Close-Outs. All first quality Licensed Products which constitute discontinued styles no longer in production by Licensee hereunder, or are sold at a price which is at least ​ off the initial regular wholesale price and to be sold and shipped following the regular shipping season for such seasonal collection (“Close-Outs”), shall be sold upon such terms and conditions as the Licensee, in its reasonable discretion, determines appropriate and shall not be sold to any person which the Licensee knows, or has reason to know, will sell to anyone which is not an Approved Account. The percentage of Close-Outs of any of the Licensed Products which may be disposed of in any Annual Period shall not, in any event, exceed ​ of the total number of units of Licensed Products distributed or sold by the Licensee for such Annual Period. The Licensee acknowledges and agrees that so called “make-ups”, or “cut-ups” or “special product” are not permitted to be produced as to Licensed Products for sale to any OP Account hereunder. Discontinued styles which are no longer in production, with styles that are at least ​ old (from date of first shipment) are subject to CKI’s review and approval before resumption of production including as to which accounts such reinstated styles are to be sold (e.g. for sales to OP Accounts only), and are considered Close-Outs under this Agreement.

Close-Outs. As used herein “Close-Outs” means first quality Licensed Products that under applicable industry standards cannot be, or are not sold to Full Price Accounts, although they were originally intended for sale to such accounts (such as overruns and excess merchandise).

Post-Close Requirements. Dealers, including New Dealers, shall, within the time set forth below, or such later date as Agent may agree to in writing in its sole and absolute discretion take the following actions:

Disposal of Seconds and Close-Outs. Seconds and Close-Outs sold by the Licensee may be sold only to Approved Accounts and Approved Seconds and Close-Outs Accounts, including those customers identified on [Schedule 6.14]. Whenever the Licensee shall wish to sell Seconds and Close-Outs to customers not previously approved by CKI, the Licensee shall submit to CKI a written list of the proposed customers for Seconds and Close-Outs for CKI’s prior written approval. The proposed customers approved from such list, together with the customers listed on [Schedule 6.14], are referred to as the “Approved Seconds and Close-Outs Accounts.” Sales to Off-price e-commerce e-tailers and e-commerce arms of any Off-Price Channel Account are not permitted without CKI’s prior written approval in writing. Notwithstanding CKI’s approval of any customer, CKI may at any time subject sales to any such customer, including, without limitation, any such customer listed on [Schedule 6.14], to any conditions or limitations CKI considers appropriate in its reasonable discretion; provided, however, that in order to be effective, any such conditions or limitations must be set forth in a writing provided to the Licensee. Nothing herein shall be deemed to prohibit CKI from withdrawing its approval of any Approved Seconds and Close-Outs Account, including, without limitation, any such Approved Seconds and Close-Outs Account listed on [Schedule 6.14], or of any other account under this Agreement upon reasonable advance written notice to the Licensee (at which time, such customer shall cease to be an Approved Seconds and Close-Outs Account for purposes of this Agreement); provided, however, that the Licensee may fulfill any firm orders entered into prior to the Licensee’s receipt of CKI’s withdrawal of approval.

Upon receipt of payments received in connection with the Hedge Close‑Outs, the Borrower shall immediately prepay the Loans in an amount equal to such payments.

Close of Escrow. Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documents described above to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser.

“Hedge Close‑Outs” means one or a series of transactions whereby Borrower has agreed to close‑out and terminate, by not later than July 1, 2016, existing Hedge Contracts covering production for the months of July through September 2016.

MAC FRUGAL’S BARGAINS • CLOSE‑OUTS, INC.

MAC FRUGAL’S BARGAINS • CLOSE‑OUTS, INC., as a Guarantor

Meter Change Outs. Change outs of [[Laclede:Organization]] Meters will occur during the Term in accordance with Laclede's standard procedures for meter change outs; provided that Laclede shall de-initialize the MIU on each meter that is removed and initialize the new MIU that is part of the meter that is being installed. Upon completion of the change out, Laclede shall provide to Cellnet the information required by the Standard Interface Specifications. Upon receipt of the meter change out files via the Cellnet Standard Interface, Cellnet shall update the NOC to allow for proper acceptance of transmissions from the new MIU.