Common use of Lock-Box Account and LC Collateral Account Arrangements Clause in Contracts

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts of each to the Administrative Agent. Upon the occurrence and duringDuring the continuance of an Event of Default or during a Minimum Fixed Charge Ratio Period, the Administrative Agent may (with the consent of the Majority Lenders) and shall (upon the direction of the Majority Lenders) at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer and the Borrower each hereby agreesagree that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties, Servicer and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables and the Servicer and the Borrower hereby further agreesagree to take any other action that the Administrative Agent may reasonably request to transfer such control or to ensure that the Administrative Agent maintains such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01. The Borrower and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, on each Business Day during the Minimum Fixed Charge Ratio Period, so long as the Administrative Agent has taken exclusive dominion and control over each of the Lock-Box Accounts and no Event of Default or Unmatured Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shall, from time to time, be remitted to the Servicer pursuant to Section 4.01(e). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent to the Borrower. The Administrative Agent shall, on each Settlement Date (if such date occurs on or after the Termination Date), remove any available amounts then on deposit in the LC Collateral Account and (i) deposit such amounts into each Lender’s account in accordance with the priorities set forth in Section 4.01(a), to the extent that any amounts are then due and owing after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower.

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed original counterparts of each thereof to the Administrative AgentAdministrator. Upon the occurrence and duringDuring During the continuance of an a Termination Event of Default or Unmatured Termination Event or during a Minimum Fixed Charge Ratio Liquidity Period, the Administrative Agent Administrator may (with the consent of the Majority Lenders) and shall (upon shall, at the direction of the Majority Lenders) Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exercise exclusive ownership dominion and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over each of the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and all funds on deposit therein and (cb) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer Seller and the Borrower Servicer each hereby agreesagree agree that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured Parties, Servicer ) of each Lock-Box Account and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables in such Lock-Box Accounts and the Seller and the Servicer and the Borrower hereby further agreesagree agree to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control or to ensure that the Administrative Agent Administrator maintains such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01Administrator. The Borrower Seller and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, Administrator on each Business Day during the Minimum Fixed Charge Ratio Liquidity Period, so long as the Administrative Agent Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event of Default or Unmatured Termination Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, and after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e1.4(g), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent parties hereto hereby acknowledge that if it at any time takes control of any Lock-Box Accounts, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Purchaser Agents, the Purchasers, any Indemnified Party, any Affected Person or any other Person hereunder or under any other Transaction Document, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). 729565239 15494375 30 The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower Seller hereby grants the Administrative Agent Administrator a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Administrator and at the BorrowerSeller’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent Administrator to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower Seller hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shallmay, from time to time, be remitted to the Servicer pursuant to Section 4.01(e1.4(g). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent Administrator to the BorrowerSeller. The Administrative Agent Administrator shall, on each Settlement Date (if such date occurs on or after the a Termination DateDay), remove any available amounts then on deposit in the LC Collateral Account and (i) deposit such amounts into each LenderPurchaser Agent’s account in accordance with the priorities set forth in Section 4.01(a1.4(d), to the extent that any amounts are then due and owing under clauses first through third of Section 1.4(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower1.4(d).

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed original counterparts of each thereof to the Administrative AgentAdministrator. Upon At all times on and after the occurrence and duringDuring the continuance of an Event of Default or during a Minimum Fixed Charge Ratio PeriodClosing Date, the Administrative Agent may (with the consent of the Majority Lenders) and Administrator shall (upon the direction of the Majority Lenders) at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exercise exclusive ownership dominion and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over each of the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and (c) to take any or all other actions permitted under the applicable Lock-Box Agreementfunds on deposit therein. The Servicer Seller and the Borrower Servicer each hereby agreesagree agree that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured Parties, Servicer and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables and the Servicer Seller and the Borrower Servicer hereby further agreesagree agree to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control or to ensure that the Administrative Agent Administrator maintains such control. Any proceeds Neither the Seller nor any member of Pool Receivables received by the Borrower Arch Group shall have any control over any Lock-Box Account or any right to withdraw or direct the Servicer thereafter shall be sent immediately toAdministrator, any Lock-Box Bank or as otherwise instructed by, the Administrative Agent any other Person to be applied under Section 4.01withdraw any funds on deposit in any Lock-Box Account. The Borrower Seller and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, on each Business Day during the Minimum Fixed Charge Ratio Period, so long as the Administrative Agent has taken exclusive dominion and control over each of the Lock-Box Accounts and no Event of Default or Unmatured Event of Default exists, Administrator to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, and after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e1.4(g), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower Seller hereby grants the Administrative Agent Administrator a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Administrator and at the BorrowerSeller’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent Administrator to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower Seller hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shallmay, from time to time, be remitted to the Servicer pursuant to Section 4.01(e1.4(g). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent Administrator to the BorrowerSeller. The Administrative Agent Administrator shall, on each Settlement Date (if such date occurs on a Termination Day or after the Termination Dateon a date that any Capital is then outstanding), remove any available amounts then on deposit in the Lock-Box Accounts and the LC Collateral Account and (i) deposit such amounts into each LenderPurchaser Agent’s account in accordance with the priorities set forth in Section 4.01(a1.4(d), to the extent that any amounts are then due and owing under clauses first through third of Section 1.4(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower1.4(d).

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts of each thereof to the Administrative AgentAdministrator. Upon the occurrence and duringDuring During the continuance of an a Termination Event of Default or during a Level II Minimum Fixed Charge Ratio Liquidity Period, the Administrative Agent Administrator may (with the consent of the Majority Lenders) and shall (upon shall, at the direction of the Majority Lenders) Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exercise exclusive ownership dominion and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over each of the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and all funds on deposit therein and (cb) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer Seller and the Borrower Servicer each hereby agreesagree agree that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured Parties, Servicer and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables and the Servicer Seller and the Borrower Servicer hereby further agreesagree agree to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control or to ensure that the Administrative Agent Administrator maintains such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01Administrator. The Borrower Seller and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, Administrator on each Business Day during the Level II Minimum Fixed Charge Ratio Liquidity Period, so long as the Administrative Agent Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event of Default or Unmatured Termination Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, and after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e1.4(g), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shall, from time to time, be remitted to the Servicer pursuant to Section 4.01(e). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent Administrator to the BorrowerSeller. The Administrative Agent Administrator shall, on each Settlement Date (if such date occurs on or after the a Termination DateDay), remove any available amounts then on deposit in the LC Collateral Account and (i) deposit such amounts into each LenderPurchaser Agent’s account in accordance with the priorities set forth in Section 4.01(a1.4(d), to the extent that any amounts are then due and owing under clauses first through third of Section 1.4(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower1.4(d).

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts of each thereof to the Administrative AgentAdministrator. Upon At all times on and after the occurrence and duringDuring the continuance of an Event of Default or during a Minimum Fixed Charge Ratio PeriodClosing Date, the Administrative Agent Administrator may (with the consent of the Majority Lenders) and shall (upon shall, at the direction of the Majority Lenders) Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exercise exclusive ownership dominion and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over each of the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and all funds on deposit therein and (cb) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer Seller and the Borrower Servicer each hereby agreesagree agree that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured Parties, Servicer and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables and the Servicer Seller and the Borrower Servicer hereby further agreesagree agree to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control or to ensure that the Administrative Agent Administrator maintains such control. Any Upon the occurrence and during the continuance of any Termination Event, any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01Administrator. The Borrower Seller and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, Administrator on each Business Day during the Minimum Fixed Charge Ratio PeriodDay, so long as the Administrative Agent Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event of Default or Unmatured Termination Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, and after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e1.4(g), to transfer all remaining available amounts to the LC Collateral AccountAccount and the Administrator agrees that so long as no Termination Event or Unmatured Termination Event exists, if applicablethat it shall not direct the application of amounts on deposit in the Lock-Box Accounts in any manner other than as set forth in Sections 1.4(c), (d) and (g) or as otherwise directed by the Seller in a manner permitted under this Agreement. The Administrative Agent Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shall, from time to time, be remitted to the Servicer pursuant to Section 4.01(e). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent Administrator to the BorrowerSeller. The Administrative Agent Administrator shall, on each Settlement Date (if such date occurs on or after the a Termination DateDay), remove any available amounts then on deposit in the LC Collateral Account and (i) deposit such amounts into each LenderPurchaser Agent’s account in accordance with the priorities set forth in Section 4.01(a1.4(d), to the extent that any amounts are then due and owing under clauses first through third of Section 1.4(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower1.4(d).

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts of each to the Administrative Agent. Upon the occurrence and duringDuring During the continuance of an Event of Default or during a Minimum Fixed Charge Ratio Period, the Administrative Agent may (with the consent of the Majority Lenders) and shall (upon the direction of the Majority Lenders) at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer and the Borrower each hereby agreesagree agree that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties, Servicer and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables and the Servicer and the Borrower hereby further agreesagree agree to take any other action that the Administrative Agent may reasonably request to transfer such control or to ensure that the Administrative Agent maintains such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01. The Borrower and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, on each Business Day during the Minimum Fixed Charge Ratio Period, so long as the Administrative Agent has taken exclusive dominion and control over each of the Lock-Box Accounts and no Event of Default or Unmatured Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shall, from time to time, be remitted to the Servicer pursuant to Section 4.01(e). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent to the Borrower. The Administrative Agent shall, on each Settlement Date (if such date occurs on or after the Termination Date), remove any available amounts then on deposit in the LC Collateral ​ ​ Account and (i) deposit such amounts into each Lender’s account in accordance with the priorities set forth in Section 4.01(a), to the extent that any amounts are then due and owing after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower.

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed original counterparts of each thereof to the Administrative AgentAdministrator. Upon the occurrence and duringDuring During the continuance of an a Termination Event of Default or Unmatured Termination Event or during a Minimum Fixed Charge Ratio Liquidity Period, the Administrative Agent Administrator may (with the consent of the Majority Lenders) and shall (upon shall, at the direction of the Majority Lenders) Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exercise exclusive ownership dominion and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over each of the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and all funds on deposit therein and (cb) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer Seller and the Borrower Servicer each hereby agreesagree agree that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured Parties, Servicer ) of each Lock-Box Account and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables in such Lock-Box Accounts and the Seller and the Servicer and the Borrower hereby further agreesagree agree to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control or to ensure that the Administrative Agent Administrator maintains such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01Administrator. The Borrower Seller and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, Administrator on each Business Day during the Minimum Fixed Charge Ratio Liquidity Period, so long as the Administrative Agent Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event of Default or Unmatured Termination Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, and after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e1.4(g), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent parties hereto hereby acknowledge that if it at any time takes control of any Lock-Box Accounts, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Purchaser Agents, the Purchasers, any Indemnified Party, any Affected Person or any other Person hereunder or under any other Transaction Document, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower Seller hereby grants the Administrative Agent Administrator a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Administrator and at the BorrowerSeller’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent Administrator to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower Seller hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shallmay, from time to time, be remitted to the Servicer pursuant to Section 4.01(e1.4(g). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent Administrator to the BorrowerSeller. The Administrative Agent Administrator shall, on each Settlement Date (if such date occurs on or after the a Termination DateDay), remove any available amounts then on deposit in the LC Collateral Account and (i) deposit such amounts into each LenderPurchaser Agent’s account in accordance with the priorities set forth in Section 4.01(a1.4(d), to the extent that any amounts are then due and owing under clauses first through third of Section 1.4(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower1.4(d).

Lock-Box Account and LC Collateral Account Arrangements. Prior to the Closing Date, the Borrower Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed original counterparts of each thereof to the Administrative AgentAdministrator. Upon the occurrence and duringDuring During the continuance of an a Termination Event of Default or Unmatured Termination Event or during a Minimum Fixed Charge Ratio Liquidity Period, the Administrative Agent Administrator may (with the consent of the Majority Lenders) and shall (upon shall, at the direction of the Majority Lenders) Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the Administrative Agent Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exercise exclusive ownership dominion and control of the Lock-Box Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over each of the funds deposited therein for application under Section 4.01, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrative Agent’s instructions for application under Section 4.01 rather than deposited in the applicable Lock-Box Account and all funds on deposit therein and (cb) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Servicer Seller and the Borrower Servicer each hereby agreesagree agree that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured Parties, Servicer and Borrower in accordance with Section 4.01)) of the proceeds (including Collections) of all Pool Receivables and the Servicer Seller and the Borrower Servicer hereby further agreesagree agree to take any other action that the Administrative Agent Administrator may reasonably request to transfer such control or to ensure that the Administrative Agent Administrator maintains such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent to be applied under Section 4.01Administrator. The Borrower Seller and the Servicer hereby irrevocably instruct the Administrative Agent, and the Administrative Agent agrees, Administrator on each Business Day during the Minimum Fixed Charge Ratio Liquidity Period, so long as the Administrative Agent Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event of Default or Unmatured Termination Event of Default exists, to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day as required pursuant to Section 4.01(e) and, and after giving effect to any distributions to the Servicer on such day pursuant to Section 4.01(e1.4(g), to transfer all remaining available amounts to the LC Collateral Account, if applicable. The Administrative Agent parties hereto hereby acknowledge that if it at any time takes control of any Lock-Box Accounts, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Purchaser Agents, the Purchasers, any Indemnified Party, any Affected Person or any other Person hereunder or under any other Transaction Document, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower Seller hereby grants the Administrative Agent Administrator a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Administrator and at the BorrowerSeller’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent Administrator to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Borrower Seller hereunder and under each of the other Transaction Documents to each of the other Secured Parties, it being understood and agreed that certain amounts on deposit in the LC Collateral Account shallmay, from time to time, be remitted to the Servicer pursuant to Section 4.01(e1.4(g). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrative Agent Administrator to the BorrowerSeller. The Administrative Agent Administrator shall, on each Settlement Date (if such date occurs on or after the a Termination DateDay), remove any available amounts then on deposit in the LC Collateral Account and (i) deposit such amounts into each LenderPurchaser Agent’s account in accordance with the priorities set forth in Section 4.01(a1.4(d), to the extent that any amounts are then due and owing under clauses first through third of Section 1.4(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.01(a) and (ii) remit the balance, if any, to the Borrower1.4(d).