Common use of Cash Management System Clause in Contracts

Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.

Cash Management System. The Loan Parties will establish and maintain the cash management system described below: (i1) Prior to the Closing Date, the Loan Parties obtained (x) “springing” Secured Deposit Account Agreements in respect of all DDAs that are not Blocked Accounts (other than, for avoidance of doubt, any Excluded Deposit Account) and (y) “fully-blocked” Secured Deposit Account Agreements in respect of all Blocked Accounts. Any such DDAs as to which Account Debtors forward payments constituting ABL Priority Collateral shall be designated as a “Blocked Account” on Schedule 5.23(a)(i) annexed hereto (a “Blocked Account”). (2) Each Secured Deposit Account Agreement with respect to a Blocked Account shall provide that the bank at which such Blocked Account is maintained shall make daily sweeps from such Blocked Account in accordance with the directions provided by Agent. (3) On or prior to the Closing Date, all DDAs of the Loan Parties (other than Excluded Deposit Accounts) shall be maintained at HSBC. The Loan Parties shall not be permitted to open any new DDAs (other than Excluded Deposit Accounts) after the Closing Date at financial institutions other than HSBC without Agent’s prior consent. (4) The Borrower Blocked Accounts shall be Collateral, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Secured Obligations, and in which the applicable Loan Party shall have established, or have caused the Servicer to establish, pursuant granted a Lien to the Collection Account Control Agreement Agent, for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for Loan Documents. Each Loan Party shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment in the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections Blocked Accounts are solely in respect of the Receivables and all amounts on deposit in the Collection Account shall be depositedABL Priority Collateral. (iii5) The Borrower On or prior to the Closing Date, all proceeds of collections of Accounts, and all proceeds of the Company will instruct sale or other disposition of any Inventory and other ABL Priority Collateral, shall be deposited directly into a Blocked Account. In the event that, notwithstanding the provisions of this clause (5), any Loan Party receives or otherwise causehas dominion and control of any proceeds of collections of Accounts or proceeds of Inventory and other ABL Priority Collateral, such proceeds and collections shall be held in trust by such Loan Party for the Agent and shall, not later than five (5) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (orBusiness Days after receipt thereof, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter be deposited into a control agreement similar to the Collection Blocked Account Control Agreement. The Borrower shall provide, cause to or dealt with in such other fashion as such Loan Party may be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral instructed by Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.

Cash Management System. (ia) The Borrower shall have establishedWithin 45 days after the Closing Date (or such later date as the Administrative Agent may specify in its sole discretion), or have caused the Servicer to establishand at all times thereafter, pursuant to the Collection Account Control Agreement for the benefit each of the Collateral Agent, on behalf of the Secured Parties, Loan Parties shall enter into and maintain a Collection Blocked Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly satisfactory in form and substance to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole reasonable discretion, and prior with respect to establishing each of its Deposit Accounts, Securities Account or Commodities Accounts (other than any Excluded Account) (each such new Cash Management SystemDeposit Account, Securities Account or Commodities Account, a “Control Account”). Each such Blocked Account Agreement shall permit the Borrower shall cause Administrative Agent, during any Liquidity Period, upon written notice thereof from the Administrative Agent to Holdings, to instruct the applicable depository to transfer (whether by ACH, wire transfer or otherwise as the Administrative Agent may direct) by the end of each bank, financial institution Business Day all ledger or post office boxavailable, as applicable, with which it seeks to establish cash receipts held in such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, Accounts to the Collateral Agent remoteAccount. No Loan Party shall direct any Account Debtor, view-only access or any customer, to make payments on Accounts to any Deposit Account other than the Collection Account Control Accounts and the Disbursement Collateral Account. (vb) Without the prior written consent of the Administrative AgentEach Loan Party shall not establish or maintain any Securities Account, the Borrower shall notCommodities Account or Deposit Account that is not a Control Account, in a manner adverse each case, other than any Excluded Accounts. Each Loan Party shall instruct each Person that is obligated to make any payment to it, to make such payment or to continue to make payment, to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agentappropriate Control Account as required by this Section 6.19. (vic) The Borrower Each Loan Party hereby acknowledges and agrees that (i) during any Liquidity Period, it shall have no right of withdrawal from the Control Accounts and (ii) the funds on deposit in the Collection Account and the Disbursement Account Control Accounts shall at all times continue to be collateral security for all of the Secured Obligations secured therebyObligations. In the event that, notwithstanding the provisions of this Section 6.19, a 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 Administrative 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 promptly be deposited into the appropriate Control Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (d) Without limiting the foregoing, funds on deposit in any Deposit Account or Securities Account under the sole dominion and control of the Administrative Agent may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of a Liquidity Period, the Administrative Agent agrees with the Borrower to issue entitlement orders for such investments in Cash Equivalents as reasonably requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. (e) Subject to clause (a) above, any amounts received in the Collateral Account and each other Control Account (other than the L/C Cash Collateral Account) shall be applied, first to payment of all Loans then due, second to the extent otherwise required by the Agreement, to Cash Collateralize all outstanding Letters of Credit, and then as directed by the Borrower; provided that, if an Event of Default has occurred and is continuing, all amounts in Control Accounts shall be applied pursuant to Section 8.03.

Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Lockbox Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Lockbox Account as described in Section 2.9 into which, commencing on the 45th day (or such later date as the Administrative Agent may approve in writing in its sole discretion) following the Closing Date, all Collections in respect of the Receivables (other than Walk-In Payments) shall be deposited. The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which all Collections in respect of the Receivables shall be depositedtransferred from the Lockbox Account, the Servicer Accounts and the Existing Parent Payment Account. The Borrower and the Servicer will instruct the Lockbox Account Bank to transfer all funds on deposit in the Lockbox Account to the Collection Account on the same Business Day that such funds are deposited in the Lockbox Account. (ii) The Borrower shall have established, will instruct the Servicer (or have caused otherwise cause the Servicer to establish, pursuant instruct) (1) prior to the Disbursement 45th day (or such later date as the Administrative Agent may approve in writing in its sole discretion) following the Closing Date, to deposit Obligor payments other than Walk-In Payments and all other payments with respect to the Receivables received by Servicer directly to the Existing Parent Payment Account, (2) following the 45th day (or such later date as the Administrative Agent may approve in writing in its sole discretion) following the Closing Date, to deposit Obligor payments other than Walk-In Payments and all other payments with respect to the Receivables received by Servicer directly to the Lockbox Account, (3) all Walk-In Payments received by the Servicer to be deposited directly into the applicable Servicer Account Control Agreement for on the benefit of same day as such payment is received in the Collateral Agentsame form as received (and properly endorsed, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections if applicable) and (4) all other payments in respect of the Receivables and all amounts received by the Servicer to be deposited directly into the Lockbox Account on deposit in the Collection Account shall be depositedsame day as such payment is received. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders in their sole discretion, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Obligors, the Servicer, Parent, the Originators, the Servicer Account Bank, the Existing Parent Payment Account Bank, the Lockbox Account Bank or the Collection Account Bank in respect of payments on account of Receivables and Collections to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections Collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (viv) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and Cash Management System relating to the Disbursement Account Receivables shall continue to be collateral security for the Secured Obligations secured thereby.

Cash Management System. (ia) The Borrower shall have establishedAt all times after the Effective Date, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit each of the Collateral Agent, on behalf of the Secured Parties, Loan Parties shall enter into and maintain a Collection Blocked Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly satisfactory in form and substance to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole reasonable discretion, and prior with respect to establishing each of its Deposit Accounts, Securities Account or Commodities Accounts (other than any Excluded Account) (each such new Cash Management SystemDeposit Account, Securities Account or Commodities Account, a “Control Account”). Each such Blocked Account Agreement shall permit the Borrower shall cause Administrative Agent, during any Liquidity Period, upon written notice thereof from the Administrative Agent to Holdings, to instruct the applicable depository to transfer (whether by ACH, wire transfer or otherwise as the Administrative Agent may direct) by the end of each bank, financial institution Business Day all ledger or post office boxavailable, as applicable, with which it seeks to establish cash receipts held in such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, Accounts to the Collateral Agent remoteAccount. No Loan Party shall direct any Account Debtor, view-only access or any customer, to make payments on Accounts to any Deposit Account other than the Collection Account Control Accounts and the Disbursement Collateral Account. (vb) Without the prior written consent of the Administrative AgentEach Loan Party shall not establish or maintain any Securities Account, the Borrower shall notCommodities Account or Deposit Account that is not a Control Account, in a manner adverse each case, other than any Excluded Accounts. Each Loan Party shall instruct each Person that is obligated to make any payment to it, to make such payment or to continue to make payment, to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agentappropriate Control Account as required by this Section 6.19. (vic) The Borrower Each Loan Party hereby acknowledges and agrees that (i) during any Liquidity Period, it shall have no right of withdrawal from the Control Accounts and (ii) the funds on deposit in the Collection Account and the Disbursement Account Control Accounts shall at all times continue to be collateral security for all of the Secured Obligations secured therebyObligations. In the event that, notwithstanding the provisions of this Section 6.19, a 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 Administrative 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 promptly be deposited into the appropriate Control Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (d) Without limiting the foregoing, funds on deposit in any Deposit Account or Securities Account under the sole dominion and control of the Administrative Agent may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of a Liquidity Period, the Administrative Agent agrees with the Borrowers to issue entitlement orders for such investments in Cash Equivalents as reasonably requested by the Borrowers; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. (e) Subject to clause (a) above, any amounts received in the Collateral Account and each other Control Account (other than the L/C Cash Collateral Account) shall be applied, first to payment of all Loans then due, second to the extent otherwise required by the Agreement, to Cash Collateralize all outstanding Letters of Credit, and then as directed by the Borrower; provided that, if an Event of Default has occurred and is continuing, all amounts in Control Accounts shall be applied pursuant to Section 8.03.

Cash Management System. a. On or prior to the date hereof, Borrower has established those accounts listed on Schedule 16(a) (icollectively, "Controlled Accounts") The with Wachovia Bank, National Association ("Controlled Account Bank"). Borrower shall have established, or have caused deposit the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit proceeds of the Collateral Agent, on behalf of the Secured Parties, Loan into a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Controlled Account. Borrower shall have established, or have caused maintain the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, Gaming Investment in a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Controlled Account, (3) until such time as Borrower makes a Permitted Investment therewith. Borrower shall maintain the Collection Account Bank to deposit all amounts on deposit in Controlled Accounts from the Collection Account into date hereof until the Disbursement Account and (4) Termination Date. Until the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection AccountTermination Date, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The 37 PDS/PALM BEACH LOAN & SECURITY AGREEMENT Borrower shall not establish close any new Cash Management System Controlled Account or move any Controlled Account to another bank or financial institution other than the Controlled Account Bank without the prior written consent of Lender. Until the Administrative Agent Termination Date, Borrower shall not commingle any other funds with the funds from time to time on deposit in the Controlled Accounts. b. On or prior to the date hereof, Borrower, Lender, PDS Funding 2004-A, LLC and Controlled Account Bank shall have entered into a four party account control agreement with respect to the Controlled Accounts (the "Controlled Account Agreement(s)"). Controlled Account Bank shall agree in the Controlled Account Agreement(s), among other things, that (i) all funds from time to time deposited into any Controlled Account and proceeds thereof are to be held by Controlled Account Bank in accordance with an Controlled Account Agreement, (ii) Controlled Account Bank has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its sole discretionservice fees and other charges directly related to the administration of such account and for returned checks or other items of payment, in each case, as expressly set forth in the Controlled Account Agreement(s), and prior (iii) from and after the Controlled Account Bank's receipt of a notice (an "Activation Notice") from the "Controlling Secured Party" (under and as defined in the Controlled Account Agreement(s)), the Controlling Secured Party shall have exclusive dominion and control of the Controlled Accounts, to establishing the exclusion of Loan Parties, and the Controlled Account Bank shall forward immediately all amounts then on deposit in the Controlled Accounts to the bank account specified therein as the Controlling Secured Party's bank account and shall commence the process of daily sweeps from the Controlled Accounts into such bank account. The parties hereto agree that Controlling Secured Party may only deliver an Activation Notice to the Controlled Account Bank at any time that (1) an Event of Default has occurred and is continuing, (2) Controlling Secured Party reasonably believes based upon information available to it that an Event of Default has occurred, (3) Controlling Secured Party reasonably believes that an event or circumstance which is likely to have a Material Adverse Effect has occurred, or (4) Controlling Secured Party reasonably has grounds to question the integrity of the system of Controlled Accounts and Controlled Account Agreement(s) established hereby (collectively, the "Cash Management System") or Loan Parties' compliance with the provisions of this Section 16 or any other provisions of the Loan Documents to the extent related to such new Cash Management System, provided that that with respect to clauses (2) through (4) above, Controlling Secured Party shall only deliver such Activation Notice after (A) Controlling Secured Party has delivered written notice to ITGV Parties setting forth in reasonable detail the Borrower shall cause each bankControlling Secured Party's 38 PDS/PALM BEACH LOAN & SECURITY AGREEMENT basis for believing that it has grounds to deliver such Activation Notice, financial institution or post office boxand (B) within three (3) business days following delivery of such notice, as applicable, with which ITGV Parties have not delivered to Controlling Secured Party evidence satisfactory to it seeks to establish that such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Accountgrounds do not exist. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.

Cash Management System. (ia) The Borrower shall have establishedWithin 120 days following the Closing Date, or have caused Borrowers will establish and maintain until the Servicer to establishTermination Date, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as cash management system described in Section 2.9 into which Collections in respect of the Receivables shall Exhibit C with such changes as may be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent mutually agreed (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without . Without limiting the prior written consent generality of the Administrative Agent in its sole discretionforegoing, and prior to establishing any such new Cash Management Systemwithin 120 days following the Closing Date, the Borrower Borrowers shall cause each bank, financial institution or post office box, as applicable, with which it seeks deliver to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse executed amendments to the Collateral AgentMaster Exchange Agreement and Escrow Agreement referenced in Exhibit C, amendments to such other agreements entered into in connection the LKE Program (aincluding, without limitation, the Amended and Restated Administration Agreement) change the general instructions given and such other amendments, agreements, instruments and documents as shall be necessary to the Servicer in respect of payments on account of Receivables to be deposited in establish the Cash Management System, or all such amendments and other agreements, instruments and documents to be in form and substance reasonably satisfactory to the Required Lenders. (b) change any instructions given Until such time as the Parent Borrower shall have complied with the provisions of subsection 4.16(a) as it relates to any bank or financial institution which in any manner redirects the proceeds Part I of any collections Exhibit C, no amounts shall be included in the Cash Management System Domestic Borrowing Base pursuant to any account which is not subject to a control agreement in favor clause (d) of the Collateral Agentdefinition of “Domestic Borrowing Base”. (vic) The Until such time as the Parent Borrower acknowledges and agrees that shall have complied with the funds on deposit provisions of subsection 4.16(a) as it relates to Part I of Exhibit C, (i) the Parent Borrower shall cause all proceeds from the disposition of Facility Assets to be transferred to the Hertz Collateral Account (as such term is defined in Exhibit C) or to another account acceptable to the Administrative Agent, as promptly as practicable, but in any event within seven (7) Business Days, after such proceeds were deposited into the Joint Collection Account and (ii) the Disbursement Account Parent Borrower shall continue promptly provide the Administrative Agent with such reporting and other information as the Administrative Agent shall reasonably request in order to be collateral security for permit the Secured Obligations secured therebyAdministrative Agent to monitor the requirements set forth in clause (i) of this subsection 4.16(c).

Cash Management System. The Loan Parties will establish and maintain the cash management system described below: (i1) On or prior to March 20, 2023 (or such later date as the Agent may agree in its sole discretion), each Loan Party will take all reasonable actions necessary to obtain (x) “springing” Secured Deposit Account Agreements in respect of all DDAs that are not Blocked Accounts (other than, for avoidance of doubt, any Excluded Deposit Account) and (y) “fully-blocked” Secured Deposit Account Agreements in respect of all Blocked Accounts. Any such DDAs as to which Account Debtors forward payments constituting ABL Priority Collateral shall be designated as a “Blocked Account” on Schedule 5.23(a)(i) annexed hereto (a “Blocked Account”). (2) Each Secured Deposit Account Agreement with respect to a Blocked Account shall provide that the bank at which such Blocked Account is maintained shall make daily sweeps from such Blocked Account in accordance with the directions provided by Agent. (3) On or prior to April 19, 2023 (or such later date as the Agent may agree in its sole discretion), all DDAs of the Loan Parties (other than Excluded Deposit Accounts) shall be maintained at HSBC. The Loan Parties shall not be permitted to open any new DDAs (other than Excluded Deposit Accounts) after the Closing Date at financial institutions other than HSBC without Agent’s prior consent. (4) The Borrower Blocked Accounts shall be Collateral, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Secured Obligations, and in which the applicable Loan Party shall have established, or have caused the Servicer to establish, pursuant granted a Lien to the Collection Account Control Agreement Agent, for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for Loan Documents. Each Loan Party shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment in the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections Blocked Accounts are solely in respect of the Receivables and all amounts on deposit in the Collection Account shall be depositedABL Priority Collateral. (iii5) The Borrower and the Company will instruct On or prior to February 20, 2023 (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to such later date as the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent may agree in its sole discretion), all proceeds of collections of Accounts, and prior to establishing all proceeds of the sale or other disposition of any such new Cash Management SystemInventory and other ABL Priority Collateral, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter be deposited directly into a Blocked Account. In the event that, notwithstanding the provisions of this clause (5), any Loan Party receives or otherwise has dominion and control agreement similar to of any proceeds of collections of Accounts or proceeds of Inventory and other ABL Priority Collateral, such proceeds and collections shall be held in trust by such Loan Party for the Collection Account Control Agreement. The Borrower shall provideAgent and shall, cause to be provided or cause the Servicer to providenot later than five (5) Business Days after receipt thereof, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited into a Blocked Account or dealt with in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral such other fashion as such Loan Party may be instructed by Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.

Cash Management System. (i) The Borrower Within sixty (60) days after the Effective Date (or such later date as the Administrative Agent may specify in its reasonable discretion), and at all times thereafter, each of the Loan Parties (other than Immaterial Restricted Subsidiaries) shall have established, or have caused the Servicer to establish, pursuant enter into and maintain a Blocked Account Agreement (to the Collection Account extent the relevant Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (oras defined below) is not already subject to a Blocked Account Agreement), if required by Section 2.02(e) of the Servicing Agreement, directly satisfactory in form and substance to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole reasonable discretion, with respect to each of its Deposit Accounts, Securities Account or Commodities Accounts (other than any Excluded Account) (each such Deposit Account, Securities Account or Commodities Account, a “Control Account”) and prior (ii) within thirty (30) days of the establishment of any new Control Account (or such later date as the Administrative Agent may specify in its reasonable discretion), cause such Control Account (other than Excluded Accounts) to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks be subject to establish such a Cash Management System to enter into a control agreement similar to the Collection Blocked Account Control Agreement. The Borrower No Loan Party (other than Immaterial Restricted Subsidiaries) shall providedirect any Account Debtor, cause to be provided or cause the Servicer to provideany customer, to make payments on Accounts to any Deposit Account other than the Collateral Agent remote, view-only access to the Collection Account Control Accounts and the Disbursement ABL Cash Collateral Account. (vb) Without Subject to the prior written consent of the Administrative Agenttime periods set forth in Section 6.20(a), the Borrower no Loan Party (other than Immaterial Restricted Subsidiaries) shall notestablish or maintain any Securities Account, Commodities Account or Deposit Account that is not a Control Account, in a manner adverse each case, other than any Excluded Accounts or accounts necessary for such Loan Party (other than Immaterial Restricted Subsidiaries) to the Collateral Agent, (a) change the general instructions given to the Servicer in respect comply with Requirements of payments on account of Receivables to be deposited in the Cash Management System, Law or (b) change any instructions given to court order or any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agentother judgment. (vic) The Borrower Each Loan Party (other than Immaterial Restricted Subsidiaries) hereby acknowledges and agrees that (i) during any Liquidity Period, it shall have no right of withdrawal from the Control Accounts and (ii) the funds on deposit in the Collection Account and the Disbursement Account Control Accounts shall at all times continue to be collateral security for all of the Secured Obligations secured therebyObligations. In the event that, notwithstanding the provisions of this Section 6.20, a Loan Party (other than Immaterial Restricted Subsidiaries) 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 (other than Immaterial Restricted Subsidiaries) for the Administrative Agent, shall not be commingled with any of such Loan Party’s (other than Immaterial Restricted Subsidiaries) other funds or deposited in any account of such Loan Party and shall promptly be deposited into the appropriate Control Account or dealt with in such other fashion as such Loan Party (other than Immaterial Restricted Subsidiaries) may be instructed by the Administrative Agent. (d) Without limiting the foregoing, funds on deposit in any Deposit Account or Securities Account under the sole dominion and control of the Administrative Agent may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of a Liquidity Period, the Administrative Agent agrees with the Borrowers to issue entitlement orders for such investments in Cash Equivalents as reasonably requested by the Company; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. (e) Subject to clause (a) above, any amounts received in the ABL Cash Collateral Account and each other Control Account (other than the L/C Cash Collateral Account) shall be applied, first to payment of all Loans then due, second to the extent otherwise required by the Agreement, to Cash Collateralize all outstanding Letters of Credit, and then as directed by the Company; provided, that, if an Event of Default has occurred and is continuing, all amounts in Control Accounts shall be applied pursuant to Section 8.03. (f) Notwithstanding the foregoing, the Borrowers shall be permitted to maintain the Designated Term Loan Account (as defined in the Intercreditor Agreement). The Term Loan Agent shall be the “controlling party” on the Blocked Account Agreement with respect to the Designated Term Loan Account so long as any Term Loan Debt remains outstanding (it being understood and agreed that the Administrative Agent shall also have a Lien on the Designated Term Loan Account and shall become the “controlling party” with respect thereto to the extent no Term Loan Debt remains outstanding).

Cash Management System. (ia) The Maintain bank or trust accounts only ---------------------- with the banks or other financial institutions listed on Schedule 7.11 and such other banks or other financial institutions of which the Administrative 139 Agent and the Collateral Agent may be notified in writing by the Borrower shall have establishedfrom time to time (each, a "Depositary Bank"). --------------- (b) Cause all amounts representing Proceeds (as defined in the Borrower Security Agreement) of Collateral (other than Net Proceeds Allocable to Payee and Reserved Amounts (as such terms are defined in the RealCo First Mortgage Notes) and Specified Loss Proceeds (as such term is defined in the RealCo Cash Collateral Agreement)) which are received by the Borrower or have caused any Additional Subsidiary from time to time to be promptly deposited into a bank or trust account maintained with a Depositary Bank (each, a "Depositary Account"). ------------------ (c) Instruct each Depositary Bank (other than Citibank, N.A. with respect to an amount not in excess of $150,000 to cover reimbursement of certain amounts paid by insurance companies) to transfer, on a daily basis, all available funds on deposit in each Depositary Account maintained by it to the Servicer to establishConcentration Account established with, and in the name of, the Collateral Agent pursuant to the Collection Borrower Security Agreement; provided that amounts not in excess of $500,000 -------- (the "Operating Fund Limit") in the aggregate with respect to all Depositary -------------------- Accounts may be retained by the Depositary Banks on deposit in Depositary Accounts and withdrawn from time to time therefrom by the Borrower or any Additional Subsidiary to pay reasonable costs and expenses incurred by the Borrower or any Additional Subsidiary; provided that, upon the occurrence and -------- during the continuance of an Event of Default, the Borrower shall instruct the Depositary Banks to transfer all available funds in the Depositary Accounts to the Concentration Account Control Agreement for on a daily basis and shall not revoke such instructions unless and until such Event of Default has been cured or waived. (d) The Concentration Account shall be under the benefit sole dominion and control of the Collateral Agent. At any time when an Event of Default has occurred and is continuing, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish may apply all or any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The Borrower acknowledges and agrees that the 140 funds on deposit in the Collection Concentration Account to the payment of the Obligations (as defined in the Borrower Security Agreement), in the order of priority set forth in Section 8 of the Borrower Security Agreement. So long as no Event of Default has occurred and is continuing, the Disbursement Collateral Agent shall promptly remit any funds on deposit in the Concentration Account to the General Fund Account (as defined in the Borrower Security Agreement). The Borrower shall continue have the right, at any time and from time to time, to withdraw such amounts from the General Fund Account, and to maintain such balances in the General Fund Account, as it shall deem to be collateral security for the Secured Obligations secured therebynecessary or desirable .

Cash Management System. (a) The Parent, the Borrower and each ---------------------- of its Credit Parties shall: (i) The at all times maintain the Concentration Account with a Concentration Account Bank; (ii) at all times maintain Agency Account Agreements with each Agency Account Institution where the Parent, the Borrower shall have establishedor any Credit Party maintains depository accounts, or have caused other than the Servicer to establish, Operating Accounts; (iii) at all times from and after the Restatement Effective Date direct each Agency Account Institution pursuant to the Collection Agency Account Control Agreement Agreements, to cause all funds held by such Agency Account Institution in the Agency Accounts to be transferred daily (or such other period as the Agent requests) to, and only to, the Concentration Account Bank (acting for the benefit of the Collateral Agent) for deposit in the Concentration Account; and (iv) direct its account debtors and obligors on instruments or other obligors of any Credit Party to make all payments due or to become due to such Credit Party directly to the Concentration Account or to one of such Credit Party's Agency Accounts. If, on behalf notwithstanding the requirements of the Secured Partiesforegoing sentence, a Collection Account as described in Section 2.9 into which Collections in respect any Credit Party receives any cash proceeds of any of the Receivables shall be deposited. (ii) The Borrower shall have establishedCollateral or any other payment from any account debtor or any other obligor, whether in the form of money, checks or have caused the Servicer to establishotherwise, pursuant to the Disbursement Account Control Agreement such Credit Party will hold such cash proceeds in trust for the benefit of the Collateral Agent, on behalf of Agent and the Secured Parties, a Disbursement Creditors and deposit such cash proceeds promptly into an Agency Account as described in Section 2.9 into which certain Collections in respect of such Credit Party or the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Concentration Account. (vb) Without The Credit Parties may also maintain one or more Operating Accounts into which, prior to the prior written consent occurrence of an Event of Default, cash shall be transferred (x) before December 7, 1999 from the Concentration Account, and (y) from and after December 7, 1999 from the Borrower's Designated Disbursement Account, at the request of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security used for the Secured Obligations secured therebypurposes permitted by Section 8.

Cash Management System. (ia) The Borrower On or before January 4, 2008, the Loan Parties shall have establishedestablish one or more bank accounts (“Lock Box Accounts”) under the exclusive control of the Administrative Agent, or have caused into which there shall be deposited from time to time the Servicer to establishcash proceeds of all account debts received by the Loan Parties. All right, pursuant title and interest in and to the Collection Account Control Agreement for cash amounts on deposit from time to time in the benefit Lock Box Accounts shall vest in the Administrative Agent, shall constitute part of the Collateral Agent, on behalf under the Loan Documents and shall not constitute repayment of the Secured Parties, a Collection Account Loans until applied thereto as described in Section 2.9 into which Collections hereinafter provided. (b) Each Loan Party shall promptly instruct all account debtors and other Persons obligated to the Loan Parties in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor account debts to make all payments with in respect thereof, and shall use its commercially reasonable efforts to Receivables directly cause such account debtors and other Persons to remit all such payments directly, to the Collection Account Lock Box Accounts (if paid by wire transfer) or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall notto one or more post office boxes (“Lock Boxes”) that are subject to a lock box agreement, in a manner adverse form and substance satisfactory to the Collateral Administrative Agent, (a) change for deposit into the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management SystemLock Box Accounts. In addition, or (b) change any instructions given to any bank or financial institution which in any manner redirects each Loan Party agrees that if the proceeds of any collections Collateral (including the payments made in respect of account debts) shall be received by it, such Loan Party shall, as promptly as possible, deposit such proceeds into the Lock Box Accounts. Until so deposited, all such proceeds shall be held in trust by the Loan Parties for the Administrative Agent and shall not be commingled with any other funds or property of the Loan Parties. All receipts held in the Cash Management System to any account which is not subject Lock Boxes shall be remitted daily to a control agreement in favor Lock Box Account. Commencing on January 7, 2008, all collected funds deposited into the Master Account on any Business Day shall be applied by the Administrative Agent on the following Business Day to reduce the then outstanding balance of the Collateral Revolving Loans and to pay any other outstanding Obligations which are then due and payable under the Loan Documents; provided that for the purpose of determining the availability of Revolving Loans hereunder, such funds deposited into the Master Account shall be deemed to have reduced the outstanding Revolving Loans on the Business Day during which such funds were deposited into such account. In furtherance of the objectives of this Section 7.17, the Loan Parties hereby agree and consent that the Administrative Agent, or its representatives, may communicate directly with account debtors on the account debts. (vis) The Borrower acknowledges Section 8.11(a) of the Credit Agreement is hereby amended and agrees that the funds on deposit restated in the Collection Account and the Disbursement Account shall continue its entirety to be collateral security for the Secured Obligations secured thereby.read as follows:

Cash Management System. The Loan Parties will establish and maintain the cash management system described below: (iA) On or prior to the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), each Loan Party will take all reasonable actions necessary to obtain Secured Deposit Account Agreements in respect of all DDAs (other than, for avoidance of doubt, any Excluded Deposit Account). All DDAs to which Account Debtors forward payments shall be designated as a “Controlled Account” on Schedule 5.19(a)(ii) annexed hereto (a “Controlled Account”). If such Secured Deposit Account Agreements are not obtained within ninety (90) days after the Closing Date (or such later date as agreed to in accordance with the immediately preceding sentence), then each Loan Party shall, within fifteen (15) days after the last day of such period, (x) move such Secured Deposit Accounts to the Administrative Agent or to another bank that will provide a Secured Deposit Account Agreement, and (y) negotiate, execute and deliver such Secured Deposit Account Agreement with respect to such Secured Deposit Accounts. Notwithstanding anything to the contrary contained herein, no Secured Deposit Account Agreements in respect of DDAs maintained at HSBC shall be required unless requested by Administrative Agent. (B) Each Secured Deposit Account Agreement shall provide that, upon receipt of notice by the Administrative Agent (given at the direction of Required Lenders, which shall only be sent during the continuation of a Cash Dominion Period), the bank at which such Secured Deposit Account is maintained shall make daily sweeps from such Secured Deposit Account in accordance with the directions provided by Administrative Agent. Other than during a Cash Dominion Period, the balance from time to time standing to the credit of any Secured Deposit Account shall be distributed as directed by the Borrower Representative or other applicable Loan Party. (C) On or prior to the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), all DDAs of the Loan Parties (other than Excluded Deposit Accounts) shall be maintained at HSBC. The Loan Parties shall not be permitted to open any new DDAs after the Closing Date at financial institutions other than HSBC without Administrative Agent’s prior consent; provided, that such the Administrative Agent’s consent shall not be required if any DDAs to be opened at HSBC are, in the good faith determination of the Borrower, not subject to commercially reasonable terms and satisfactory service. (D) The Borrower Controlled Accounts shall be Collateral, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which the applicable Loan Party shall have established, or have caused the Servicer to establish, pursuant granted a Lien to the Collection Account Control Agreement Administrative Agent, for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for Loan Documents. Each Loan Party shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment in the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections Controlled Accounts are solely in respect of the Receivables and all amounts on deposit in the Collection Account shall be depositedCollateral. (iiiE) The Borrower and On or prior to the Company will instruct date that is ninety (90) days after the Closing Date (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) such later date as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent may agree in its sole discretion), all proceeds of collections of Accounts, and prior to establishing all proceeds of the sale or other disposition of any such new Cash Management SystemInventory and other Collateral, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter be deposited directly into a Controlled Account (or into a DDA that is swept daily to a Controlled Account). In the event that, notwithstanding the provisions of this clause (E), any Loan Party receives or otherwise has dominion and control agreement similar to of any proceeds of collections of Accounts or proceeds of Inventory and other Collateral, such proceeds and collections shall be held in trust by such Loan Party for the Collection Administrative Agent and shall, not later than five (5) Business Days after receipt thereof, be deposited into a Controlled Account Control Agreement. The Borrower shall provide, cause to or dealt with in such other fashion as such Loan Party may be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of instructed by the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.