Common use of Accounts; Lock-Box Account Clause in Contracts

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note InsurerInsurer and prior notice to the Demand Note Provider, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders Demand Note Provider and the Class C Certificateholder Noteholders for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two three Eligible Accounts, one established with Chase Manhattan entitled "Long Beach Acceptance Corp., Chase Manhattan, Agent Account--Auto Loan Programs," account number 00100916395, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan ChaseChase Manhattan, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase Manhattan entitled "Long Beach Acceptance Corp., JPMorgan ChaseChase Manhattan, Agent Account -- Auto Loan Programs," account number 530097095507944194; providedPROVIDED, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; providedPROVIDED, furtherFURTHER, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase Manhattan or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, Agent and the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan ChaseChase Manhattan, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase Manhattan shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; providedPROVIDED, howeverHOWEVER, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two three Eligible Accounts, one established with Bank [Name of America National Trust and Savings Association indenture trustee] entitled "Long Beach Acceptance Corp.____________", JPMorgan Chaseaccount number ________________, Agent Account--Auto Loan Programsone established with [Name of bank] entitled "____________," account number 1457202900__________, and one established with JPMorgan Chase [Name of indenture trustee] entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs____________," account number 530097095___________; provided, that the Servicer, [with the prior written consent of the Note Insurer], may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase [Name of indenture trustee] or, [at the request of the Note Insurer], an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, Agent and the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase[Name of indenture trustee], as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase [Name of indenture trustee] shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two three Eligible Accounts, one established with Bank [Name of America National Trust and Savings Association indenture trustee] entitled "Long Beach Acceptance Corp.____________", JPMorgan Chaseaccount number ________________, Agent Account--Auto Loan Programsone established with [Name of bank] entitled "____________," account number 1457202900__________, and one established with JPMorgan Chase [Name of indenture trustee] entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs____________," account number 530097095___________; provided, that the Servicer, [with the prior written consent of the Note Insurer], may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase [Name of indenture trustee] or, [at the request of the Note Insurer], an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase[Name of indenture trustee], as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase [Name of indenture trustee] shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but shall at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association the Trustee entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs,[Name of trustee] of __________________" account number 1457202900_________, and one established with JPMorgan Chase ______________ entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs[Name of trustee] of ______________," account number 530097095____________; provided, that the Servicer, [with the prior written consent of the Note Certificate Insurer, ,] may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent Trustee or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent Trustee shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase [Name of trustee] or, [at the request of the Note Certificate Insurer, ,] an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders Trustee and the Class C Certificateholder Certificateholders for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase[Name of trustee], as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the IssuerTrust), and JPMorgan Chase [Name of trustee] shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral AgentTrustee, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of [the Controlling Party Certificate Insurer (so long as an Insurer Default shall not have occurred and be continuing) or[ the Trustee [(if an Insurer Default shall have occurred and be continuing)] to the Trust Collateral Agent Trustee or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders and the Class C Certificateholder Certificateholders for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two three Eligible Accounts, one established with Bank [Name of America National Trust and Savings Association indenture trustee] entitled "Long Beach Acceptance Corp.____________", JPMorgan Chaseaccount number ________________, Agent Account--Auto Loan Programsone established with [Name of bank] entitled "____________," account number 1457202900__________, and one established with JPMorgan Chase [Name of indenture trustee] entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs____________," account number 530097095___________; provided, that the Servicer, [with the prior written consent of the Note Insurer], may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase [Name of indenture trustee] or, [at the request of the Note Insurer], an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, Agent and the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase[Name of indenture trustee], as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase [Name of indenture trustee] shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.successor

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders Demand Note Provider and the Class C Certificateholder Noteholders for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.such

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, Agent and the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two an Eligible AccountsAccount entitled, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Chase Texas Agent Account--Auto Account -Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 53009709500100916395; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, PROVIDED that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent Trustee or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent Trustee shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase Texas or, at the request of the Note Certificate Insurer, an Eligible Account satisfying clause (i) of the definition thereof. thereof The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box LockBox and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, the Noteholders Trustee and the Class C Certificateholder Certificateholders for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan ChaseChase Texas, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the IssuerTrust), and JPMorgan Chase Texas shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; providedPROVIDED, howeverHOWEVER, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral AgentTrustee, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party Certificate Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Trustee (if an Insurer Default shall have occurred and be continuing) to the Trust Collateral Agent Trustee or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box LockBox Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.

Accounts; Lock-Box Account. (a) The Servicer has established the Lock-Box Account as two Eligible Accounts, one established with Bank of America National Trust and Savings Association entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account--Auto Loan Programs," account number 1457202900, and one established with JPMorgan Chase entitled "Long Beach Acceptance Corp., JPMorgan Chase, Agent Account -- Auto Loan Programs," account number 530097095; provided, that the Servicer, with the prior written consent of the Note Insurer, may from time to time (a) establish additional or substitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of any of the aforementioned accounts or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Trust Collateral Agent or the Servicer, has authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Trust Collateral Agent shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall be a demand deposit account into which Obligors will be directed to make payments due under Receivables and which shall at all times be an Eligible Account, initially established and maintained with JPMorgan Chase or, at the request of the Note Insurer, an Eligible Account satisfying clause (i) of the definition thereof. The Servicer has established and shall maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Trust Collateral Agent, Agent and the Noteholders and the Class C Certificateholder for servicing and administering the Receivables and the other Trust Assets in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms with respect to the Receivables or, upon the occurrence and continuance of a Servicer Termination Event, the Note Insurer may direct the Indenture Trustee in writing to terminate the Lock-Box Agreement with respect to the Receivables, and, in any such case, funds on deposit in the Lock-Box Account shall be distributed by JPMorgan Chase, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and JPMorgan Chase shall deposit any such funds relating to the Receivables to such other account as shall be identified by the Back-up Servicer or successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Trust Collateral Agent or a successor Lock-Box Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lock-box arrangements, and the Servicer shall promptly notify the Obligors to make payments to any new Lock-Box.