions for commercial deposit accounts, as modified by the terms of this Agreement. To the extent of any inconsistency between Depository Bank's standard terms and conditions and this Agreement, this Agreement shall control. (b) Depository Bank shall not close the Account or change the acc

Section 6.3 — Account Statements and Information (a) Depository Bank shall provide the Secured Party (in its capacity as Collateral Agent) with periodic account statements for the Account at the same time and in the same manner as such statements are provided to the Account Holder. Account statements shall be provided on a monthly basis, or more frequently if so requested by the Secured Party during a Cash Dominion P

Section 6.4 — No Adverse Claims Except for (a) the claims and interests of the Account Holder as the owner of the Account and (b) the security interest and other rights of the Secured Party in the Account as provided in this Agreement, Depository Bank does not, as of the date hereof, know of any claim to, lien on, or interest in the Account or the funds on deposit therein. If Depository Bank becomes aware of any such

ARTICLE 7 — INDEMNIFICATION AND LIABILITY

Section 7.1 — Indemnification of Depository Bank (a) Account Holder and the Secured Party (in its capacity as Collateral Agent, and solely to the extent permitted by and in accordance with the Loan Documents) shall, jointly and severally, indemnify, defend, and hold harmless Depository Bank (solely in its capacity as Depository Bank hereunder, and not in its capacity as Collateral Agent) and its officers, directors,

Section 7.2 — Limitation of Depository Bank's Liability (a) Depository Bank shall not be liable for any losses, damages, claims, costs, or expenses arising from or in connection with its compliance in good faith with any instructions, Activation Notices, Deactivation Notices, or other directions received from the Secured Party. (b) Depository Bank shall have no duty or obligation to monitor the Account, the Borrowing

Section 7.3 — Depository Bank Fees Account Holder shall pay all customary fees and charges of Depository Bank related to the establishment, maintenance, and operation of the Account in accordance with Depository Bank's standard fee schedule as in effect from time to time. Such fees and charges may be debited directly from the Account as Permitted Charges in accordance with Section 4.1(b)(i) hereof.

Section 8.1 — Termination by Secured Party This Agreement shall terminate upon written notice from the Secured Party to the Depository Bank and the Account Holder stating that (a) the security interest of the Secured Party in the Account has been released in accordance with the terms of the Credit Agreement and the Security Agreement, and (b) all obligations of the Borrowers under the Credit Agreement and the other L

Section 8.2 — Termination upon Closing of Account If the Account is closed in accordance with the terms of this Agreement and the applicable deposit account agreements, and with the prior written consent of the Secured Party, this Agreement shall automatically terminate upon such closing without the necessity of any further action or notice by any Party.

Section 8.3 — Effect of Termination (a) Upon termination of this Agreement in accordance with Section 8.1 or Section 8.2, the obligations of Depository Bank under this Agreement (other than those expressly surviving termination as set forth herein) shall cease, and the Secured Party shall have no further rights under this Agreement with respect to the Account. (b) The following provisions shall survive the terminatio

Section 9.1 — Notice Addresses All notices, requests, demands, consents, instructions, Activation Notices, Deactivation Notices, and other communications required or permitted under this Agreement shall be directed to the following addresses (or to such other addresses as a Party may designate by written notice to the other Parties in accordance with this Article 9): If to Account Holder: Cascade Retail Operating Com

Section 9.2 — Methods of Notice (a) All notices and other communications under this Agreement shall be in writing and shall be delivered by (i) personal delivery (including by messenger or courier service), (ii) nationally recognized overnight courier service (with all charges prepaid), or (iii) electronic mail transmission (with confirmation of transmission by the sender). Notices shall be deemed to have been duly g

ARTICLE 10 — GOVERNING LAW; JURISDICTION; MISCELLANEOUS

Section 10.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction. For purposes of the UCC, the State of New York shall be the "bank's jurisdiction" (as defined in Section 9-304 of the UCC) with respect to the Ac

Section 10.2 — Submission to Jurisdiction Each Party hereby irrevocably and unconditionally submits 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, New York County, in each case sitting in the Borough of Manhattan, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and

Section 10.3 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT ACTION, SUIT, OR PROCEEDING. EACH PARTY CERTIFIES

Section 10.4 — Amendments This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom enforcement of such waiver is sought.

Section 10.5 — 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 under this Agreement without the prior written consent of the Secured Party. The Secured Party may assign its rights under this Agreement to any successor Collateral Agent appointed

Section 10.6 — Conflict with Other Agreements (a) In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other agreement between Depository Bank and Account Holder relating to the Account (including, without limitation, any standard deposit account agreement, account documentation, or treasury management services agreement), the terms of this Agreement shall control and

Section 10.7 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. The Parties shall endeavor in good faith to replace any invalid, illegal, or unenforceable pr

Section 10.8 — Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by electronic transmission in portable document format (".pdf") or similar forma

Section 10.9 — Entire Agreement This Agreement (together with the Schedules and Exhibits attached hereto, which are incorporated herein by reference) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings (whether written or oral) among the Parties with respect

Section 10.10 — Relationship to Credit Agreement This Agreement constitutes a "Loan Document" as such term is defined in the Credit Agreement. The rights and remedies of the Secured Party under this Agreement are in addition to, and not in limitation or substitution of, the rights and remedies of the Secured Party under the Credit Agreement, the Security Agreement, and the other Loan Documents. Nothing in this Agreem

1. A Cash Dominion Period has commenced and is continuing [Availability under the Credit Agreement is less than $37,500,000] / [An Event of Default under the Credit Agreement has occurred and is continuing]. (Select as applicable.)

2. Pursuant to Section 3.3 of the DACA, Depository Bank is hereby directed to immediately and until further notice: (a) Cease complying with any and all instructions of Account Holder regarding the Account (Account Name: Cascade Retail Operating Company LLC — Collections Account; Account Number: ______); (b) Comply solely with instructions originated by the Secured Party with respect to the Account; and (c) Sweep all

3. This Activation Notice shall remain in full force and effect until Secured Party delivers a Deactivation Notice in accordance with the terms of the DACA.

4. Depository Bank is entitled to rely conclusively on this Activation Notice and shall be fully protected in complying herewith. This Activation Notice is irrevocable unless and until revoked by a Deactivation Notice delivered in accordance with the DACA. CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Collateral Agent By: ________ Name: ________ Title: ________ Date: ________ EXHIBIT B FORM OF DEACTIVATION NOTICE Da

1. The Activation Notice dated _____ previously delivered to Depository Bank pursuant to Section 3.3 of the DACA is hereby revoked, effective as of the date hereof.

2. The Cash Dominion Period that gave rise to such Activation Notice has ended, and no Event of Default under the Credit Agreement is continuing as of the date hereof.

3. Pursuant to Section 3.3 of the DACA, Depository Bank is hereby directed to resume complying with the instructions of Account Holder regarding the Account (Account Name: Cascade Retail Operating Company LLC — Collections Account; Account Number: ______) in accordance with Section 3.2 of the DACA.

4. The daily sweep of funds from the Account to the concentration account previously directed by the Activation Notice shall cease as of the date hereof, unless otherwise instructed in writing by the Secured Party.

5. Depository Bank is entitled to rely conclusively on this Deactivation Notice and shall be fully protected in complying herewith. For the avoidance of doubt, the revocation of the Activation Notice pursuant to this Deactivation Notice does not impair or limit the right of the Secured Party to deliver a subsequent Activation Notice in accordance with the terms of the DACA if the conditions set forth in Section 3.3 t