Common use of Cash Management Clause in Contracts

Cash Management. (a) Unless otherwise permitted in writing by the Administrative Agent in its sole discretion, the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account. (b) The Loan Parties shall (i) give the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted in writing by the Administrative Agent in its sole discretionThe Borrower shall, the and shall cause each Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect Party to, or other proceeds of Floor Plan Vehicles or Units execute and other Collateral deliver to the Administrative Agent’s , and thereafter maintain in effect, Control Account Agreements with respect to be applied all deposit accounts and securities accounts (other than any (i) such accounts that are used solely to fund payroll and payroll taxes and other employee wage and benefit payments in the ordinary course of business on a current basis, (ii) escrow accounts (to the Obligations. Upon receipt extent maintained exclusively by any Loan Party for the purpose of collections establishing or maintaining escrow amounts for third parties), (iii) trust accounts (to the extent maintained exclusively by any Loan Party for the purpose of establishing or maintaining trust amounts for third parties), (iv) such accounts not located in the United States or any of its states or territories, (v) zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts, (vi) Lender Accounts, (vii) such accounts (other than such accounts referred to in the foregoing clauses (i) through (vi)) that have an average daily account balance of less than $500,000 individually and less than $1,000,000 in the aggregate for all such accounts, (viii) any deposit or securities account established by a Subsidiary of the Borrower, and into which amounts are deposited, in the ordinary course of business the balance of which is swept at the end of each Business Day into a Controlled Account or a Lender Account and (ix) Governmental Deposit Accounts) (each, a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and any proceeds other similar items of Collateralpayment in such account securing payment of the Obligations, such and in which the Borrower and each other Loan Party shall immediately deposit all have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, pursuant to such payments into a Controlled Deposit AccountControl Account Agreements. (b) The Borrower shall, and shall cause each Loan Parties shall (i) give Party to, execute and deliver to the Administrative Agent 30 days written notice of Agent, and thereafter maintain in effect, a “sweep” agreement (each, a “Sweep Agreement”) with respect to each Governmental Deposit Account pursuant to which the closing of any account listed applicable depository bank will agree to sweep amounts deposited therein on Schedule 5.21; (ii) notify a daily basis to a Controlled Account or a Lender Account as and when funds clear and become available in accordance with such depository bank’s customary procedures, each with such financial institution and each in form and substance reasonably acceptable to the Administrative Agent of Agent; no Loan Party will change any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon sweep instruction set forth in such Sweep Agreement without the request prior written consent of the Administrative Agent, concurrently with . The Administrative Agent agrees and confirms that the opening Loan Parties will have sole dominion and “control” (within the meaning of any new account, deliver to Section 9-104 of the UCC and the common law) over each Governmental Deposit Account and all funds therein and the Administrative Agent disclaims any right of any nature whatsoever to control or otherwise direct or make any claim against the funds held in any Governmental Deposit Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountfrom time to time. (c) After The Borrower shall, and shall cause each Loan Party to, deposit promptly, and in any event no later than 10 Business Days after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all accounts and other Collateral into Controlled Accounts, Lender Accounts or Governmental Deposit Accounts, in each case except for cash and Permitted Investments the aggregate value of which does not exceed $250,000 at any time. (d) At any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Required Lenders’ security interest to any , the Borrower will, and will cause each other Loan Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. Holdings and Issuer shall, and shall cause each of its respective Subsidiaries that are Note Parties to: (a) Unless otherwise permitted Maintain all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all deposit accounts, disbursement accounts, investment accounts and lockbox accounts (other than (i) zero-balance accounts, (ii) accounts so long as the aggregate balance in all such accounts does not exceed $250,000 at any time, and (iii) payroll, withholding, trust, escrow, impound and other fiduciary accounts, all of which the Note Parties may maintain without restriction) (each such deposit account, disbursement account, investment account and lockbox account, a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which the Issuer and each of the other Note Parties shall, subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, perfected by Control Account Agreements; provided that (i) the Note Parties shall have 60 days after the Closing Date (or such later date as may be agreed in writing by the Administrative Agent in its sole discretion, Agent) to obtain a Control Account Agreement over each Controlled Account existing as of the Closing Date (whether by entering into new Control Account Agreements or amending Control Account Agreements that are Term Loan Documents) and (ii) the Note Parties shall maintain all of their Deposit Accounts with Bank of America have 60 days (or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested such later date as may be agreed in writing by the Administrative Agent to ensure that all Deposit Accounts are Agent) after the acquisition or opening of a new Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, obtain a Control Account Agreement over such Loan Party shall immediately deposit all such payments into a acquired or new Controlled Deposit Account. (b) The Loan Parties shall (i) give deposit promptly, and in any event no later than 10 Business Days after the Administrative Agent 30 days written notice date of the closing receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any account listed on Schedule 5.21; (ii) notify and all accounts and other Collateral into Controlled Accounts, in each case except for cash and Permitted Investments the Administrative Agent aggregate value of any new accounts (including any new deposit, checking, securities or other account) which does not exceed $250,000 at any bank, broker/dealer or other financial institution to be opened by any Loan Partytime; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account.and (c) After subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Lenders’ security interest to any Required Noteholders, Holdings and the Issuer will, and will cause each other Note Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (ai) Unless otherwise permitted (A) The U.S. Parent Borrower opened an account maintained by the U.S. Administrative Agent at BANA in writing the United States, under its sole dominion and control (the "U.S. Dominion Account") and (B) the Company opened an account maintained by the Administrative Agent at BANA in Canada, under its sole discretiondominion and control (the "Canadian Dominion Account" and, together with the U.S. Dominion Account, the Loan "Dominion Accounts"). (ii) The U.S. Credit Parties shall maintain all of moved their Deposit Accounts into which the proceeds or products of Collateral are deposited with Bank of America or another BANA (the "U.S. Collection Bank") in the United States (and closed any Deposit Accounts (other than Excluded Accounts) owned by them at any other financial institution that has executed and delivered into which the proceeds or products of Collateral may have been deposited unless reasonably agreed by the Administrative Agent), and entered into a Deposit Account Control Agreement reasonably satisfactory to the Administrative Agent Agent, with respect to each such Deposit Account (collectively, the "U.S. Collection Accounts"). All U.S. Collection Accounts shall be maintained with BANA. No U.S. Credit Party shall after the Second Restatement Effective Date, open or establish any Deposit Account into which the proceeds or products of Collateral may be deposited with any financial institution, other than BANA. Each U.S. Credit Party shall instruct all Account Debtors of the U.S. Credit Parties to remit all payments to the "P.O. Boxes" or "Lockbox Addresses" of the U.S. Collection Bank (or to remit such payments to the U.S. Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the U.S. Collection Bank and deposited in a U.S. Collection Account. Each U.S. Credit Party hereby agrees that all cash that constitutes proceeds or products of Collateral initially received by such U.S. Credit Party in any Deposit Account that is not a U.S. Collection Account will be promptly transferred into a U.S. Collection Account. There shall be at all times at least one Collection Account in the U.S. Each Deposit Account Control Documentation Agreement relating to a U.S. Collection Account shall (unless otherwise reasonably agreed by the Administrative Agent) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such U.S. Collection Account from and after the date requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral Agent, to be deposited into sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to the U.S. Dominion Account. Subject to the terms of the respective Security Document and to Section 10.11, all amounts received in the U.S. Dominion Account during the existence of a Controlled Deposit Account consistent with past practice. The Borrowers Cash Dominion Period shall take all such actions as be applied (and allocated) by the Administrative Agent deems necessary or advisable to send all remittances on a daily basis in accordance with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral Section 2.09(b)(vi). (iii) The Canadian Credit Parties entered into a Deposit Account Control Agreement reasonably satisfactory to the Administrative Agent’s , with respect to each Deposit Account (other than Excluded Accounts) owned by them in the Canada and into which the proceeds or products of Collateral may have been deposited and existing as of such date (collectively, the "Canadian Collection Accounts". Each Canadian Credit Party shall instruct all Account Debtors of the Canadian Credit Parties to remit all payments to the "P.O. Boxes" or "Lockbox Addresses" of the depositary banks maintaining Canadian Collection Accounts (or to remit such payments to the applicable depositary bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by such depositary banks and deposited in a Canadian Collection Account. Each Canadian Credit Party hereby agrees that all cash that constitutes proceeds or products of Collateral initially received by such Canadian Credit Party in any Deposit Account that is not a Canadian Collection Account will be promptly (and, in any event within two Business Days) transferred into a Canadian Collection Account. There shall be at all times at least one Collection Account in Canada. Each Deposit Account Control Agreement relating to a Canadian Collection Account shall (unless otherwise reasonably agreed by the Administrative Agent ) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Canadian Collection Account from and after the date requested by the Administrative Agent, to be applied sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to the ObligationsCanadian Dominion Account. Upon receipt Subject to the terms of the respective Security Document and to Section 10.11, all amounts received in the Canadian Dominion Account during the existence of a Cash Dominion Period shall be applied (and allocated) by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into the Administrative Agent on a Controlled Deposit Accountdaily basis in accordance with Section 2.09(b)(vi). (biv) The Loan Parties shall (i) give During the Administrative Agent 30 days written notice continuance of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposita Cash Dominion Period, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request of the Administrative Agent, concurrently each of the relevant Credit Parties shall provide the Administrative Agent with an accounting of the opening contents of any the Collection Accounts not maintained at BANA, which shall identify, to the reasonable satisfaction of the Administrative Agent, the proceeds from the Collateral which were deposited into a Collection Account and swept into a Dominion Account. (v) The Credit Parties may close Deposit Accounts and/or open or acquire new accountDeposit Accounts, subject to the limitations set forth above, and the use of commercially reasonable efforts to execute and deliver to the Administrative Agent appropriate Deposit Account Control Documentation signed by Agreements (except with respect to Excluded Accounts) consistent with the applicable Loan Party and Third Party Bankprovisions of this Section 8.12, together with an updated Schedule 5.21 reflecting all accounts within ninety (90) days of the Loan Parties, including the new account. opening or acquisition thereof (c) After the occurrence and during the continuance of an Event of Default, as may be extended by the Administrative Agent acting reasonably), it being understood that no such new Deposit Account shall qualify as a U.S. Collection Account until such Deposit Account Control Agreement is obtained. So long as no Cash Dominion Period is continuing, the Credit Parties may send a notice direct the manner of assignment and/or notice disposition of funds in the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly Collection Accounts (including transfers to the Administrative Agent, for the benefit of Excluded Accounts) and any amounts remaining on deposit in any Dominion Account shall promptly be transferred by the Administrative Agent or relevant depositary bank to a Collection Account specified by the Company and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to may not be made to used by the Administrative Agent to prepay the Loans or other Obligations thereafter unless and until a new Cash Dominion Period shall occur. (vi) The Dominion Accounts shall at all times be under the sole dominion and control of the Collateral Agent. Each Credit Party hereby acknowledges and agrees that (i) such Credit Party has no right of withdrawal from the Dominion Accounts, except as specified in clause (v) above, (ii) the funds on deposit in the Dominion Accounts shall at all times continue to be Collateral for all of the Obligations, and (iii) the funds on deposit in the Dominion Accounts shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 8.12, during the continuation of a Cash Dominion Period, any Credit Party receives or otherwise has dominion and control of any proceeds or collections of Collateral (other than amounts constituting proceeds of Indebtedness (including the Loans)), such proceeds and collections shall be held in trust by such Credit Party for the Secured Creditors, shall not be commingled with any of such Credit Party's other funds or deposited in any account of such Credit Party and shall promptly be deposited into the Dominion Accounts or dealt with in such other fashion as such Credit Party may be instructed by the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. Holdings and the Borrower shall, and shall cause each of its respective Subsidiaries that are Loan Parties to: (a) Unless otherwise permitted maintain all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all deposit accounts, disbursement accounts, investment accounts and lockbox accounts (other than (i) zero-balance accounts, (ii) accounts so long as the aggregate balance in all such accounts does not exceed $250,000 at any time, and (iii) payroll, withholding, trust, escrow, impound and other fiduciary accounts, all of which the Loan Parties may maintain without restriction) (each such non-excluded deposit account, disbursement account, investment account and lockbox account, a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which the Borrower and each of the other Loan Parties shall, subject to the Intercreditor Agreement, have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, perfected either automatically under the UCC (with respect to Controlled Accounts at SunTrust Bank) or subject to Control Account Agreements; provided that the Loan Parties shall have 60 days (or such later date as may be agreed in writing by the Administrative Agent in its sole discretion, Agent) after the Loan Parties shall maintain all acquisition of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered a new Controlled Account (pursuant to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, any Permitted Acquisition or other proceeds Investment permitted by Section 7.4) to obtain a Control Account Agreement over such acquired Controlled Accounts; provided, further, that notwithstanding the foregoing and for the avoidance of Floor Plan Vehicles or Units doubt, (A) the Escrow Accounts and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party Escrow Funds on deposit therein shall not constitute assets of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account. (b) The Loan Parties shall (i) give the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; , but, alternatively, in the event that the Escrow Accounts or Escrow Funds are deemed to be assets of any Loan Party, the Escrow Accounts and Escrow Funds shall be Excluded Property (and therefore not be “Collateral” or “Controlled Accounts” as defined hereunder or under the Collateral Documents) and (iiiB) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee Escrow Funds shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of subject to the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth Intercreditor Agreement in any other Loan Document or as provided by Lawrespect.

Cash Management. Borrower shall (a) Unless otherwise permitted establish and maintain cash management services (including, without limitation, the Lockbox Account) of a type and on satisfactory terms, with Bank, and shall request in writing by the Administrative Agent in its sole discretion, the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent otherwise take such reasonable steps to ensure that all Deposit Accounts are Controlled Accounts (all Account Debtors of Borrower and each of its Domestic Subsidiaries forward payment of the amounts owed by them directly to such Deposit Accounts collectively called the “Controlled Deposit Accounts”) Lockbox Account, and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account. (b) The Loan Parties shall deposit or cause to be deposited, (i) give promptly, and in any event no later than the Administrative Agent 30 days written notice first Business Day after the date of the closing of receipt thereof, all Collections received by Borrower or any account listed on Schedule 5.21; Domestic Subsidiary, and (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution all proceeds to be opened paid by, or otherwise transferred by, any Foreign Subsidiary to Borrower, into an account designated by any Loan Party; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Partiessubject to a satisfactory agreement by and among Borrower, including the new account. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and LendersBank, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause Borrower’s Subsidiaries, providing that, if such account is held by an institution other than Bank, (A) all payments to be made to the Administrative Agent to be items of payment deposited in the Administrative Agent’s Lockbox Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise proceeds thereof are held as agent or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorneybailee-in-fact with power exercisable during possession for Bank, (B) the continuance Bank shall only have rights of setoff or recoupment for payment of its service fees and other charges directly related to the administration of such Lockbox Account, and for returned checks or other items of payment, and (C) upon notice from Bank following an Event of Default to endorse any Borrower’s name upon any noteshereunder, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do it immediately will forward by daily sweep all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth amounts in the Loan Documentsapplicable Lockbox Account to a designated account. The Lockbox Accounts (if more than one) shall be cash collateral accounts, securing the rights Obligations, in which Bank is granted a Lien and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Lawsecurity interest hereunder.

Cash Management. In each case subject to the timing contemplated in Sections 3.1 and 3.2 with respect to the Cash Management Agreements referenced in such Sections: (a) Unless otherwise permitted Borrower shall and shall cause each of its Subsidiaries to establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a "Cash Management Bank"), and, in writing by connection therewith, establish and maintain at such Cash Management Banks pursuant to the Administrative Agent terms hereof (i) one or more accounts designated (either in its sole discretionSchedule 2.7(a) or pursuant to Section 2.7(e)) as concentration accounts (the "Concentration Accounts") and (ii) additional accounts designated (either in Schedule 2.7(a) or pursuant to Section 2.7(e)) as collection accounts (the "Collection Accounts", and together with the Concentration Accounts, the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit "Cash Management Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account"). (b) The Loan Parties Borrower shall, and shall cause each of its Subsidiaries to, (i1) give the Administrative Agent 30 days written notice request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the closing amounts owed by them directly to a Cash Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of any account listed on Schedule 5.21; receipt thereof (iiand subject to Section 2.7(d) notify the Administrative Agent of any new accounts with respect to payments from Credit Card Processors), all such Collections from Account Debtors (including those sent directly to a Cash Management Bank) into a Concentration Account, or, with respect to checks, into the Collection Account designated (in Schedule 2.7(a) or pursuant to Section 2.7(e)) as the Check Clearance Collection Account (the "Check Clearance Collection Account"), or, with respect to receivables denominated in a foreign currency, into the Collection Account designated (either in Schedule 2.7(a) or pursuant to Section 2.7(e)) as the Multicurrency Collection Account (the "Multicurrency Collection Account"), and (3) deposit or cause to be deposited promptly, and in any new depositevent no later than the first Business Day after the date of receipt thereof, checkingall other Collections (including cash, securities checks, drafts and all other forms of daily store receipts or other accountsimilar items of payment) received by or otherwise under its control into a Cash Management Account. Borrower further agrees that with respect to each Collection Account, it shall, and shall cause each of its Subsidiaries to, at all times require each applicable Cash Management Bank to forward, by automatic periodic transfers not less frequently than once in any period of three (3) Business Days, all amounts in each such Collection Account into a Concentration Account; provided, however, that (w) with respect to the Check Clearance Collection Account, so long as all funds in such Check Clearance Collection Account represent checks received by Borrower or its Subsidiaries, such automatic transfers of funds therein shall be required only at any banktime the balance thereof should exceed $400,000, broker/dealer or but in no event less frequently than once in any ten (10) day period, (x) immediately after giving effect to each such transfer from such Check Clearance Collection Account into a Concentration Account, Borrower may maintain an amount not to exceed $200,000 in such Check Clearance Collection Account, (y) immediately after giving effect to each such transfer from any Collection Account (other financial institution than the Check Clearance Collection Account) into a Concentration Account, Borrower may maintain an amount not to exceed $1,000 in any such Collection Account, and (z) so long as no Triggering Event shall have occurred and be continuing, Agent shall permit all funds in any Concentration Account to be opened forwarded, by any Loan Party; and (iii) upon the request of the Administrative Agentdaily sweeps, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountDesignated Account. (c) After With respect to each Cash Management Account, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance acceptable to Agent in its Permitted Discretion; provided; however, that, with respect to Store Accounts only, Borrower's obligations hereunder with respect to establishing any such Cash Management Agreement shall be limited to use of reasonable best efforts to deliver the occurrence form of Cash Management Agreement to each such Cash Management Bank. Each Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are subject to the control of Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) from and after the date that it receives written notification from Agent (a "Control Exercise Notice"), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent's Account or as otherwise directed by Agent. Anything contained herein into the contrary notwithstanding, Agent agrees that it shall not provide a Control Exercise Notice to the Cash Management Banks except during a Triggering Period. At any time during a Triggering Period, Agent shall be free to exercise its right to issue a Control Exercise Notice. Agent shall deliver to Borrower a copy of any such Control Exercise Notice promptly after delivery thereof to the continuance applicable Cash Management Bank; provided, however that a non-willful failure to so do shall not affect the validity of an Event of Default, the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding such Control Exercise Notice or otherwise concerned with limit Agent's right to send any of other Control Exercise Notice. Upon the Collateral; provided that such notice shall direct that any proceeds subsequent termination of such Collateral Triggering Period, Agent shall withdraw such Control Exercise Notice and permit funds to be paid directly transferred as set forth in Section 2.7(b) above, including as to Borrower access to funds in any Concentration Account (and daily sweeps thereof into the Designated Account), but subject in all events to the Administrative Agent, for the benefit right of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant deliver a Control Exercise Notice during any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoeversubsequent Triggering Period. (d) Borrower shall establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders received by it (or other evidences of payment relating to the Accounts, to sign any Borrower’s name amounts payable by such Credit Card Processor) into a designated Concentration Account on any invoice a daily basis or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address other periodic basis as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreementotherwise direct. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee Borrower shall not be liable for change any acts direction or designation set forth in the Credit Card Agreements regarding payment of omission or commission (other than acts charges without the prior written consent of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedAgent. (e) Notwithstanding So long as no Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank (which consent shall not be required with respect to any other terms set forth in additional Cash Management Account at an existing Cash Management Bank and otherwise shall not be unreasonably withheld), and (ii) subject to Section 2.7(c), prior to the Loan Documents, the rights and remedies time of the Administrative opening of any Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Lenders herein providedforegoing sentence) promptly and in any event within 45 days of notice from Agent (or such longer period as Borrower and Agent may agree) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as Borrower and Agent may agree) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (f) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Lawwhich Borrower hereby grants a Lien to Agent.

Cash Management. Such Obligor shall: (a) Unless otherwise permitted maintain at all times after the Account Control Agreement Completion Date an aggregate amount of cash of the Obligors at least equal to the Minimum Liquidity Amount in writing deposit accounts, disbursement accounts, investment accounts (and other similar accounts) and/or lockboxes with a bank or financial institution within the U.S. which has executed and delivered to the Administrative Agent an account control agreement, in form and substance reasonably acceptable to the Administrative Agent (each such deposit account, disbursement account, investment account (or similar account) and lockbox, a “Controlled Account”); provided that each such Controlled Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and each Obligor shall have granted a Lien to the Administrative Agent, for the benefit of the Secured Parties, over such Controlled Accounts; (b) deposit promptly, and in any event no later than five (5) Business Days after the date of receipt thereof (or such longer period of time as agreed by the Administrative Agent in its sole discretion), all cash, checks, drafts or other similar items of payment and relating to or constituting payments made in respect of any and all accounts and other rights and interests into, on and after the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Agreement Completion Date, Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account. (b) The Loan Parties shall (i) give the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account.; (c) After at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent request of the Administrative Agent, grant any extension each Obligor shall cause all payments constituting proceeds of time of payment of any Account, compromise or settle any Account for less than accounts to be directed into lockbox accounts under agreements in form and substance satisfactory to the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever.Administrative Agent; (d) Each Borrower hereby appoints not maintain any deposit accounts, or accounts holding investment property, except with respect to which the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of has an Event of Default to endorse any Borrower’s name upon any notesaccount control agreement; provided that no account control agreement shall be required for Excluded Accounts and provided, acceptancesfurther, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors that with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors any account control agreement entered into with respect to Accountsthe JPMorgan Chase Bank account ending -1161, to send verification of Accounts, and to notify such agreement may be terminated if after the postal service authorities to change the address for Borrower’s delivery of mail addressed to any Borrower to an account control agreement over the Borrower’s JPMorgan Chase Bank account ending -4353, such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or lawaccount is an Excluded Account; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated.and (e) Notwithstanding any other terms set forth in notwithstanding the Loan Documentsforegoing, it is agreed that the rights and remedies Obligors shall have until the date that is thirty (30) days following the closing date of a Permitted Acquisition (or such later date following the closing date of such Permitted Acquisition as may be agreed to by the Administrative Agent and Agent) to comply with the Lenders herein provided, and provisions of this Section 8.16 with regard to such accounts (other than Excluded Accounts) acquired by the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth Obligors in any other Loan Document or as provided by Lawconnection with such Permitted Acquisition.

Cash Management. (a) Unless otherwise permitted in writing Annexed hereto as Schedule 2.20 is a schedule of all DDAs that are maintained by the Administrative Agent in its sole discretionCredit Parties as of the Closing Date, the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances which schedule includes, with respect to, or other proceeds to each depository (i) the name and address of Floor Plan Vehicles or Units such depository; (ii) the account number(s) (and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party account name(s) of collections of cash such account(s)) maintained with such depository; and any proceeds of Collateral, (iii) a contact person at such Loan Party shall immediately deposit all such payments into a Controlled Deposit Accountdepository. (b) The Loan Parties Except as otherwise agreed by the Administrative Agent, each Credit Party shall (i) give within 60 days after the Closing Date, establish and maintain their DDAs with Wxxxx Fargo, one of its affiliates or another bank reasonably acceptable to the Administrative Agent, (ii) enter into a tri-party deposit account, securities account or commodities account control agreement by and among the applicable Credit Party, Administrative Agent (and, in the case of the Term Loan Priority Liquidity Account and Term Loan Priority Account, the Term Loan Agent) and the applicable depository, securities intermediary or commodities intermediary providing to the Administrative Agent 30 days written notice “control” of such deposit account, securities or commodities account within the meaning of the closing of any account listed on Schedule 5.21; UCC, (ii) notify each, a “Blocked Account Agreement”), in form and substance reasonably satisfactory in all respects to the Administrative Agent and the applicable Credit Party and with the Administrative Agent or the Collateral Agent and any bank with which such Credit Party maintains a DDA (each such account of any new accounts (including any new deposita Credit Party, checkinga “Blocked Account” and collectively, securities or other account) at any the “Blocked Accounts”), covering each such DDA maintained with such bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request (A) instruct all Account Debtors of the Administrative Agent, concurrently such Credit Party that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with the opening of any new account, deliver such Credit Party to remit all such payments to the Administrative Agent applicable “P.O. Boxes” or “Lockbox Addresses” with respect to a DDA (other than the Term Loan Priority Liquidity Account Control Documentation signed or Term Loan Priority Account), which remittances shall be collected by the applicable bank and deposited in such DDA or (B) cause the checks of any such Account Debtors to be deposited in a DDA (other than the Term Loan Priority Liquidity Account or Term Loan Priority Account) within two Business Days after such check is received by such Credit Party. All amounts received by the Parent Borrower or any domestic Restricted Subsidiary in respect of any Account or any other ABL Priority Collateral, in addition to all other cash received by any such Person from any other source, shall upon receipt of such amount or cash (other than (i) any such amount to be deposited in Excluded Accounts, (ii) any such amount to be deposited in the Term Loan Priority Liquidity Account on or about January 1, 2021, so long as the Term Loan Priority Liquidity Account only contains funds deposited therein on or about the January 1, 2021 not in excess of $5,000,000, or (iii) cash excluded from the Collateral pursuant to any Collateral Document) shall be promptly deposited into a DDA (other than the Term Priority Liquidity Account or Term Loan Priority Account) as set forth above. Each Credit Party agrees that it will not cause proceeds of such ABL Priority Collateral, such Accounts or such other cash to be otherwise redirected. For the avoidance of doubt, each Credit Party acknowledges and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts agrees that the Term Loan Liquidity Account shall only contain funds deposited therein on or about the Closing Date not in excess of the Loan Parties, including the new account$5,000,000. (c) After Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Cash Dominion Event, the ACH or wire transfer no less frequently than once per Business Day (unless the Commitments have been terminated and the monetary obligations hereunder then due and owing and under the other Credit Documents have been paid in full and all Letters of Credit have either been terminated or expired (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable L/C Issuer)), of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account but excluding the contents of the Term Loan Priority Liquidity Account and Term Loan Priority Account, to an account maintained by the Administrative Agent at Wxxxx Fargo (the “Core Concentration Account”). Each Credit Party agrees that it will not cause proceeds of any Blocked Account to be otherwise redirected. (d) In the event that there is a Cash Dominion Event but an Event of DefaultDefault has not occurred and been continuing, all collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent may send a notice of assignment and/or notice has actual knowledge of the Lenders’ security interest amounts owing or outstanding as described below and after giving effect to the application of any and all Account Debtors or third parties holding or such amounts constituting proceeds from any Collateral otherwise concerned with any required to be applied pursuant to the terms of the Collateral; provided that such notice shall direct that respective Collateral Document or any proceeds applicable Intercreditor Agreement): (1) first, to the payment (on a ratable basis) of such Collateral be paid directly any outstanding expenses actually due and payable to the Administrative Agent, for the benefit Collateral Agent, under any of the Administrative Agent Credit Documents and Lenders, and thereafter to repay or prepay outstanding Revolving Loans advanced by the Administrative Agent shall Agent; (2) second, to the extent all amounts referred to in preceding clause (1) have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each L/C Issuer under any of the sole right Credit Documents and to collect repay all drawings on Letters of Credit that have not been reimbursed by the Accounts Borrowers and cause all payments interest thereon; (3) third, to be made the extent all amounts referred to in preceding clauses (1) and (2) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession L/C Issuers and the Lenders under any of the Collateral Credit Documents; (4) fourth, to the extent all amounts referred to in preceding clauses (1) through (3), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Loans (whether or not then due and payable); (5) fifth, to the books extent all amounts referred to in preceding clauses (1) through (4), inclusive, have been paid in full, to pay (on a ratable basis) all outstanding Obligations of the Borrowers then due and records relating thereto. The Borrowers shall not, without prior written consent of payable to the Administrative Agent, grant any extension the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to the extent all amounts referred to in preceding clauses (1) through (5), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints Borrowers then due and payable to the Administrative Agent or its designee on behalf Agent, the Collateral Agent, and the Lenders under any of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during Credit Documents. In the continuance of event there is a Cash Dominion Event and an Event of Default to endorse any Borrower’s name upon any noteshas occurred and been continuing, acceptances, checks, drafts, money orders or other evidences of payment relating to all collected amounts received in the Accounts, to sign any Borrower’s name Core Concentration Account shall be distributed and applied on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address a daily basis as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined contemplated by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedSection 8.3. (e) If, at any time after the occurrence and during the continuance of a Cash Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Credit Party (other than (i) de minimis cash, Cash Equivalents or Temporary Cash Investments from time to time inadvertently misapplied by any Credit Party, (ii) cash and Cash Equivalents deposited or to be deposited in an Excluded Account, (iii) cash, Cash Equivalents or Temporary Cash Investments that are (or are in any account that is) excluded from the Collateral pursuant to any Collateral Document, including Excluded Property and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Term Loan Priority Liquidity Account and Term Loan Priority Account) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Administrative Agent shall be entitled to require the applicable Credit Party to close such account and have all funds therein transferred to a Blocked Account, and to cause all future deposits to be made to a Blocked Account. (f) The Parent Borrower and Restricted Subsidiaries, respectively, may close DDAs and/or open new DDAs, subject to, (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement consistent with the provisions of this Section 2.20 with respect to each such new DDA or (ii) other arrangements reasonably satisfactory to the Administrative Agent. (g) The Core Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. Each Credit Party hereby acknowledges and agrees that (x) such Credit Party has no right of withdrawal from the Core Concentration Account, (y) the funds on deposit in the Core Concentration Account shall at all times continue to be collateral security for all of the Obligations of the Credit Parties hereunder and under the other Credit Documents, and (z) the funds on deposit in the Core Concentration Account shall be applied as provided in this Agreement and any applicable Intercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.20, any Credit Party receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the Core Concentration Account pursuant to Section 2.20(c), such proceeds and collections shall be held in trust by such Credit Party for the Administrative Agent, shall not be commingled with any of such Credit Party’s other funds or deposited in any account of such Credit Party (other than any bank account by which the Parent Borrower or Restricted Subsidiary received or acquired dominion or control over such proceeds and collections or with any funds in such bank account) and shall promptly be deposited into the Core Concentration Account or dealt with in such other fashion as such Credit Party may be instructed by the Administrative Agent. (h) So long as no Cash Dominion Event has occurred and is continuing, the Credit Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (i) Any amounts held or received in the Core Concentration Account at any time (x) when all of the monetary obligations due and owing hereunder and under the other Credit Documents have been satisfied or (y) all Cash Dominion Events have been cured or waived, shall (subject in the case of clause (x) to the provisions of the ABL/Term Loan Intercreditor Agreement), be remitted to the operating bank account of the applicable Borrower. (j) Notwithstanding any other terms anything herein to the contrary, the Credit Parties shall be deemed to be in compliance with the requirements set forth in this Section 2.20 during the Loan Documentsinitial 60 day period commencing on the Closing Date to the extent that the arrangements described above are established and effective not later than the date that is 60 days following the Closing Date or such later date as the Administrative Agent, in its Permitted Discretion, may agree. (k) In the event that a Credit Party acquires new demand deposit accounts in connection with an acquisition, the rights Borrower Representative will procure that such Credit Party shall within 30 days of the date of such acquisition (or such longer period as may be agreed by the Administrative Agent) cause such new demand deposit accounts to comply with the applicable requirements of Section 2.20(b) (including, with respect to any new concentration account, by entering into a Blocked Account Agreement) or shall enter into other arrangements consistent with the provisions of this Section 2.20 and remedies of otherwise reasonably satisfactory to the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly with respect to such new or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Lawacquired demand deposit account.

Cash Management. The Borrower and each Guarantor will: (ai) Unless otherwise maintain a current and complete list of all accounts (of the type initially set forth on Schedule 6.22) and (other than (A) accounts exclusively used for payroll, payroll taxes and other employee wage and benefit programs to or for the benefit of the Borrower’s or a Guarantor’s employees, which shall in no event hold in the aggregate more than the amount reasonably expected to meet such payroll expenses for the following calendar month, including bonuses and other payments to be paid within the following calendar month, (B) accounts of the Borrower and the Guarantors that solely secure obligations in respect of letters of credit which are permitted by Section 8.2(g), (C) accounts which there is not maintained at any point in writing by time funds on deposit, together with funds on deposit in accounts of Excluded Subsidiaries in compliance with clause (iv) of the Administrative Agent definition of “Excluded Subsidiary”, greater than $[***] in its sole discretionthe aggregate for all such accounts and (D) subject to Section 7.12(c), accounts in which the Loan Parties only funds on deposit constitute the direct proceeds of Medicare, Medicaid or Tricare payments (“Government Payor Accounts”) (provided that, subject to Section 7.17, any Government Payor Accounts shall maintain all remain zero balance accounts during the term of their Deposit Accounts with Bank of America or another financial institution that has executed this Agreement and delivered shall, subject to Section 7.17, be subject to a sweep agreement reasonably satisfactory to the Administrative Agent Account Control Documentation reasonably requested and the Lenders (the “Sweep Agreement”), and the Borrower shall require that the depositary bank thereunder provide ten (10) days’ prior notice to the Administrative Agent and the Lenders (or such shorter period agreed by the Administrative Agent Agent) prior to ensure that all Deposit Accounts are Controlled any change to the terms of the daily sweep of such Government Payor Accounts (all such Deposit Accounts collectively called collectively, the “Controlled Deposit Excluded Accounts”)) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral promptly deliver any updates to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral list to the Administrative Agent’s Account ; and (ii) subject to be applied Section 7.17, execute and maintain an account control agreement for each such account (other than the Excluded Accounts), in form and substance reasonably acceptable to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of CollateralAdministrative Agent (each such account, such Loan Party shall immediately deposit all such payments into a “Controlled Deposit Account.”); (b) The Loan Parties shall (i) give deposit promptly after the Administrative Agent 30 days written notice date of the closing receipt thereof in accordance with prudent business practices all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any account listed on Schedule 5.21; (ii) notify and all accounts and other rights and interests into Controlled Accounts except to the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution extent permitted to be opened by any Loan Party; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account.kept in Excluded Accounts; (c) After in order to perfect Administrative Agent’s security interest in funds received from governmental payors making payments under Medicare, Medicaid or Tricare, the Borrower and the Guarantors will, subject to Section 7.17, maintain an account into which all deposits from Government Payor Accounts which contain funds received from Medicare, Medicaid or Tricare shall be swept on a daily basis, which account shall be a Controlled Account; provided, that, for the avoidance of doubt, no breach of this Section 7.12(c) shall be deemed to have occurred and the Borrower and the Guarantors shall be deemed compliant with this Section 7.12(c) if any such funds shall not be swept on a daily basis in accordance with the foregoing provisions in this Section 7.12(c) solely due to the account bank’s failure to perform its obligations under the applicable account documentation and not due to any action by the Borrower or the Guarantors or any failure of the Borrower or such Guarantor to perform their respective obligations hereunder or under any account documentation; and (d) at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent request of the Administrative Agent, grant any extension promptly cause all payments constituting proceeds of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, accounts to be directed into lockbox accounts under agreements in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating form and substance satisfactory to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedLenders. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. Holdings and the Borrower shall, and shall cause each of its respective Subsidiaries that are Loan Parties to: (a) Unless otherwise permitted maintain all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all deposit accounts, disbursement accounts, investment accounts and lockbox accounts (other than (i) zero-balance accounts, (ii) accounts so long as the aggregate balance in all such accounts does not exceed $250,000 at any time, and (iii) payroll, withholding, trust, escrow, impound and other fiduciary accounts, all of which the Loan Parties may maintain without restriction) (each such non-excluded deposit account, disbursement account, investment account and lockbox account, a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which the Borrower and each of the other Loan Parties shall, subject to the Intercreditor Agreement, have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, perfected either automatically under the UCC (with respect to Controlled Accounts at SunTrust Bank) or subject to Control Account Agreements; provided that the Loan Parties shall have 60 days (or such later date as may be agreed in writing by the Administrative Agent Agent) after the acquisition of a new Controlled Account (pursuant to any Permitted Acquisition or other Investment permitted by Section 7.4) to obtain a Control Account Agreement over such acquired Controlled Accounts; provided, further, that notwithstanding the foregoing and for the avoidance of doubt, (A) the Escrow Accounts and Escrow Funds on deposit therein shall not constitute assets of any Loan Party, but, alternatively, in its sole discretionthe event that the Escrow Accounts or Escrow Funds are deemed to be assets of any Loan Party, the Loan Parties Escrow Accounts and Escrow Funds shall maintain all of their Deposit Accounts with Bank of America be Excluded Property (and therefore not be “Collateral” or another financial institution that has executed “Controlled Accounts” as defined hereunder or under the Collateral Documents) and delivered (B) the Escrow Funds shall not be subject to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by Intercreditor Agreement in any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Accountrespect. (b) The Loan Parties shall (i) give deposit promptly, and in any event no later than 10 Business Days after the Administrative Agent 30 days written notice date of the closing receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any account listed on Schedule 5.21; (ii) notify and all accounts and other Collateral into Controlled Accounts, in each case except for cash and Permitted Investments the Administrative Agent aggregate value of any new accounts (including any new deposit, checking, securities or other account) which does not exceed $250,000 at any bank, broker/dealer or other financial institution to be opened by any Loan Partytime; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account.and (c) After subject to the Intercreditor Agreement, at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Required Lenders’ security interest to any , Holdings and the Borrower will, and will cause each other Loan Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. Such Obligor shall, and shall cause each of its Subsidiaries to: (a) Unless otherwise permitted subject to Section 8.17(d) and (f), maintain an aggregate amount of cash of the Borrower and the Subsidiary Guarantors greater than or equal to the Minimum Liquidity Amount in writing by the Administrative Agent in its sole discretiondeposit accounts, the Loan Parties shall maintain all of their Deposit Accounts disbursement accounts, investment accounts (and other similar accounts), securities accounts and lockboxes with Bank of America a bank or another financial institution within the U.S. that has executed and delivered to the Administrative Agent an account control agreement, in form and substance reasonably acceptable to the Administrative Agent (each such agreement, a “Control Agreement” and each such deposit account, disbursement account, investment account (or similar account), securities account and lockbox, a “Controlled Account”); provided that each such Controlled Account Control Documentation reasonably requested shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and each Obligor shall have granted a Lien to the Administrative Agent, for the benefit of the Secured Parties, over such Controlled Accounts; (b) subject to Section 8.17(d) and (f), maintain each of its deposit accounts, disbursement accounts, investment accounts (or similar accounts), securities accounts and lockboxes (other than, in each case, Excluded Accounts) as Controlled Accounts; (c) deposit promptly, and in any event no later than five (5) Business Days after the date of receipt thereof (or such longer period of time as agreed by the Administrative Agent in its sole discretion), all cash, checks, drafts or other similar items of payment in an amount in excess of $250,000 and relating to ensure that or constituting payments made in respect of any and all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash accounts and other proceeds from Floor Plan Vehicles or Units rights and other Collateral to be deposited interests into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account.Accounts; and (b) The Loan Parties shall (i) give the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other accountd) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account. (c) After time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent request of the Administrative Agent, grant any extension each Obligor shall cause all payments constituting proceeds of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, accounts to be directed into lockbox accounts under agreements in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints form and substance satisfactory to the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedAgent. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted in writing by Subject to the terms of Cash Management Documents among the Administrative Agent in its sole discretionAgent, the Loan Parties Deposit Account Banks and the Company and its Subsidiaries, the Company shall, and shall cause each Subsidiary to, maintain all of their Deposit Accounts with Bank such Deposit Account Banks selected by the Company or such Subsidiary in the ordinary course of America or another financial institution business that has have executed and delivered to the Administrative Agent a Deposit Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) Agreement in form and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral substance satisfactory to the Administrative Agent’s Account to be applied to the Obligations. Upon The Company shall, and shall cause each Subsidiary to, promptly upon receipt thereof, immediately deposit in its Deposit Accounts all monies, checks, drafts or funds received by any Loan Party of collections of cash and any it or such Subsidiary, including without limitation all proceeds of Collateral, receivables of the Company or such Loan Party Subsidiary, and all cash proceeds of operations, whether arising in the ordinary course of business or otherwise. The Company shall immediately deposit maintain a Administrative Agent Concentration Account with the Administrative Agent into which all funds deposited in each Deposit Account shall be transferred by wire transfer, ACH or electronic transfer from such payments into a Controlled account pursuant to the terms of the Deposit AccountAccount Control Agreement governing such account. (b) The Loan Parties shall (i) give At any time after an Event of Default has occurred and is continuing, the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new depositmay, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request of the Administrative AgentRequired Lenders, concurrently shall, and is hereby authorized by the Company on behalf of itself and its Subsidiaries to, do either or both of the following: (i) deliver a notice to any Deposit Account Bank or (ii) cease honoring all checks, demands, withdrawal requests or remittance instructions from the Company or any Subsidiary with respect to the opening of any new accountaccount or any funds on deposit therein. So long as any notice is in effect pursuant to clause (i) above, deliver to the Administrative Agent shall apply any and all amounts received from the Deposit Account Control Documentation signed by Banks or held in the applicable Loan Party and Third Party BankAdministrative Agent Concentration Account or otherwise held as Cash Collateral, together with an updated Schedule 5.21 reflecting all accounts to the repayment of the Loan PartiesObligations, including such amounts to be applied in accordance with the new accountprovisions of Section 11.13. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and LendersThe Company shall, and thereafter shall cause each Subsidiary to, enter into a Deposit Account Control Agreement prior to establishing any Deposit Account after the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession effective date of the Collateral and the books and records relating theretoAmendment No. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever4. (d) Each Borrower hereby appoints The Company agrees to pay to the Administrative Agent or its designee on behalf of any and all reasonable fees, costs and expenses which the Administrative Agent as such Borrower’s attorney-in-fact incurs in connection with power exercisable during maintaining the continuance of an Event of Default to endorse Deposit Accounts and depositing for collection any Borrower’s name upon any notes, acceptances, checks, drafts, money orders check or other evidences item of payment relating received by and/or delivered to the Accounts, to sign any Borrower’s name on any invoice Deposit Account Banks or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all on account of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of Obligations. The Company agrees to reimburse the Administrative Agent for any amounts paid to any Deposit Account Bank arising out of any required indemnification by the Administrative Agent of such Deposit Account Bank against damages incurred by the Deposit Account Bank in the operation of any Deposit Account. 24. A new Section 8.31, “Insurance,” is hereby added to the Credit Agreement and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth shall recite in any other Loan Document or its entirety as provided by Law.follows:

Cash Management. (a) Unless otherwise permitted in writing by the Administrative Agent in its sole discretionSubject to clauses (c) and (d) below, the Proceeds of the Accounts of a Loan Parties Party shall maintain all be paid into any Approved Deposit Account or Collection Deposit Account as required by clause (b) below; provided, however, that proceeds of their the Accounts (including Program Accounts) may be paid into Deposit Accounts with Bank that are neither an Approved Deposit Account nor a Collection Deposit Account, so long as the amount of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (Proceeds contained in all such Deposit Accounts collectively called does not exceed $1,000,000 in the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as aggregate at the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds end of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit AccountBusiness Day. (b) The Each Loan Parties Party shall (i) give the Administrative Agent 30 days written notice instruct each Account Debtor or other Person obligated to make a payment to any of the closing of them (x) under any account listed on Schedule 5.21; Account (other than Program Accounts) to make payment, or to continue to make payment, to an Approved Deposit Account or a Collection Deposit Account and (y) under any Program Account to make payment, or to continue to make payment, to a Collection Deposit Account and (ii) notify the Administrative Agent deposit in an Approved Deposit Account or a Collection Deposit Account, as applicable, promptly upon receipt all Proceeds of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened such Accounts received by any Loan PartyParty from any other Person; and provided, however, that, at any time (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account. (c) After after the occurrence and during the continuance of an Event of Default, and including after the exercise by the Administrative Agent may send a notice of assignment and/or notice of its remedies provided under the Lenders’ security interest to Loan Documents), any and all Account Debtors or third parties holding or otherwise concerned amount identified (with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made reasonably detailed written support) to the Administrative Agent to be deposited as (x) an “account” or “payment intangible” (as defined in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment UCC) or (y) Proceeds of any Account, compromise “account” or settle “payment intangible” (as defined in the UCC) in each case not constituting Proceeds of any Account for less (as defined herein) or “payment intangible” (as defined in the UCC) pertaining to any Account (as defined herein) will be promptly (an in no event later than two Business Days after such written support is delivered) distributed to any Deposit Account as directed by the full amount thereof, release, in whole Borrower or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such requested by the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedapplicable. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. Holdings and the Borrowers shall, and shall cause their Domestic Subsidiaries to: (a) Unless otherwise permitted in writing by maintain all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including all deposit accounts, disbursement accounts, investment accounts and lockbox accounts (other than zero-balance accounts for the Administrative Agent in its sole discretionpurpose of managing local disbursements, payroll, withholding and other fiduciary accounts, all of which the Loan Parties shall may maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed without restriction) (each such deposit account, disbursement account, investment account and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the lockbox account, a “Controlled Deposit AccountsAccount”) and cause ); each Controlled Account shall be a cash collateral account, with all cash cash, checks and other proceeds from Floor Plan Vehicles or Units similar items of payment in such account securing payment of the Obligations, and other Collateral to be deposited into in which the applicable Loan Party shall have granted a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral first priority Lien to the Administrative Agent’s , on behalf of the Secured Parties, perfected either automatically under the UCC (with respect to Controlled Accounts at SunTrust Bank) or subject to Control Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account.Agreements; (b) The Loan Parties shall (i) give deposit promptly, and in any event no later than 10 Business Days after the Administrative Agent 30 days written notice date of the closing receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any account listed on Schedule 5.21; (ii) notify and all accounts and other Collateral into Controlled Accounts, in each case except for cash and Permitted Investments the Administrative Agent aggregate value of any new accounts (including any new deposit, checking, securities or other account) which does not exceed $100,000 at any bank, broker/dealer or other financial institution to be opened by any Loan Partytime; and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account.and (c) After at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Required Lenders’ security interest to any , Holdings and the Borrowers will, and will cause each other Loan Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted in writing by From and after the date that is 30 days after the Closing Date (or such later date as the Required Lenders together with the Administrative Agent in its sole discretionmay approve), the Loan Parties shall maintain at all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause times all cash and other proceeds from Floor Plan Vehicles Cash Equivalents at Bank Accounts located in the United States or Units the Netherlands and other Collateral maintained with depository banks that are lenders under the Sustainable Revolving Credit Facility or are otherwise reasonably satisfactory to be deposited into a Controlled Deposit Account consistent with past practice. The the Required Lenders, and the Borrowers shall take cause such Bank Accounts to satisfy the following requirements (such Bank Accounts, “Secured Bank Accounts”): (i) all such actions as Bank Accounts shall be subject to a first priority perfected Lien in favor of the Administrative Security Agent; (ii) in the case of each Bank Account that is located in the United States, such Bank Account shall be subject to a Control Agreement; (iii) in the case of each Bank Account that is located in the Netherlands, the depository bank at which such Bank Account is maintained shall have (A) acknowledged and consented to the Lien granted over such Bank Account pursuant to the applicable Collateral Document and (ii) agreed that, upon delivery by the Security Agent deems necessary to such depository bank of a notice of exclusive control (or advisable to send all remittances similar notice), the depository bank shall take instruction solely from the Security Agent with respect to, or other proceeds of Floor Plan Vehicles or Units to such Bank Account and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt shall IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 disregard any instruction given by any Loan Party in respect of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit Bank Account; and (iv) all such payments into Bank Accounts shall be opened and maintained in the name of a Controlled Deposit AccountBorrower. (b) The Loan Parties Notwithstanding anything in this Section 6.15 to the contrary, the covenants set forth in Section 6.15(a) shall not apply to: (A) an aggregate amount of cash and/or Cash Equivalents at any time not exceeding $30,000,000 (or the foreign equivalent thereof); provided that such amount of cash and/or Cash Equivalents pursuant to this Section 6.15(b) shall be maintained at all times in (i) give the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; Daily Sweep Accounts, (ii) notify the Administrative Agent of any new accounts (including any new depositDe Minimis Accounts, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request Excluded Accounts and/or (iv) any other Bank Accounts, in each case, maintained for operational purposes of the Administrative AgentSwedish Borrower and its Subsidiaries in the ordinary course of business ((i) to (iv) together the “Exempt Accounts”); and (B) subject to clause (c) below, concurrently with cash and Cash Equivalents held by Restricted Subsidiaries incorporated in the opening People’s Republic of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountChina. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent ensure that the aggregate amount of cash and/or Cash Equivalents at any time maintained in Bank Accounts in the Administrative Agent, grant any extension People’s Republic of time China shall not exceed the sum of payment (i) [***] and (ii) an amount equal to the sum of any Account, compromise or settle any Account for less than trapped cash held by Restricted Subsidiaries incorporated in the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoeverPeople’s Republic of China to be applied towards [***]. (d) Each Borrower From and after June 30, 2024, at the Swedish Borrower’s request (which shall be no more frequently than once every 6 months), the Required Lenders hereby appoints agree to consider and negotiate in good faith an increase to the Administrative Agent or its designee on behalf dollar cap specified in this Section 6.15(b) and Section 8.01(m) to an amount that the Required Lenders determine in their sole and absolute discretion reflects the business and profitability growth of the Administrative Agent as Swedish Borrower and its Restricted Subsidiaries since the Closing Date and its operational needs at such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedtime. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted in writing by the Administrative Agent in its sole discretionThe Borrower shall, the and shall cause each Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect Party to, or other proceeds of Floor Plan Vehicles or Units execute and other Collateral deliver to the Administrative Agent’s , and thereafter maintain in effect, Control Account Agreements with respect to be applied all deposit accounts and securities accounts (other than any (i) such accounts that are used solely to fund payroll and payroll taxes and other employee wage and benefit payments in the ordinary course of business on a current basis, (ii) escrow accounts (to the Obligations. Upon receipt extent maintained exclusively by any Loan Party for the purpose of collections establishing or maintaining escrow amounts for third parties), (iii) trust accounts (to the extent maintained exclusively by any Loan Party for the purpose of establishing or maintaining trust amounts for third parties), (iv) such accounts not located in the United States or any of its states or territories, (v) zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts, (vi) such accounts (other than such accounts referred to in the foregoing clauses (i) through (v)) that have an average daily account balance of less than $500,000 individually and less than $1,000,000 in the aggregate for all such accounts, (vii) any deposit or securities account established by a Subsidiary of the Borrower, and into which amounts are deposited, in the ordinary course of business the balance of which is swept at the end of each Business Day into a Controlled Account and (viii) Governmental Deposit Accounts) (each, US-DOCS\51545218.9 a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and any proceeds other similar items of Collateralpayment in such account securing payment of the Obligations, such and in which the Borrower and each other Loan Party shall immediately deposit all have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, pursuant to such payments into a Controlled Deposit AccountControl Account Agreements. (b) The Borrower shall, and shall cause each Loan Parties shall (i) give Party to, execute and deliver to the Administrative Agent 30 days written notice of Agent, and thereafter maintain in effect, “sweep” agreement (each, a “Sweep Agreement”) with respect to each Governmental Deposit Account pursuant to which the closing of any account listed applicable depository bank will agree to sweep amounts deposited therein on Schedule 5.21; (ii) notify a daily basis to a Controlled Account as and when funds clear and become available in accordance with such depository bank’s customary procedures, each with such financial institution and each in form and substance reasonably acceptable to the Administrative Agent of Agent; no Loan Party will change any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon sweep instruction set forth in such Sweep Agreement without the request prior written consent of the Administrative Agent, concurrently with . The Administrative Agent agrees and confirms that the opening Loan Parties will have sole dominion and “control” (within the meaning of any new account, deliver to Section 9-104 of the UCC and the common law) over each Governmental Deposit Account and all funds therein and the Administrative Agent disclaims any right of any nature whatsoever to control or otherwise direct or make any claim against the funds held in any Governmental Deposit Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountfrom time to time. (c) After The Borrower shall, and shall cause each Loan Party to, deposit promptly, and in any event no later than 10 Business Days after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all accounts and other Collateral into Controlled Accounts or Governmental Deposit Accounts, in each case except for cash and Permitted Investments the aggregate value of which does not exceed $250,000 at any time. (d) At any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Required Lenders’ security interest to any , the Borrower will, and will cause each other Loan Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted The Borrower shall (i) establish and maintain lock boxes ("Lockboxes") at one or more banks set forth on Schedule 2.15, and shall request in writing by the Administrative Agent in its sole discretion, the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent otherwise take such reasonable steps to ensure that all Deposit Accounts are Controlled Accounts Account Debtors forward payment directly to such Lockboxes, and (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”ii) deposit and cause all cash QSRD and other proceeds from Floor Plan Vehicles the Subsidiary Guarantors to deposit or Units and other Collateral cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment made in respect of any and all Collateral (whether or not otherwise delivered to a Lockbox) into bank accounts in such Obligor's name (each a Controlled Deposit "Collection Account" and, collectively, the "Collection Accounts") at banks set forth on Schedule 2.15 (each a "Collection Account consistent with past practiceBank" and, collectively, the "Collection Account Banks"). The Borrowers Each Obligor shall take all such actions establish and maintain a concentration account in its name (each a "Concentration Account" and, collectively, the "Concentration Accounts") at the bank or banks which shall be designated as the Administrative Agent deems necessary or advisable to send all remittances with respect toconcentration account bank for each such Obligor on Schedule 2.15 (each a "Concentration Account Bank" and, or other proceeds of Floor Plan Vehicles or Units and other Collateral collectively, the "Concentration Account Banks"), which banks shall be satisfactory to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account. (b) The Loan Parties Each Concentration Account Bank, the Designated Account Bank, and all Collection Account Banks shall establish and maintain tri-party blocked account agreements with the Administrative Agent and the applicable Obligor, in form and substance acceptable to the Administrative Agent. Each such blocked account agreement shall provide, among other things, that (i) give all items of payment deposited in such accounts and proceeds thereof deposited in the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities applicable Concentration Account are held by such banks as agent or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon the request of bailee-in-possession for the Administrative Agent, concurrently with (ii) the opening bank executing such agreement has no rights of setoff or recoupment or any new other claim against such account, deliver as the case may be, other than for payment of its service fee and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii)(A) with respect to each bank at which a Collection Account is located, such bank agrees, from and after a receipt of a notice (an "Activation Notice") from the Administrative Agent (which Activation Notice may be given by Administrative Agent at any time at which a Triggering Event shall have occurred and is continuing), to forward immediately all amounts in each Collection Account Control Documentation signed by to such Obligor's Concentration Account Bank and to commence the process of daily sweeps from such Collection Account into the applicable Loan Party Concentration Account, and Third Party (B) with respect to each Concentration Account Bank, together with such bank agrees from and after the receipt of an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account. (c) After Activation Notice from Administrative Agent upon the occurrence and during the continuance of an Event of Defaulta Triggering Event, to immediately forward all amounts received in the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all applicable Concentration Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent's Account; provided, however, that Administrative Agent reserves the right, in its sole discretion, to require that collections representing amounts attributable to trust fund taxes or Hydrocarbon Interests of third Persons be segregated by the Collection Account Banks and held in a separate account, (it being the intent of the Administrative Agent, to the extent it has sufficient information to do so, to so segregate trust fund taxes or Hydrocarbon Interests of third Persons, and avoid the deposit of such funds into the Administrative Agent's Account). From and after the date Administrative Agent has delivered an Activation Notice to any bank with respect to any Collection's Account(s), no Obligor shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (c) So long as no Default or Event of Default has occurred and is continuing, the Obligors may amend Schedule 2.15 to add or replace a Collection Account Bank, Lockbox or Collection Account or to replace any Concentration Account or the Designated Account; provided, however, that (i) Administrative Agent shall have consented in writing in advance to the opening of such account or Lockbox with the relevant bank and (ii) prior to the time of the opening of such account or Lockbox, the applicable Obligor or the Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Administrative Agent a tri-party blocked account agreement, in form and substance satisfactory to Administrative Agent. The Obligors shall close any of their accounts (and establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Administrative Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Administrative Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or lockboxes of the bank holding such accounts or Administrative Agent's liability under any tri-party blocked account agreement with such bank is no longer acceptable in Administrative Agent's reasonable judgment. (d) The Lockboxes, Collection Accounts, Designated Account and the Concentration Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Loans and all other Indebtedness, and in which each Obligor and each Subsidiary Guarantor shall have granted a Lien to Administrative Agent pursuant to the Security Agreement. (e) Each Obligor shall and shall cause its Affiliates, officers, employees, agents, directors or other Persons acting for or in concert with such Obligor (each a "Related Person") to (i) hold in trust for Administrative Agent all checks, cash and other items of payment received by Obligor or any such Related Person, and (ii) within one (1) Business day after receipt by such Obligor or any Related Person of any checks, cash or other items of payment, deposit the same into an Obligor Account of such Obligor. Each Obligor and each Related Person thereof acknowledges and agrees that all cash, checks or items of payment constituting proceeds of Collateral are the property of Collateral Agent for the benefit of the Administrative Agent and Lenders. All proceeds of the sale or other disposition of any Collateral, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in directly into the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any applicable Obligor Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted in writing by The Loan Parties shall, at all times, maintain cash management arrangements and procedures reasonably satisfactory to Agent (it being understood that such arrangements and procedures existing as of the Administrative Agent in its sole discretionClosing Date are satisfactory); provided that from and after the Closing Date, the Borrower and the other Loan Parties shall will maintain their primary concentration and collection accounts and their primary disbursement and operating accounts with the ABL Agent or its affiliates and maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered (to the Administrative extent practicable to do so) depository accounts (including local store depository accounts, except for local store deposit accounts in locations where the ABL Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”and its Affiliates do not have branches) and cause all other cash management relationships (including controlled disbursement accounts and other proceeds from Floor Plan Vehicles ACH transactions) with the ABL Agent or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Accountits Affiliates. (b) The Subject to Section 6.16, on or prior to the Closing Date, each of the Loan Parties shall shall: (i) give deliver to the Administrative Agent 30 days written notice copies of notifications (each, a “Credit Card Notification”) substantially in the closing form attached hereto as Exhibit H which have been executed on behalf of any account such Loan Party and delivered to each of such Loan Party’s Credit Card Processors which Credit Card Processors are listed on Schedule 5.215.24(b); and (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; enter into a Blocked Account Agreement in form and (iii) upon the request of the Administrative Agent, concurrently with the opening of any new account, deliver substance reasonably satisfactory to the Administrative Agent with each bank at which one or more Blocked Accounts or Securities Accounts are maintained (each, a “Blocked Account Control Documentation signed by the applicable Loan Party Bank”) covering such Blocked Accounts and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountSecurities Accounts. (c) After the occurrence The Loan Parties shall ACH or wire transfer no less frequently than daily (and during the continuance of an Event of Default, the Administrative Agent may send whether or not there are then any outstanding Obligations) to a notice of assignment and/or notice of the Lenders’ security interest Blocked Account subject to any and all a Blocked Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Agreement all of the Loans and following (other Obligations under than, in each case, amounts maintained in any Excluded DDA or proceeds from the Loan Documents are paid in full and all sale of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth Inventory in the Loan Documents, the rights and remedies Parties’ retail stores on deposit in one or more Retail DDAs): (i) all proceeds of the Administrative Agent and the Lenders herein provided, and the obligations collections of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.Accounts;

Cash Management. (a) Unless otherwise permitted in writing by the Administrative Agent in its sole discretionThe Borrower shall, the and shall cause each Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect Party to, or other proceeds of Floor Plan Vehicles or Units execute and other Collateral deliver to the Administrative Agent’s , and thereafter maintain in effect, Control Account Agreements with respect to be applied all deposit accounts and securities accounts (other than any (i) such accounts that are used solely to fund payroll and payroll taxes and other employee wage and benefit payments in the ordinary course of business on a current basis, (ii) escrow accounts (to the Obligations. Upon receipt extent maintained exclusively by any Loan Party for the purpose of collections establishing or maintaining escrow amounts for third parties), (iii) trust accounts (to the extent maintained exclusively by any Loan Party for the purpose of establishing or maintaining trust amounts for third parties), (iv) such accounts not located in the United States or any of its states or territories, (v) zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts, (vi) such accounts (other than such accounts referred to in the foregoing clauses (i) through (v)) that have an average daily account balance of less than $100,000 individually and less than $1,000,000 in the aggregate for all such accounts, (vii) any deposit or securities account established by a Subsidiary of the Borrower, and into which amounts are deposited, in the ordinary course of business the balance of which is swept at the end of each Business Day into a Controlled Account and (viii) Governmental Deposit Accounts) (each, a “Controlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and any proceeds other similar items of Collateralpayment in such account securing payment of the Obligations, such and in which the Borrower and each other Loan Party shall immediately deposit all have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, pursuant to such payments into a Controlled Deposit AccountControl Account Agreements. (b) The Borrower shall, and shall cause each Loan Parties shall (i) give Party to, execute and deliver to the Administrative Agent 30 days written notice of Agent, and thereafter maintain in effect, “sweep” agreement (each, a “Sweep Agreement”) with respect to each Governmental Deposit Account pursuant to which the closing of any account listed applicable depository bank will agree to sweep amounts deposited therein on Schedule 5.21; (ii) notify a daily basis to a Controlled Account as and when funds clear and become available in accordance with such depository bank’s customary procedures, each with such financial institution and each in form and substance reasonably acceptable to the Administrative Agent of Agent; no Loan Party will change any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon sweep instruction set forth in such Sweep Agreement without the request prior written consent of the Administrative Agent, concurrently with . The Administrative Agent agrees and confirms that the opening Loan Parties will have sole dominion and “control” (within the meaning of any new account, deliver to Section 9-104 of the UCC and the common law) over each Governmental Deposit Account and all funds therein and the Administrative Agent disclaims any right of any nature whatsoever to control or otherwise direct or make any claim against the funds held in any Governmental Deposit Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountfrom time to time. (c) After The Borrower shall, and shall cause each Loan Party to, deposit promptly, and in any event no later than 10 Business Days after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all accounts and other Collateral into Controlled Accounts or Governmental Deposit Accounts, in each case except for cash and Permitted Investments the aggregate value of which does not exceed $250,000 at any time. (d) At any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Required Lenders’ security interest to any , the Borrower will, and will cause each other Loan Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. (a) Unless otherwise permitted in writing by the Administrative Agent in its sole discretionThe Borrower shall, the and shall cause each Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed and delivered to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all such Deposit Accounts collectively called the “Controlled Deposit Accounts”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect Party to, or other proceeds of Floor Plan Vehicles or Units execute and other Collateral deliver to the Administrative Agent’s , and thereafter maintain in effect, Control Account Agreements with respect to all deposit accounts and securities accounts (other than zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts and Government Deposit Accounts) (each, a “Controlled Account”); each Controlled Account shall be applied to a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations. Upon receipt by any Loan Party of collections of cash , and any proceeds of Collateral, such in which the Borrower and each other Loan Party shall immediately deposit all have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, pursuant to such payments into a Controlled Deposit AccountControl Account Agreements. (b) The Borrower shall, and shall cause each Loan Parties shall (i) give Party to, execute and deliver to the Administrative Agent 30 days written notice of Agent, and thereafter maintain in effect, “sweep” agreement (each, a “Sweep Agreement”) with respect to each Governmental Deposit Account pursuant to which the closing of any account listed applicable depository bank will agree to sweep amounts deposited therein on Schedule 5.21; (ii) notify a daily basis to a Controlled Account as and when funds clear and become available in accordance with such depository bank's customary procedures, each with such financial institution and each in form and substance reasonably acceptable to the Administrative Agent of Agent; no Loan Party will change any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon sweep instruction set forth in such Sweep Agreement without the request prior written consent of the Administrative Agent, concurrently with . The Administrative Agent agrees and confirms that the opening Loan Parties will have sole dominion and “control” (within the meaning of any new account, deliver to Section 9-104 of the UCC and the common law) over each Governmental Deposit Account and all funds therein and the Administrative Agent disclaims any right of any nature whatsoever to control or otherwise direct or make any claim against the funds held in any Governmental Deposit Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new accountfrom time to time. (c) After The Borrower shall, and shall cause each Loan Party to, deposit promptly, and in any event no later than 10 Business Days after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all accounts and other Collateral into Controlled Accounts or Government Deposit Accounts, in each case except for cash and Permitted Investments the aggregate value of which does not exceed $250,000 at any time. (d) At any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Required Lenders’ security interest to any , the Borrower will, and will cause each other Loan Party to, cause all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such accounts or other Collateral to be paid directly directed into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. The Parent, the Borrower and each Guarantor will: (ai) Unless otherwise maintain a current and complete list of all accounts (of the type initially set forth on Schedule 6.22 of the Disclosure Letter) and (other than (A) accounts exclusively used for payroll, payroll taxes and other employee wage and benefit programs to or for the benefit of the Parent’s, the Borrower’s or a Guarantor’s employees, which shall in no event hold in the aggregate more than the amount reasonably expected to meet such payroll expenses for the following calendar month, including bonuses and other payments to be paid within the following calendar month, (B) accounts of Excluded Subsidiaries in which there is not maintained at any point in time funds on deposit greater than $[***] in the aggregate for all such accounts, and (C) Governmental Collection Accounts, (D) accounts (including trust accounts) used exclusively for bona fide escrow purposes, and (E) accounts used exclusively to hold cash collateral for Liens permitted in writing by pursuant to Section 8.3(l) (collectively, the “Excluded Accounts”)) promptly deliver any updates to such list to the Administrative Agent Agent; (ii) subject to Section 7.15(c), execute and maintain an account control agreement for each such account (other than the Excluded Accounts), in its sole discretion, the Loan Parties shall maintain all of their Deposit Accounts with Bank of America or another financial institution that has executed form and delivered substance reasonably acceptable to the Administrative Agent Account Control Documentation reasonably requested by the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all each such Deposit Accounts collectively called the account, a “Controlled Deposit AccountsAccount”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account. (b) The Loan Parties shall (i) give the Administrative Agent 30 days written notice of the closing of any account listed on Schedule 5.21; (ii) notify the Administrative Agent of any new accounts (including any new deposit, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party); and (iii) upon the request maintain each such account as a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Administrative AgentObligations (and in which the Parent, concurrently the Borrower and the Guarantors shall have granted a Lien to the Secured Parties); (b) deposit promptly after the date of receipt thereof in accordance with the opening prudent business practices all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any new account, deliver and all accounts and other rights and interests into Controlled Accounts except to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Parties, including the new account.extent permitted to be kept in Excluded Accounts; (c) After at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent request of the Administrative Agent, grant any extension promptly cause all payments constituting proceeds of time of payment of any Account, compromise or settle any Account for less than accounts to be directed into lockbox accounts under agreements in form and substance satisfactory to the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever.Lenders; and (d) Each Borrower hereby appoints cause all Governmental Collection Accounts (if any) to, at all times, have a standing order to be swept on a daily basis to a Controlled Account, which standing order may not be changed without the Administrative Agent or its designee on behalf consent of the Administrative Agent as Lenders, and such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating limitation on changes to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against standing order shall have been acknowledged and agreed by each bank at which a Governmental Collection Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminatedheld. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.

Cash Management. Each Obligor shall, and shall cause each of its Subsidiaries to: (a) Unless otherwise permitted in writing maintain at all times all Deposit Accounts, Securities Accounts, Commodity Accounts, lockboxes and similar accounts (other than Excluded Accounts) to be held by the Administrative Agent in its sole discretion, the Loan Parties shall maintain all of their Deposit Accounts each Obligor with Bank of America a bank or another financial institution that has executed and delivered to and in favor of the Administrative Agent Account Control Documentation a customary “springing” account control agreement, in form and substance reasonably requested by acceptable to the Administrative Agent to ensure that all Deposit Accounts are Controlled Accounts (all each such Deposit Accounts collectively called the Account, Securities Account, Commodity Account, lockbox or similar account, a “Controlled Deposit AccountsAccount”) and cause all cash and other proceeds from Floor Plan Vehicles or Units and other Collateral to be deposited into a Controlled Deposit Account consistent with past practice. The Borrowers shall take all such actions as the Administrative Agent deems necessary or advisable to send all remittances with respect to, or other proceeds of Floor Plan Vehicles or Units and other Collateral to the Administrative Agent’s Account to be applied to the Obligations. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, such Loan Party shall immediately deposit all such payments into a Controlled Deposit Account.); (b) The Loan Parties shall (i) give the Administrative Agent 30 days written notice maintain each such Controlled Account as a cash collateral account, with each such cash collateral account and all cash, checks and other similar items of payment held in any such account to be Collateral securing payment of the closing of any account listed on Schedule 5.21; (ii) notify Obligations, and each Obligor shall have granted a Lien and security interest to the Administrative Agent of any new accounts (including any new depositAgent, checking, securities or other account) at any bank, broker/dealer or other financial institution to be opened by any Loan Party; and (iii) upon for the request benefit of the Administrative Agent, concurrently with the opening of any new account, deliver to the Administrative Agent Account Control Documentation signed by the applicable Loan Party and Third Party Bank, together with an updated Schedule 5.21 reflecting all accounts of the Loan Secured Parties, including the new account.over such Controlled Accounts; (c) After deposit promptly, and in any event no later than five (5) Business Days after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all accounts receivable, Contracts or any other rights and interests into one or more Controlled Accounts or Excluded Accounts; and (d) at any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent may send a notice of assignment and/or notice request of the Lenders’ security interest to any and Agent, direct all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any payments constituting proceeds of such Collateral accounts receivable to be paid directly directed into lockbox accounts pursuant to agreements in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and thereafter the Administrative Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever. (d) Each Borrower hereby appoints the Administrative Agent or its designee on behalf of the Administrative Agent as such Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the postal service authorities to change the address for delivery of mail addressed to any Borrower to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (e) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Administrative Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by Law.