Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Account" means the deposit account or accounts described in Schedule I hereto, maintained by the Account Holder at the Depository Bank, including any successor account, replacement account, or renumbered account thereof, together with all sub-accounts related thereto. "Account Holder" means Cascade Retail H

Section 1.02 — UCC Terms Terms used but not otherwise defined in this Agreement that are defined in the UCC shall have the meanings ascribed to them in the UCC, including, without limitation, the terms "deposit account," "control," "proceeds," "supporting obligations," "financial asset," "investment property," and "securities intermediary."

Section 1.03 — Credit Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Credit Agreement. In the event that a term is defined in both this Agreement and the Credit Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 2.01 — Identification of Account The Account is identified on Schedule I attached hereto and is currently maintained at Meridian Trust Company, N.A. at 1001 Fourth Avenue, Suite 500, Seattle, WA 98154. Schedule I sets forth, among other things, the account number, the account name (Cascade Retail Holdings Inc. — Operating Account), the account type (commercial demand deposit / checking), the ABA/routing numbe

Section 2.02 — Acknowledgment of Security Interest The Depository Bank hereby acknowledges that: (a) it has been notified of, and hereby acknowledges, the Collateral Agent's security interest in the Account; (b) the Account Holder has granted a first-priority security interest in the Account and all funds, financial assets, investment property, and other property on deposit therein or credited thereto, together with

Section 2.03 — Representations of Depository Bank The Depository Bank hereby represents and warrants to the Collateral Agent and the Account Holder, as of the date hereof, as follows: (a) The Account is maintained solely in the name of the Account Holder, and no person or entity other than the Account Holder is listed as an owner, co-owner, or authorized signatory on the Account, except as may be designated by the Ac

Section 2.04 — No Other Agreements The Depository Bank agrees that, from and after the date hereof, it will not enter into any agreement with any third party pursuant to which the Depository Bank agrees to comply with instructions concerning the Account originated by such third party, without the prior written consent of the Collateral Agent. This restriction shall remain in effect so long as this Agreement is in eff

ARTICLE III — OPERATION OF ACCOUNT PRIOR TO ACTIVATION NOTICE

Section 3.01 — Account Holder's Rights Prior to Activation Notice Until the Depository Bank receives an Activation Notice from the Collateral Agent in accordance with Section 4.02 of this Agreement, the Account Holder shall have the full right and authority to issue Instructions to the Depository Bank with respect to the Account in accordance with the Account Holder's customary banking arrangements with the Depositor

Section 3.02 — Collateral Agent's Rights Prior to Activation Notice At all times (whether or not an Activation Notice has been delivered and whether or not a Cash Dominion Event has occurred or is continuing), the Depository Bank shall comply with Instructions originated by the Collateral Agent directing the disposition of funds in the Account without further consent of the Account Holder. The Account Holder hereby c

Section 3.03 — Reporting (a) The Depository Bank shall deliver to the Collateral Agent, at the notice address specified in Section 8.01 of this Agreement (or at such other address or by such other means of delivery as the Collateral Agent may from time to time designate in writing), copies of all monthly account statements with respect to the Account, within five (5) business days after the end of each calendar month

ARTICLE IV — CASH DOMINION; ACTIVATION NOTICE

Section 4.01 — Cash Dominion Event A "Cash Dominion Event" shall be deemed to exist at any time that either of the following conditions is satisfied: (a) Availability (as defined in the Credit Agreement) falls below the Cash Dominion Trigger of $37,500,000 (being 12.5% of the lesser of (x) the Aggregate Commitments, which, as of the Closing Date, equals $300,000,000, and (y) the Borrowing Base, which, as of the Closi

Section 4.02 — Delivery of Activation Notice Upon the occurrence and during the continuance of a Cash Dominion Event, the Collateral Agent may, in its sole and absolute discretion, deliver an Activation Notice to the Depository Bank. The Activation Notice shall be in writing, substantially in the form of Exhibit A attached hereto, and may be delivered by hand delivery, nationally recognized overnight courier (such as

Section 4.03 — Effect of Activation Notice Upon and after the Depository Bank's receipt of an Activation Notice, and until the Depository Bank's receipt of a Deactivation Notice as described in Section 4.04 hereof, the following provisions shall apply: (a) Exclusive Compliance with Collateral Agent Instructions. The Depository Bank shall comply exclusively with Instructions originated by the Collateral Agent with res

Section 4.04 — Deactivation Notice The Collateral Agent may, in its sole discretion, at any time following the delivery of an Activation Notice, deliver a written notice (a "Deactivation Notice") to the Depository Bank directing that the Activation Notice previously delivered is no longer in effect. A Deactivation Notice shall be in writing, signed by an authorized officer of the Collateral Agent, and shall be delive

ARTICLE V — SUBORDINATION OF DEPOSITORY BANK'S RIGHTS

Section 5.01 — Subordination of Setoff and Recoupment The Depository Bank hereby agrees that, for so long as this Agreement remains in effect, it will not exercise any right of setoff, banker's lien, counterclaim, recoupment, or similar right against the Account or any funds therein (or otherwise debit or place a hold on the Account) in respect of any obligation of the Account Holder to the Depository Bank, whether s

Section 5.02 — Priority The Depository Bank hereby acknowledges and agrees that any claims, liens, or interests that the Depository Bank may now or hereafter have against or in the Account or the funds therein (whether by setoff, banker's lien, security interest, or otherwise) are, and shall at all times remain, subordinate and junior in all respects to the first-priority security interest of the Collateral Agent in

ARTICLE VI — DEPOSITORY BANK'S DUTIES AND PROTECTIONS

Section 6.01 — Standard of Care The Depository Bank's duties and responsibilities under this Agreement shall be limited solely and exclusively to those expressly set forth herein, and no implied duties, obligations, or covenants shall be read into this Agreement against the Depository Bank. The Depository Bank is acting solely in its capacity as a depository bank and not as a fiduciary, trustee, or agent for any Part

Section 6.02 — No Duty to Investigate The Depository Bank shall have no duty, obligation, or responsibility to investigate, verify, or make any determination as to whether: (a) a Cash Dominion Event has occurred or is continuing; (b) Availability is above or below the Cash Dominion Trigger or any other threshold; (c) an Event of Default has occurred or is continuing under the Credit Agreement; (d) any conditions prec

Section 6.03 — Reliance The Depository Bank may rely upon, and shall be fully protected in acting or refraining from acting upon, any Activation Notice, Deactivation Notice, Termination Notice, Instruction, certificate, statement, or other notice, instrument, or document that it in good faith believes to be genuine and to have been signed, executed, or delivered by the appropriate Party or Parties. The Depository Ban

Section 6.04 — No Liability The Depository Bank shall not be liable to the Account Holder, the Collateral Agent, or any Secured Party for any loss, liability, cost, expense, or damage arising from or in connection with: (a) the Depository Bank's compliance with Instructions originated by the Collateral Agent following the Depository Bank's receipt of an Activation Notice, provided that the Depository Bank has acted i

Section 6.05 — Indemnification of Depository Bank The Account Holder agrees to indemnify, defend, and hold harmless the Depository Bank and its officers, directors, employees, agents, and affiliates (collectively, the "Depository Bank Indemnified Parties") from and against any and all claims, demands, suits, actions, losses, liabilities, judgments, damages, costs, and expenses (including reasonable attorneys' fees an

Section 7.01 — Termination by Collateral Agent This Agreement may be terminated at any time by the Collateral Agent upon the delivery of a Termination Notice, substantially in the form of Exhibit B attached hereto, to the Depository Bank and the Account Holder. A Termination Notice shall be effective upon receipt by the Depository Bank. Upon the Depository Bank's receipt of a Termination Notice: (a) the Depository Ba

Section 7.02 — Termination by Account Holder The Account Holder may not terminate this Agreement, in whole or in part, without the prior written consent of the Collateral Agent. Any purported termination of this Agreement by the Account Holder without such consent shall be void and of no force or effect.

Section 7.03 — Closure of Account by Depository Bank The Depository Bank may close the Account or terminate its banking relationship with the Account Holder in accordance with the Depository Bank's standard account agreements and applicable law, provided that the Depository Bank shall give at least thirty (30) days' prior written notice of such closure or termination to both the Account Holder and the Collateral Agen

Section 7.04 — Survival The obligations of the Account Holder under Section 6.05 (Indemnification of Depository Bank) and the obligations of all Parties under Section 8.09 (Governing Law; Jurisdiction) and Section 8.10 (Waiver of Jury Trial) shall survive the termination of this Agreement and the closure of the Account and shall remain in full force and effect regardless of such termination or closure.

Section 8.01 — Notices All notices, requests, demands, instructions, consents, Activation Notices, Deactivation Notices, Termination Notices, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered by (a) hand delivery, (b) nationally recognized overnight courier (with all charges prepaid), (c) email (with PDF attachment and confirmation of receipt), or (d) Unit

Section 8.02 — Amendments and Waivers This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by each of the Account Holder, the Depository Bank, and the Collateral Agent. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure o

Section 8.03 — 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. The Account Holder may not assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent; any purported assignment or transfer without such consent shall be

Section 8.04 — Entire Agreement This Agreement, together with the Credit Agreement, the Security Agreement, and the other Loan Documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, agreements, and understandings, whether written or oral, with respect to such subject matter. There are no representations, warranties, c

Section 8.05 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided that the Parti

Section 8.06 — Counterparts; Electronic Execution This Agreement may be executed in any number of counterparts, each of which when so executed and delivered 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 electronic mail in portable document format (PDF) or by facsimile transmission

Section 8.07 — Headings The section and article headings and the table of contents, if any, contained in this Agreement are included for purposes of convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.08 — Conflict In the event of any conflict or inconsistency between the terms and provisions of this Agreement and any other agreement between the Account Holder and the Depository Bank relating to the Account (including, without limitation, any account agreement, service agreement, treasury management agreement, or similar agreement), the terms and provisions of this Agreement shall control and prevail to

Section 8.09 — Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law, which by its terms applies to this Agreement). For purposes of perfection and priority of the Collateral Agent's security interest in the Account, the "ban

Section 8.10 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACCOUNT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT

1. You are directed to comply exclusively with Instructions originated by the Collateral Agent with respect to the Account identified in Schedule I of the Agreement (the "Account"). You shall not comply with any Instructions originated by the Account Holder directing the disposition of funds in the Account unless such Instructions are countersigned or otherwise approved in writing by the Collateral Agent.

2. You are directed to sweep all collected and available funds on deposit in the Account on a daily basis to the following Concentration Account at Crescent Harbor Bank, N.A., for application against the Secured Obligations: Bank Name: Crescent Harbor Bank, N.A. ABA/Routing Number: ____ Account Name: Cascade Retail Holdings Inc. — Concentration Account Account Number: ____ Reference: DACA Sweep — CRH Operating Accoun

3. You shall continue to be entitled to debit the Account for service charges, returned items, chargebacks, and error corrections as provided in Section 4.03(c) of the Agreement. This Activation Notice shall remain in effect until you receive a written Deactivation Notice or Termination Notice from the undersigned in accordance with the Agreement. Please confirm your receipt of this Activation Notice by contacting th

1. All obligations of the Depository Bank to comply with Instructions from the Collateral Agent under the Agreement shall terminate.

2. All rights of the Collateral Agent under the Agreement with respect to the Account, including the right to "control" of the Account within the meaning of Section 9-104 of the UCC as established by the Agreement, are hereby released.

3. The Depository Bank shall henceforth follow solely the instructions of the Account Holder with respect to the Account, in accordance with the Depository Bank's standard account agreements with the Account Holder. This Termination Notice is irrevocable and shall be effective as of the Termination Date specified above. Please confirm your receipt of this Termination Notice by contacting the undersigned at the addres