Common use of Deposits to Lock-Box Accounts Clause in Contracts

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): (i) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): shall: (i) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), ; (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator it into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller Servicer will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller Servicer may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause Subject to Section 5.21, the Servicer to): shall: (i) instruct all Obligors (or in the case of Peabody Coppabella, its agent) to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), ; and (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator it into Lock-Box Accounts not later than one two (2) Business Day Days after receipt thereof and (iii) if a Termination Event has occurred and is continuingor in the case of Peabody Coppabella, directly transfer all cause Peabody Coppebella or its agent to deposit any Collections received by Peabody Coppabella or its agent into a Lock-Box Account as soon as possible and not later than five (5) Business Days after receipt thereof). The Servicer will (on behalf of the Seller), unless otherwise agreed in writing by the Administrator, instruct each Exception Account Originator, in its capacity as the beneficiary of an Eligible Supporting Letter of Credit, to instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account (other than if the applicable Originator fails to do so and, if an Exception Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Lock-Box Account) no later than one (1) Business Day following receipt thereof. Except as , the Servicer will, unless otherwise agreed to in writing by the Administrator and Administrator, use all reasonable efforts to cause the Majority Purchasersapplicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account if the applicable Originator fails to do so. Except as permitted pursuant to Section 5.21, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Subject to Section 5.21, the Seller shall (or shall cause the Servicer to): (i) instruct all Obligors (or in the case of Peabody Coppabella, its agent) to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one two (2) Business Day Days after receipt thereof and (iii) if a Termination Event has occurred and is continuingor in the case of Peabody Coppabella, directly transfer all cause Peabody Coppebella or its agent to deposit any Collections received in each Exception Account to by Peabody Coppabella or its agent into a Lock-Box Account (other than an Exception Account) no as soon as possible and not later than one five (15) Business Day following Days after receipt thereof). Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided. The Seller will, howeverunless otherwise agreed in writing by the Administrator, that so long instruct each Originator, in its capacity as the Exception Account Conditions are then satisfied with beneficiary (or prospective beneficiary) of an Eligible Supporting Letter of Credit, to instruct the related Eligible Supporting Letter of Credit Provider to make payments in respect to an Exception Account, of Eligible Supporting Letters of Credit issued (or confirmed by) such Exception Account need not be subject Eligible Supporting Letter of Credit Provider directly to a Lock-Box AgreementAccount if the Servicer fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Lock-Box Account, the Seller will, unless otherwise agreed in writing by the Administrator, use all reasonable efforts to cause the applicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account if the Servicer fails to do so. The Subject to Section 5.21, the Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause Subject to Section 5.21, the Servicer to): shall: (i) instruct all Obligors (or in the case of Peabody Coppabella, its agent) to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), ; and (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator it into Lock-Box Accounts not later than one two (2) Business Day Days after receipt thereof and (iii) if a Termination Event has occurred and is continuingor in the case of Peabody Coppabella, directly transfer all cause Peabody Coppebella or its agent to deposit any Collections received by Xxxxxxx Xxxxxxxxxx or its agent into a Lock-Box Account as soon as possible and not later than five (5) Business Days after receipt thereof). The Servicer will (on behalf of the Seller), unless otherwise agreed in writing by the Administrator, instruct each Exception Account Originator, in its capacity as the beneficiary of an Eligible Supporting Letter of Credit, to instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account (other than if the applicable Originator fails to do so and, if an Exception Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Lock-Box 745381243 05109795751949792 00000000 Account) no later than one (1) Business Day following receipt thereof. Except as , the Servicer will, unless otherwise agreed to in writing by the Administrator and Administrator, use all reasonable efforts to cause the Majority Purchasersapplicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account if the applicable Originator fails to do so. Except as permitted pursuant to Section 5.21, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): shall: (i) instruct all Obligors account debtors to make payments of all Receivables Accounts to one or more Lock-Box Depository Accounts or Existing Depository Accounts (subject to the requirement of Section 5.2(k) of the Financing Agreement to have payments of all Accounts made to Depository Accounts within forty-five (45) days of the Closing Date) or to any related post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks banks at which such Depository Accounts or Existing Depository Accounts are maintained to cause all items and amounts relating to such Receivables the Accounts received in any such post office boxes to be removed and deposited into a Lock-Box the appropriate, related Depository Account or Existing Depository Account on a daily basis), ; and (ii) deposit, or cause to be deposited, deposited (A) any Collections and all funds that are received by itany Originator, Werner, the Purchaser or the Servicer in payment of anx xxxxnts owed in respect of such Accounts (including finance charges, interest and all other charges), or applied to amounts owed in respect of such Accounts (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Customer or any Originator other person directly or indirectly liable for the payment of such Accounts and available to be applied thereon) and (B) all other proceeds of such Accounts (the items referred to in clauses (A) and (B) above being referred to herein collectively as "Collections") into Lock-Box Depository Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Lock-Box Each Depository Account shall at all times be subject to a Lock-Box Agreement; providedDepository Account Control Agreement (and, however, that so long as from the Exception Account Conditions Closing Date up until the date on which all Accounts are then satisfied with respect made payable to an Exception Account, such Exception Account need Depository Accounts (which date shall not be subject more than forty-five days after the Closing Date), the Existing Depository Accounts will be daily swept into the PNC concentration account in respect of which PNC shall have executed and delivered to the Agent a Lock-Box deposit account control agreement pursuant to and in accordance with Section 2.1(h) of the Financing Agreement). The Seller Servicer will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Depository Account or Existing Depository Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): shall: (i) deposit, or cause to be deposited, any Collections received by it into Lock-Box Accounts not later than one Business Day after receipt thereof, and (ii) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis). The Servicer will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables, (ii) depositsegregate such Collections from other property of the Servicer and the Originators, or cause to be deposited, any (iii) identify Subject Collections received by it, from time to time and (iv) segregate such Subject Collections from other property of the Servicer or any Originator and the Originators. The Servicer shall provide such information with respect to Subject Collections deposited into each Lock-Box Accounts Account as from time to time reasonably requested by the Administrator. For the avoidance of doubt, Subject Collections shall not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account be required to be deposited into a Lock-Box Account and Seller or Servicer may, so long as no Termination Event is then continuing or the Administrator is not then exercising its rights under Section 4.3, at any time transfer Subject Collections from any Lock-Box Account to such Persons entitled to such funds as identified by Seller or Servicer, such transfer to be, without any action of the Administrator, the Purchasers or any Purchaser Group, free and clear of any liens or other rights in such Subject Collections which may have arisen in favor the Administrator, the Purchasers or any Purchaser Group under the Transaction Documents. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and (ii) Subject Collections, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrator or any Purchaser is entitled, with any other funds (other than an Exception Account) no later than one (1) Business Day following receipt thereofSubject Collections). Except as otherwise agreed to in writing by the Administrator and the Majority PurchasersPurchasers or as provided in Section 4.3, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Documents, howeverif a Cease Commingling Event has occurred: (i) within one Business Day following the deposit of any Subject Collections into any Lock-Box Account, the Servicer shall identify the portion of funds deposited into each Lock-Box Account that so long as represent Subject Collections; (ii) on each Business Day, the Exception Account Conditions are then satisfied Servicer shall provide such information with respect to an Exception Account, such Exception Account need not be subject to a Subject Collections deposited into each Lock-Box Agreement. The Seller will not Account as reasonably requested by the Administrator; and (and will not permit iii) the Servicer to) deposit or otherwise credit, or cause or permit shall instruct the obligor of each Subject Receivable to be so deposited or credited, cease remitting payments with respect to all Subject Receivables to any Lock-Box Account cash and to instead remit payments with respect thereto to any other account or cash proceeds lock-box (other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any a Lock-Box Account so long as (xor any other account owned by the Seller) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating from time to time identified to such Excluded Receivables to cease making payments to obligor; and (iv) that portion of the funds deposited into each Lock-Box Accountsrepresenting Subject Collections shall be transferred to such Persons entitled to such funds as identified by Seller or Servicer.

Deposits to Lock-Box Accounts. The Seller Borrower shall (or shall cause the Servicer to): (i) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof, and (ii) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Account Banks have access (and shall instruct the Lock-Box Account Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis). The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) deposit, or cause segregate such Collections from other property of the Servicer and the Originators. The Borrower shall not permit funds other than Collections on Pool Receivables to be deposited, deposited into any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account to a Account. If such funds are nevertheless deposited into any Lock-Box Account Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrator or any Lender is entitled, with any other funds. The Borrower shall ensure that no disbursements are made from any Lock-Box Account, other than an Exception Account) no later than one (1) Business Day following receipt thereofsuch disbursements that are made at the direction and for the account of the Borrower. Except as otherwise agreed to in writing by the Administrator and the Simple Majority Purchasersof the Lenders or as provided in Section 9.03, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): shall: (i) deposit, or cause to be deposited, any Collections received by it into Lock-Box Accounts not later than one Business Day after receipt thereof, and (ii) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Account Banks have access (and shall instruct the Lock-Box Account Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis). The Servicer will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) deposit, or cause segregate such Collections from other property of the Servicer and the Originators. The Servicer shall not permit funds other than Collections on Pool Receivables to be deposited, deposited into any Collections received by itLock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any Originator into other Person to commingle Collections or other funds to which the Administrator or any Lender is entitled, with any other funds. The Servicer shall ensure that no disbursements are made from any Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuingAccount, directly transfer all Collections received in each Exception Account to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereofsuch disbursements that are made at the direction and for the account of the Borrower. Except as otherwise agreed to in writing by the Administrator and the Simple Majority Purchasersof the Lenders or as provided in Section 9.03, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.

Deposits to Lock-Box Accounts. The Subject to Section 5.21, the Seller shall (or shall cause the Servicer to): (i) instruct all Obligors (or in the case of Peabody Coppabella, its agent) to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one two (2) Business Day Days after receipt thereof and (iii) if a Termination Event has occurred and is continuingor in the case of Peabody Coppabella, directly transfer all cause Peabody Coppebella or its agent to deposit any Collections received in each Exception Account to by Xxxxxxx Xxxxxxxxxx or its agent into a Lock-Box Account (other than an Exception Account) no as soon as possible and not later than one five (15) Business Day following Days after receipt thereof). Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided. The Seller will, howeverunless otherwise agreed in writing by the Administrator, that so long instruct each Originator, in its capacity as the Exception Account Conditions are then satisfied with beneficiary (or prospective beneficiary) of an Eligible Supporting Letter of Credit, to instruct the related Eligible Supporting Letter of Credit Provider to make payments in respect to an Exception Account, of Eligible Supporting Letters of Credit issued (or confirmed by) such Exception Account need not be subject Eligible Supporting Letter of Credit Provider directly to a Lock-Box AgreementAccount if the Servicer fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Lock-Box Account, the Seller will, unless otherwise agreed in writing by the Administrator, use all reasonable efforts to cause the applicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account if the Servicer fails to do so. The Subject to Section 5.21, the Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.. 745381243 05109795751949792 05109795

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): (i) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof, and (ii) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis). The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables, (ii) depositsegregate such Collections from other property of the Servicer and the Originators, or cause to be deposited, any (iii) identify Subject Collections received by it, from time to time and (iv) segregate such Subject Collections from other property of the Servicer and the Originators. The Seller (or any Originator the Servicer on its behalf) shall provide such information with respect to Subject Collections deposited into each Lock-Box Accounts Account as from time to time reasonably requested by the Administrator. For the avoidance of doubt, Subject Collections shall not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account be required to be deposited into a Lock-Box Account and Seller or Servicer may, so long as no Termination Event is then continuing or the Administrator is not then exercising its rights under Section 4.3, at any time transfer Subject Collections from any Lock-Box Account to such Persons entitled to such funds as identified by Seller or Servicer, such transfer to be, without any action of the Administrator, the Purchasers or any Purchaser Group, free and clear of any liens or other rights in such Subject Collections which may have arisen in favor the Administrator, the Purchasers or any Purchaser Group under the Transaction Documents. The Seller shall not permit funds other than (i) Collections on Pool Receivables and (ii) Subject Collections, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrator or any Purchaser is entitled, with any other funds (other than an Exception Account) no later than one (1) Business Day following receipt thereofSubject Collections). Except as otherwise agreed to in writing by the Administrator and the Majority PurchasersPurchasers or as provided in Section 4.3, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Documents, howeverif a Cease Commingling Event has occurred: (i) within one Business Day following the deposit of any Subject Collections into any Lock-Box Account, the Seller (or the Servicer on its behalf) shall identify the portion of funds deposited into each Lock-Box Account that so long as represent Subject Collections; (ii) on each Business Day, the Exception Account Conditions are then satisfied Seller (or the Servicer on its behalf) shall provide such information with respect to an Exception Account, such Exception Account need not be subject to a Subject Collections deposited into each Lock-Box Agreement. The Account as reasonably requested by the Administrator; and (iii) the Seller will not (and will not permit or the Servicer toon its behalf) deposit or otherwise credit, or cause or permit shall instruct the obligor of each Subject Receivable to be so deposited or credited, cease remitting payments with respect to all Subject Receivables to any Lock-Box Account cash and to instead remit payments with respect thereto to any other account or cash proceeds lock-box (other than Collections; provided that the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited or credited to any a Lock-Box Account so long as (xor any other account owned by the Seller) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating from time to time identified to such Excluded Receivables to cease making payments to obligor; and (iv) that portion of the funds deposited into each Lock-Box Accountsrepresenting Subject Collections shall be transferred to such Persons entitled to such funds as identified by Seller or Servicer.

Deposits to Lock-Box Accounts. The Seller shall will (or shall cause will arrange pursuant to the Servicer Purchase Agreements for the Originators to): (i) instruct all Obligors to make remit all their payments in respect of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access Accounts. If the Seller shall receive any Collections directly, it shall immediately (and shall instruct in any event within two Business Days) deposit the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account same to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that Collections of Receivables. Notwithstanding the immediately preceding sentence, the Seller may deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections of Receivables (“Out-of-Program Collections”), provided that (i) collections relating Seller shall use reasonable commercial efforts to Excluded Receivables instruct Obligors to, as soon as possible, cease paying Out-of-Program Collections into a Lock-Box Account and in lieu thereof to pay Out-of-Program Collections to an account other than a Lock-Box Account, (ii) effective as of July 31, 2009, (A) no Out-of-Program Collections shall be deposited into any Lock-Box Account other than the Lock-Box Account designated for the receipt of Collections on Receivables originated by Trane U.S., and (B) the aggregate amount of such other collections Out-of Program Collections submitted to such Lock-Box Account in any calendar month may not relating exceed an amount equal to 0.75% of the aggregate Collections of Receivables as during such month, and (iii) all Out-of-Program Collections submitted to any Lock-Box Account shall be identifiable to the Administrator may approve satisfaction of Program Agent in writing, in each case, to be so its sole discretion. If any Out-of-Program Collections are deposited or credited to any Lock-Box Account, the Seller shall transfer such Out-of-Program Collections to an account of the Seller or the Originator other than the Lock-Box Accounts, or shall cause such Out-of-Program Collections to be so transferred, promptly and in any event within two Business Days of the deposit or credit thereof to the applicable Lock-Box Account. Notwithstanding anything to the contrary set forth in this Section 5.01(h), it shall not be a breach of this Section 5.01(h) if Out-of-Program Collections are deposited into a Lock-Box Account so long as solely to the extent that (x) the amount of such collections does not exceed $15,000,000 for deposits have been made in error and by any calendar month Obligor with respect to whom Seller has used reasonable commercial efforts to instruct such Obligor to cease paying such Out-of-Program Collections into a Lock-Box Account and in lieu thereof to pay such Out-of-Program Collections to an account other than a Lock-Box Account, and (y) the Administrator has not requested in writing that Seller shall transfer such Out-of-Program Collections to an account of the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Seller or an Originator other than the Lock-Box AccountsAccounts or shall cause such Out-of-Program Collections to be so transferred, promptly and in any event within two Business Days of the deposit or credit thereof to the applicable Lock-Box Account.

Deposits to Lock-Box Accounts. The Seller shall (or shall cause the Servicer to): (i) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception the Frost Bank Lock-Box Account to a Lock-Box Account (other than an Exception the Frost Bank Lock-Box Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are Frost Bank Condition is then satisfied with respect to an Exception Accountsatisfied, such Exception the Frost Bank Lock-Box Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections; provided that . (d) Section 2(h) of Exhibit IV to the Seller may permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as Agreement is hereby replaced in its entirety with the Administrator may approve in writing, in each case, to be so deposited or credited to any Lock-Box Account so long as (x) the amount of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accounts.following:

Deposits to Lock-Box Accounts. The Seller shall (or and AAR shall, and shall cause each of the Servicer Originators to): , (i) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any Collections received by it, the Servicer or any Originator the Originators into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided. Neither the Seller nor AAR shall, howeveror shall permit any of the Originators to, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections, and if such funds are nevertheless deposited into any such Lock-Box or account, the Seller and AAR shall, or shall cause the Servicer or the applicable Originator to, promptly identify such funds for segregation therefrom; it being acknowledged however that without limiting the other requirements of this paragraph (k) (including the obligation of the Seller, the Servicer and the Originators to provide payment instructions to the Obligors, and to promptly segregate any payments not constituting Collections), that certain payments not constituting Collections will continue to made to the Lock-Box Bank by Obligors either in disregard of the payment instructions or in combined payments of funds attributable to Collections and non-collections, and provided that the Seller may and the Servicer otherwise comply with the terms hereof, such remittances shall not constitute a breach of this provision. Neither the Seller nor AAR shall, or shall permit (i) collections relating to Excluded Receivables and (ii) such other collections not relating to Receivables as the Administrator may approve in writingany Originator to, in each case, to be so deposited terminate any Lock-Box Bank or credited to close any Lock-Box Account so long as unless the Agent shall have received at least thirty (x30) the amount days prior notice of such collections does not exceed $15,000,000 for any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box Accountstermination.

Deposits to Lock-Box Accounts. The Seller Originators shall (or shall cause the Servicer to): (i) instruct all relevant Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any Collections received by it, them or the Servicer or any Originator into Lock-Box Accounts not later than one Business Day after receipt thereof and (iii) if a Termination Event has occurred and is continuing, directly transfer all Collections received in each Exception Account to a Lock-Box Account (other than an Exception Account) no later than one (1) Business Day following receipt thereof. Except as otherwise agreed to in writing by the Administrator and the Majority Purchasers, each Each Lock-Box Account shall at all times be subject to a Lock-Box Agreement; provided, however, that so long as the Exception Account Conditions are then satisfied with respect to an Exception Account, such Exception Account need not be subject to a Lock-Box Agreement. The Seller Originators will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections, and if such funds are nevertheless deposited into any such Lock-Box or account, the Originators will promptly identify such funds for segregation therefrom; it being acknowledged however that without limiting the other requirements of this paragraph (k) (including the obligation of the Company, the Servicer and the Originators to provide payment instructions to the Obligors, and to promptly segregate any payments not constituting Collections), that certain payments not constituting Collections will continue to made to the Lock-Box Bank by Obligors either in disregard of the payment instructions or in combined payments of funds attributable to Collections and non-collections, and provided that the Seller may permit (i) collections relating to Excluded Receivables Originators and (ii) the Servicer otherwise comply with the terms hereof, such other collections remittances shall not relating to Receivables as the Administrator may approve in writing, in each case, to be so deposited constitute a breach of this provision. The Originators shall not terminate any Lock-Box Bank or credited to close any Lock-Box Account so long as unless the Company shall have received at least thirty (x30) the amount days prior notice of such collections does termination. Each Originator hereby grants to the Company (who may further grant to another Person) an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Originator or transmitted or received by the Company (whether or not exceed $15,000,000 for from such Originator) in connection with any calendar month and (y) the Administrator has not requested in writing that the Servicer direct obligors relating to such Excluded Receivables to cease making payments to Lock-Box AccountsReceivable.