Common use of Cash Management System Clause in Contracts

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

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

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

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

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

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

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

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

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

Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the Collection Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the Disbursement Accounts as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including plus any related Bank Partner Retained LEGAL 4873-0998-8490v4881-9719-6460v.143 Percentage) directly to the applicable Collection Account, directly to the Disbursement Account Account, directly to the applicable Bank Partner Collection Account, or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below and (2) the Collection Account Bank to deposit all amounts on deposit in the Collection Accounts into the applicable Disbursement Account (the "Cash Management System"). (iviii) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretiondiscretions, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to each Collection Account and each Disbursement Account. (viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders, the Borrower shall not, in a manner adverse to the Collateral Agent, (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (viv) The Borrower acknowledges and agrees that Collections (excluding, for the avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in each Collection Account and the Disbursement Account shall continue to be collateral security for the Obligations. (vi) OppWin acknowledges and agrees that Collections on deposit in each Disbursement Bank Partner Collection Account shall continue to be collateral security for the Obligations secured thereby. (vii) Notwithstanding anything herein to the contrary, in no event, will the Borrower permit (and Borrower shall cause Servicer to not permit) at any time, Collections to be held in any account other than (x) an account owned by the Collateral Agent or the Castlelake Representative and maintained with the Collateral Agent, (y) a Collection Account subject to a Collection Account Control Agreement or (z) a Bank Partner Refinance Account subject to a Control Agreement; provided, up to an aggregate amount exceeding $5,000,000 may be maintained in Bank Partner Refinance Accounts with FinWise Bank, or Capital Community Bank without being subject to a Control Agreement until no later than January 31, 2023, (or such later date as the Required Lenders may approve in their discretion).

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

Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the Collection Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the Disbursement Accounts as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including plus any related Bank Partner Retained Percentage) directly to the applicable Collection Account, directly to the Disbursement Account Account, directly to the applicable Bank Partner Collection Account, or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below and (2) the Collection Account Bank to deposit all amounts on deposit in the Collection Accounts into the applicable Disbursement Account (the "Cash Management System"). (iviii) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretiondiscretions, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to each Collection Account and each Disbursement Account. (viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders, the Borrower shall not, in a manner adverse to the Collateral Agent, (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (viv) The Borrower acknowledges and agrees that Collections (excluding, for the avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in each Collection Account and the Disbursement Account shall continue to be collateral security for the Obligations. (vi) OppWin acknowledges and agrees that Collections on deposit in each Disbursement Bank Partner Collection Account shall continue to be collateral security for the Obligations secured thereby. (vii) Notwithstanding anything herein to the contrary, in no event, will the Borrower permit (and Borrower shall cause Servicer to not permit) at any time, Collections to be held in any account other than (x) an account owned by the Collateral Agent or the Castlelake Representative and maintained with the Collateral Agent, (y) a Collection Account subject to a Collection Account Control Agreement or (z) a Bank Partner Refinance Account subject to a Control Agreement; provided, up to an aggregate amount exceeding $5,000,000 may be maintained in Bank Partner Refinance Accounts with FinWise Bank, or Capital Community Bank without being subject to a Control Agreement until no later than January 31, 2023, (or such later date as the Required Lenders may approve in their discretion).

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

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

Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the Collection Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the Disbursement Accounts as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including plus any related Bank Partner Retained Percentage) directly to the applicable Collection Account, directly to the Disbursement Account Account, directly to the applicable Bank Partner Collection Account, or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below and (2) the Collection Account Bank to deposit all amounts on deposit in the Collection Accounts into the applicable Disbursement Account (the "“Cash Management System"”). (iviii) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretiondiscretions, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to each Collection Account and each Disbursement Account. (viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders, the Borrower shall not, in a manner adverse to the Collateral Agent, (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (viv) The Borrower acknowledges and agrees that Collections (excluding, for the avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in each Collection Account and each the Disbursement Account shall continue to be collateral security for the Obligations secured therebyObligations. (vi) [Reserved]. (vii) Notwithstanding anything herein to the contrary, in no event, will the Borrower permit (and Borrower shall cause Servicer to not permit) at any time, Collections to be held in any account other than (x) an account owned by the Collateral Agent or the Castlelake Representative and maintained with the Collateral Agent, (y) a Collection Account subject to a Collection Account Control Agreement or (z) a Bank Partner Refinance Account subject to a Control Agreement (except for the Bank Partner Refinance Accounts (as defined in the OppWin BPI Intercreditor Agreement) until the first Receivable sold under the OppWin BPI Sale Agreement is included in the Borrowing Base).

Cash Management System. (i) The TheEach Borrower shall have established, or have caused the Servicer to establish, pursuant to the applicable Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the a Collection Accounts Account as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables of such Borrower shall be deposited. (ii) The TheEach Borrower shall have established, or have caused the Servicer to establish, pursuant to the applicable Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, the a Disbursement Accounts Account as described in Section 2.9 into which certain Collections in respect of the Receivables of such Borrower and all amounts on deposit in the applicable Collection Account shall be deposited. (iii) The TheEach Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including any Bank Partner Retained Percentage) of such Borrower directly to the applicable Collection AccountAccount (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Disbursement Account or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(bLockbox) below, to such lockbox), in each case as set forth in Section 5.7(b) below and below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the applicable Collection Account, (3) the applicable Collection Account Bank to deposit all amounts on deposit in the applicable Collection Accounts Account into the applicable Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables of such Borrower into the applicable Collection Account, in accordance with the instructions of the Collateral Agent (the "“Cash Management System"”). Notwithstanding anything to the contrary contained herein, the requirements of this Section 5.7(a)(iii) shall be subject to the post-closing periods set forth in Section 5.B(ii) of the Sixth Amendment. (iv) The ▇▇▇▇▇ Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the applicable Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the applicable Collection Account Control Agreement. The TheEach Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to each theits Collection Account and each the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the theeach Borrower shall not, in a manner adverse to the Collateral Agent, (Aa) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (Bb) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The TheEach Borrower acknowledges and agrees that Collections (excluding, for the avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) funds on deposit in each theits Collection Account and each the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.

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

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