Common use of Account Arrangements Clause in Contracts

Account Arrangements. (a) Prior to the Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, and (iii) a Collection Account Agreement with all of the Collection Account Banks, and delivered original counterparts of each to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction Documents. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or shall, upon the direction of the Majority Purchasers, at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Collection Account Agreements, as the case may be, to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accounts, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement pursuant to the Administrative Agent’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicer, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative Agent, any Purchaser, any Indemnified Party or any other Affected Person hereunder, and (ii) shall distribute or cause to be distributed such funds in accordance with Article I (as if such funds were held by the Servicer thereunder). (b) Other than during the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (ai) The Collection Accounts established and subject to the Existing Control Agreements are identified as such on Schedule 5 hereto. Prior to the Post-Closing Effective Date, the Seller shall have entered into (i) Lock-Box Agreements with all of deliver to the Lock-Box Banks, (ii) the Intercreditor Agreement, and (iii) Buyer a Collection Account fully executed Control Agreement with all respect to (x) each of the Collection Account Banksthat are identified on Schedule 5 as of the date hereof that are not subject to an Existing Control Agreement and (y) each of the Collection Accounts of each New Sales Originator, in form and substance reasonably satisfactory to the Buyer. (ii) Each Collection Account is maintained in an Originator’s name. Each Originator hereby (A) agrees that Collections of Receivables in its Collection Accounts are solely the property of the Seller and/or Buyer and subject to a first priority and, after the Post-Closing Effective Date, a perfected security interest granted to Seller pursuant to the Receivables Distribution Agreement and to Buyer pursuant to this Framework Agreement; and (B) agrees that any interest which such Originator may have in the Collections of Receivables in such Collection Account as owner of such Collection Accounts solely as bailee in trust for the Seller, as owner, and/or Buyer, as owner and as secured party, and delivered original counterparts waives any other right or interest it may have in such Collections, including any right of each to the Administrative Agentoffset. Each of the Lock-Box Accounts Seller and the Collection Accounts shall be used for the purpose of receiving Collections as described herein ▇▇▇▇▇ authorizes and in the other Transaction Documents. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or shall, upon the direction of the Majority Purchasers, at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) to instructs each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Collection Account Agreementssuch Originator, as the case may beaccountholder of a Collection Account, to do any or enter into a Control Agreement with the bank at which such Collection Account is held. Each such Originator hereby hypothecates to Buyer, and grants to Buyer, a security interest in, all of such Originator’s right, title and interest in and to each such Collection Account and all funds therein (and investments thereof) and all proceeds thereof, as collateral security for the followingperformance by such Originator of all the terms, covenants and agreements on the part of such Originator to be performed under the Transaction Agreements in accordance with the Intercreditor Agreement: terms thereof, including the punctual payment when due of all obligations of such Originator thereunder, whether for indemnification payments, repurchases of Receivables or otherwise. (aiii) to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accounts, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement pursuant to the Administrative Agent’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicer, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (Except for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree Control Agreements, there are no other control agreements or similar instruments, there are no other security agreements or similar instruments, in each case, with respect to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative Agent, any Purchaser, any Indemnified Party or any other Affected Person hereunder, and (ii) shall distribute or cause to be distributed such funds in accordance with Article I (as if such funds were held by the Servicer thereunder). (b) Other than during the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Original Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, Banks and (iii) a Collection Account Agreement with all of the Collection Account Banks, and in each case delivered original counterparts of each thereof to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction DocumentsAdministrator. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or Administrator may (and shall, upon at the direction of the Majority Purchasers, Purchaser Agents) at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) give notice to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Agreements, as the case may be, Lock-Box Agreements to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive control of the Lock-Box Accounts (and any funds therein) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicerapplicable Lock-Box Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby 740811803 17540157 acknowledge and agree that if at any time the Administrative Agent exercises its right to take Administrator takes control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchaserthe Purchaser Agents, the Purchasers, any Indemnified Party Party, any Affected Person or any other Affected Person hereunderhereunder or under any other Transaction Document, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Other than during the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, Banks and (iii) a Collection Account Agreement with all of the Collection Account Banks, and in each case delivered original counterparts of each thereof to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction DocumentsAdministrator. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or Administrator may (and shall, upon at the direction of the Majority Purchasers, Purchaser Agents) at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) give notice to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Agreements, as the case may be, Lock-Box Agreements to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive control of the Lock-Box Accounts (and any funds therein) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement pursuant to the Administrative Agent’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection respective Accounts redirected pursuant to the Administrative AgentAdministrator’s instructions rather than transferred to deposited in the Servicerapplicable Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take Administrator takes control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchaserthe Purchaser Agents, the Purchasers, any Indemnified Party Party, any Affected Person or any other Affected Person hereunderhereunder or under any other Transaction Document, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Other than during . On each Business Day on which the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined amount on deposit in the applicable UCC) over which Mellon Lock-Box Account exceeds $100,000, the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased Seller will cause all Collections received and on deposit in the name of Mellon Lock-Box Account transferred into the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection BofA Lock-Box Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Original Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, Banks and (iii) a Collection Account Agreement with all of the Collection Account Banks, and in each case delivered original counterparts of each thereof to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction DocumentsAdministrator. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or Administrator may (and shall, upon at the direction of the Majority Purchasers, Purchaser Agents) at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) give notice to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Agreements, as the case may be, Lock-Box Agreements to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive control of the Lock-Box Accounts (and any funds therein) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicerapplicable Lock-Box Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take Administrator takes control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchaserthe Purchaser Agents, the Purchasers, any Indemnified Party Party, any Affected Person or any other Affected Person hereunderhereunder or under any other Transaction Document, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Other than during the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Original Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, Banks and (iii) a Collection Account Agreement with all of the Collection Account Banks, and in each case delivered original counterparts of each thereof to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction DocumentsAdministrator. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or Administrator may (and shall, upon at the direction of the Majority Purchasers, Purchaser Agents) at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) give notice to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Agreements, as the case may be, Lock-Box Agreements to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive control of the Lock-Box Accounts (and any funds therein) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicerapplicable Lock-Box Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take Administrator takes control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchaserthe Purchaser Agents, the Purchasers, any Indemnified Party Party, any Affected Person or any other Affected Person hereunderhereunder or under any other Transaction Document, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Article I (as if such funds were held by the Servicer thereunder). (b) Other than during the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, Banks and (iii) a Collection Account Agreement with all of the Collection Account Banks, and in each case delivered original counterparts of each thereof to the Administrative AgentAdministrator. Each of Upon the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction Documents. During the continuation occurrence of a Termination Event or Incipient Termination Eventand during the continuance thereof, the Administrative Agent may, with the consent of the Majority Purchasers, or Administrator may (and shall, upon at the direction of the Majority Purchasers, at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor AgreementPurchaser Agents) give notice to each Lock-Box Bank Bank, the Seller and provide notice to each Collection Account Bank the Servicer that the Administrative Agent Administrator is exercising its rights under the Collection Account Agreements, as the case may be, Lock-Box Agreements to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive control of the Lock-Box Accounts (and any funds therein) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicerapplicable Lock-Box Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter other than through a Lock-Box Account shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take Administrator takes control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchaserthe Purchaser Agents, the Purchasers, any Indemnified Party Party, any Affected Person or any other Affected Person hereunderhereunder or under any other Transaction Document, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Other than during the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Original Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, Banks and (iii) a Collection Account Agreement with all of the Collection Account Banks, and in each case delivered original counterparts of each thereof to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction DocumentsAdministrator. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or Administrator may (and shall, upon at the direction of the Majority Purchasers, Purchaser Agents) at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) give notice to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Agreements, as the case may be, Lock-Box Agreements to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive control of the Lock-Box Accounts (and any funds therein) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement pursuant to the Administrative Agent’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection respective Accounts redirected pursuant to the Administrative AgentAdministrator’s instructions rather than transferred to deposited in the Servicerapplicable Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to take Administrator takes control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchaserthe Purchaser Agents, the Purchasers, any Indemnified Party Party, any Affected Person or any other Affected Person hereunderhereunder or under any other Transaction Document, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Other than during . On each Business Day on which the continuation of a Termination Event or Incipient Termination Event, all funds in a Collection Account during any Settlement Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined amount on deposit in the applicable UCC) over which Mellon Lock-Box Account exceeds $100,000, the Administrative Agent (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased Seller will cause all Collections received and on deposit in the name of Mellon Lock-Box Account transferred into the Administrative Agent (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative Agent’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement Period in which such investments were made. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection BofA Lock-Box Account. The Administrative Agent shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.

Account Arrangements. (a) Prior to the Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, Banks and (ii) the Intercreditor Agreement, and (iii) a Collection Account Agreement with all of the Collection Account Banks, Banks and delivered original counterparts of each to the Administrative AgentAdministrator. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction Documents. During Upon the occurrence and continuation of a Termination Event or Incipient Unmatured Termination Event, the Administrative Agent Administrator may, with the consent of the Majority PurchasersPurchaser Agents, or shall, upon the direction of the Majority PurchasersPurchaser Agents, at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) give notice to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Lock-Box Agreements or the Collection Account Agreements, as the case may be, to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to have the exclusive ownership and control of the Lock-Box Accounts and/or the Collection Accounts transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accountstherein, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with and/or the Intercreditor Agreement Collection Accounts redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the Collection Accounts and, applicable Lock-Box Account and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the ServicerAccounts, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent Administrator exercises its right to take control of any Lock-Box Account and/or any Collection Account, as the case may be, the Administrative Agent (i) Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative AgentAdministrator, any Purchasermember of any Purchaser Group, any Indemnified Party or any other Affected Person hereunder, and (ii) the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Other than during Prior to the occurrence and continuation of a Termination Event or Incipient Unmatured Termination Event, all funds in a Collection Account during any Settlement Yield Period may be invested, by or at the direction of the Servicer, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Administrative Agent Administrator (for the benefit of the Purchasers) shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Administrative Agent Administrator (for the benefit of the Purchasers) or (C) such Permitted Investments are held in another manner sufficient to establish the Administrative AgentAdministrator’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the Settlement Date relating to the Settlement last day of each successive Yield Period in which following such investments were madeinvestment. All income and gain or loss realized from any such investment shall be credited or debited (as applicable) to the applicable Collection Account. The Administrative Agent Administrator shall have no obligation to reimburse any Collection Account for any losses realized by reason of such investments.