Common use of Lock-Box Accounts Clause in Contracts

Lock-Box Accounts. (a) The Program Agent hereby acknowledges (i) that the U.S. Originators will deliver to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts. (b) The U.S. Originators, the Seller, the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

Lock-Box Accounts. (a) The Program Agent hereby acknowledges (i) that the U.S. Originators will deliver to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts. (b) The U.S. Originators, the Seller, the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

Lock-Box Accounts. (a) The Program Agent hereby acknowledges On or before the Closing Date pursuant to the terms of the Cash Management Agreement and the Jekyll Island Cash Management Agreement, as applicable, Eligible Accounts shall be established in the name of Lender, as secured party hereunder, to serve as (i) that the U.S. Originators will deliver to "Lock Box Account" (said account, and any account replacing the Bank Agent each Subordinated Note as security for same in accordance with this Loan Agreement and the Bank Claim Cash Management Agreement, the "LOCK BOX ACCOUNT"); and (ii) thatthe "Jekyll Island Lock Box Account" (said account, following and any account replacing the same in accordance with this Loan Agreement and the Jekyll Island Cash Management Agreement, the "JEKYLL ISLAND LOCK BOX ACCOUNT"), and the depositary institution in which the Lock Box Account and the Jekyll Island Lock Box Account are maintained, the "LOCK BOX ACCOUNT BANK"). The Lock Box Account and the Jekyll Island Lock Box Account shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer); and except as expressly provided hereunder and/or in the Cash Management Agreement and/or in the Jekyll Island Cash Management Agreement, the Borrowers shall not have any right to control or direct the investment or payment of funds therein during the continuance of an Event of Default. Lender may elect to change any financial institution in which the Lock Box Account and the Jekyll Island Lock Box Account shall be maintained if such institution is no longer an Eligible Bank, upon not less than five (5) Business Days' notice to the Program Agent that an Event of Default has occurred Borrowers. The Lock Box Account and is continuing under the Bank Loan Documents, the Bank Agent Jekyll Island Lock Box Account shall be entitled deemed to Collections of Unsold Receivables contain such sub-accounts as Lender may designate ("SUB-ACCOUNTS"), which may be deposited in the Lock-Box maintained as separate ledger accounts and need not be separate Eligible Accounts. The Program Agent agrees, Sub-Accounts shall include the following such notice, to notify (as more particularly described in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts. (b) The U.S. Originators, the Seller, the Program Agent Cash Management Agreement and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold ReceivablesJekyll Island Cash Management Agreement. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

Lock-Box Accounts. (a) The Program Agent hereby acknowledges Borrower shall maintain lock box bank accounts (ithe "Lock Box Accounts") that the U.S. Originators will deliver in accordance with lock box agreements and arrangements which shall be satisfactory to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited hereunder in the Lock-name of the Agent with the Agent or an Affiliate of the Agent to be designated as the Lock Box Accounts. The Program Agent agreesLock Box Accounts on the Closing Date are identified on Schedule 9.05 hereto. The Borrower shall instruct its customers to remit payment of all Accounts on which such customers are debtors directly to the Lock Box Account, following such notice, and the Borrower shall promptly deposit in the Lock Box Accounts all amounts nevertheless or otherwise remitted to notify (in such form as is provided the Borrower on the Accounts and all other amounts received by the Bank Agent and is reasonably acceptable Borrower, whether from a disposition of assets or otherwise, on or after the Closing Date. Notwithstanding anything to the Program Agent) contrary in this Financing Agreement or in any lock box agreements, in the Lock-Box Banks of event there are no Revolving Loans, or there are Revolving Loans in an amount less than amounts then contained in the Bank Agent’s interest in and to such Lock-Lock Box Accounts, as the case may be, the Agent shall remit directly to the Borrower for working capital purposes and not as a Revolving Loan hereunder any funds in order the Lock Box Account in excess of the sum of the (x) then outstanding Revolving Loans and (y) the maximum amount drawable under outstanding Letters of Credit (to perfect the Bank Agent’s interest in such Lock-Box Accountsextent not already deemed a Revolving Loan hereunder). (b) The U.S. OriginatorsOn or prior to the Closing Date, the SellerBorrower shall have established the Lock Box Accounts required by the Agent pursuant to agreements and subject to terms satisfactory to Agent, into which the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property Proceeds shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in disputedeposited. (c) The Program Agent shall credit (based on two collection Business Days) all amounts deposited in the Lock Box Accounts created under this Financing Agreement pursuant to this Section 9.05 which are "good funds" in New York City to the repayment of Revolving Loans and to the repayment of other outstanding Obligations due and payable from time to time. The Lock Box Accounts created under this Financing Agreement are, and shall remain, under the sole dominion and control of the Agent. Subject to subsection (a) above, the Borrower acknowledges and agrees that it will not cause (A) the Servicer Borrower has no right of withdrawal from any Lock Box Account and (B) the funds on deposit in any Lock Box Account shall continue to be replaced by a successor servicer unless such successor servicer has acknowledged Collateral for all of the terms of this Agreement and agreed to be bound herebyObligations.

Lock-Box Accounts. (a) The Program Agent hereby acknowledges On or before the Closing Date, pursuant to the terms of the Cash Management Agreement and the Jekyll Island Cash Management Agreement, as applicable, Eligible Accounts shall be established in the name of Lender, as secured party hereunder, to serve as (i) that the U.S. Originators will deliver to "Lock Box Account" (said account, and any account replacing the Bank Agent each Subordinated Note as security for same in accordance with this Loan Agreement and the Bank Claim Cash Management Agreement, the "LOCK BOX ACCOUNT"); and (ii) thatthe "Jekyll Island Lock Box Account" (said account, following and any account replacing the same in accordance with this Loan Agreement and the Jekyll Island Cash Management Agreement, the "JEKYLL ISLAND LOCK BOX ACCOUNT"), and the depositary institution in which the Lock Box Account and the Jekyll Island Lock Box Account are maintained, the "LOCK BOX ACCOUNT BANK"). The Lock Box Account and the Jekyll Island Lock Box Account shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer); and except as expressly provided hereunder and/or in the Cash Management Agreement and/or in the Jekyll Island Cash Management Agreement, the Borrowers shall not have any right to control or direct the investment or payment of funds therein during the continuance of an Event of Default. Lender may elect to change any financial institution in which the Lock Box Account and the Jekyll Island Lock Box Account shall be maintained if such institution is no longer an Eligible Bank, upon not less than five (5) Business Days' notice to the Program Agent that an Event of Default has occurred Borrowers. The Lock Box Account and is continuing under the Bank Loan Documents, the Bank Agent Jekyll Island Lock Box Account shall be entitled deemed to Collections of Unsold Receivables contain such sub-accounts as Lender may designate ("SUB-ACCOUNTS"), which may be deposited in the Lock-Box maintained as separate ledger accounts and need not be separate Eligible Accounts. The Program Agent agrees, Sub-Accounts shall include the following such notice, to notify (as more particularly described in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts. (b) The U.S. Originators, the Seller, the Program Agent Cash Management Agreement and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as followsJekyll Island Cash Management Agreement: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

Lock-Box Accounts. The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule II hereto (a) The Program Agent hereby acknowledges (i) that the U.S. Originators will deliver or at such other Lock-Box Banks and/or with such other Lock-Box Accounts as have been notified to the Bank Administrative Agent each Subordinated Note as security and for the Bank Claim which Lock-Box Agreements have been executed in accordance with Section 4.02 hereof and (ii) that, following notice delivered to the Program Agent that an Event of Default has occurred Collection Agent). All Obligors and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled Financing Parties have been instructed to make payment to a Lock-Box Account and only Collections of Unsold Receivables which may be are deposited in into the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Each Lock-Box Banks Account is a "deposit account" within the meaning of the Bank Agent’s interest in and to applicable UCC, the Administrative Agent has "control" over such Lock-Box AccountsAccount within the meaning of the applicable UCC, and (other than De Minimis Tax Liens that are released within ninety (90) days of discovery thereof by the applicable Originator) there are no Adverse Claims in order to perfect the Bank Agent’s interest in such respect of any Lock-Box Accounts. Accounts or in respect of any amounts on deposit therein. (bq) Nonconsolidation . The U.S. OriginatorsTransferor is operated in such manner that the separate corporate existence of the Transferor, on the one hand, and Tech Data or any Affiliate thereof, on the other hand, shall not be disregarded and, without limiting the generality of the foregoing: (i) the Transferor is a limited purpose corporation whose activities are restricted in its Certificate of Incorporation to activities related to purchasing or otherwise acquiring receivables and related property (including the Pool Receivables and the Related Security) and related assets and rights and conducting any related or incidental business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents; (ii) the Transferor has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has the Transferor entered into any agreement other than this Agreement, the Sellerother Transaction Documents to which it is a party, and with the Program prior written consent of each Class Agent and the Bank Agent hereby agree Administrative Agent, any other agreements necessary to carry out more effectively the provisions and purposes hereof or thereof; (iii) (A) the Transferor maintains its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions, (B) the funds of the Transferor are not and have not been diverted to any other Person or for other than the corporate use of the Transferor (subject to the following clause (C) ) and (C), except as may be expressly permitted by this Agreement or the other Transaction Documents, the funds of the Transferor are not and have not been commingled with those of any of its Affiliates; (iv) to the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing are fairly allocated to or among 98 70 Redline 42 the Transferor and such entities for whose benefit the goods and services are provided, and each of the Transferor and each such entity bears its fair share of such costs; and all Collections or other proceeds received on account material transactions between the Transferor and any of Purchased Property its Affiliates shall be paid or delivered to only on an arm's-length basis; (v) the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim Transferor maintains a principal executive and that, following notice from the Bank Agent that an Event of Default has occurred administrative office through which its business is conducted and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, a telephone number and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivablesstationery, if any, through which all business correspondence and communication are designated by conducted, in each case separate from those of Tech Data and its Affiliates; (vi) the Transferor conducts its affairs strictly in accordance with its certificate of incorporation and observes all necessary, appropriate and customary corporate formalities, including (A) holding all regular and special stockholders' and directors' meetings appropriate to authorize all corporate action (which, in the case of regular stockholders' and directors' meetings, are held at least annually), (B) keeping separate and accurate minutes of such Obligor by reference meetings, (C) passing all resolutions or consents necessary to the applicable invoice as the Receivables authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts; (vii) all decisions with respect to which such payments should be applied. In the absence of such designation after reasonable efforts its business and daily operations are independently made by the U.S. Originators to obtain such designationTransferor (although the officer making any particular decision may also be an employee, such payments officer or director of an Affiliate of the Transferor) and are not dictated by any Affiliate of the Transferor; (viii) the Transferor acts solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Transferor shall be applied against appointed to act as its agent, except as expressly contemplated by this Agreement; (ix) no Affiliate of the oldest outstanding Receivables or portion thereof owed by such Obligor Transferor advances funds to the extent Transferor, other than as is otherwise provided herein or in each case the other Transaction Documents, and no Affiliate of the Transferor otherwise supplies funds to, or guaranties debts of, the Transferor; provided , however , that such Receivable an Affiliate of the Transferor may provide funds or portion thereof other assets to the Transferor in connection with the capitalization of the Transferor; (x) other than organizational expenses and as expressly provided herein and in the other Transaction Documents, the Transferor pays all expenses, indebtedness and other obligations incurred by it; (xi) the Transferor does not guarantee, and is not in dispute. otherwise liable, with respect to any obligation of any of its Affiliates; (cxii) The Program Agent agrees that it will not cause any financial reports required of the Servicer to Transferor comply with generally accepted accounting principles and are issued separately from, but may be replaced by a successor servicer unless such successor servicer has acknowledged the terms consolidated with, any reports prepared for any of this Agreement and agreed to be bound hereby.its Affiliates; 98 70 Redline 43

Lock-Box Accounts. Subject to the next sentence, all Lock Box Agreements shall provide that the Agent may at any time give notice (which notice, in the case of all Borrowers other than the UK Borrower and the Irish Borrower, shall only be given by the Agent during the continuance of an Event of Default) to the Lock Box Bank to transfer from time to time all amounts deposited in the Lock Box Accounts to the Agent. Notwithstanding the immediately preceding sentence, until such time as the Company delivers the financial statements required by subsection 9.4(a) for the 2001 fiscal year demonstrating compliance with the financial covenants contained in Sections 10.13 and 10.14 hereof tested as of the end of such fiscal year, all amounts deposited in the Lock Box Accounts maintained by the Company shall be transferred to the Agent on a daily basis and applied as set forth below. At such time as amounts deposited in the Lock Box Accounts maintained by the Company are no longer required to be transferred to the Agent on a daily basis as provided in the immediately preceding sentence, the Agent, the Company and the relevant Lock Box Banks shall enter into new Lock Box Agreements with respect to such Lock Box Accounts substantially in the form of the Lock Box Agreements entered into by the Company on or about the Closing Date except that transfers of amounts deposited in such Lock Box Accounts to the Agent shall only be made after notice by the Agent to the relevant Lock Box Bank as referred to in the first sentence of this subsection 6.16 (which notice shall only be given by the Agent during the continuance of an Event of Default). Any amounts received by the Agent pursuant to a Lock Box Agreement after such notice has been given (or in the case of the second preceding sentence for which no notice need be given, when received by the Agent) shall be applied: (a) The Program Agent hereby acknowledges (i) that in the U.S. Originators will deliver case of amounts owing to the Bank Agent each Subordinated Note as security for Company or any of its Domestic Subsidiaries, first, to repay any then outstanding Domestic Swing Line Loans, second, to repay any then outstanding Domestic Revolving Credit Loans, third, to cash collateralize any then outstanding Domestic Letters of Credit, and fourth, to pay any other amounts owing by the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing Company under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts.; (b) The U.S. Originators, in the Seller, the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account case of Purchased Property shall be paid or delivered amounts owing to the Program Agent for application in accordance with UK Borrower, first, to repay any then outstanding UK Revolving Credit Loans, second, to pay any Reimbursement Obligations owing by the terms UK Borrower, third to cash collateralize any then outstanding UK Letters of Credit and fourth, to pay any other amounts owing by the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing UK Borrower under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute.; (c) The Program Agent in the case of amounts owing to the German Borrower, first, to repay any then outstanding German Revolving Credit Loans and second, 105 to pay any other amounts owing by the German Borrower under the Loan Documents; (d) in the case of amounts owing to the Irish Borrower, first, to repay any then outstanding Irish Revolving Credit Loans and second, to pay any other amounts owing by the Irish Borrower under the Loan Documents; and (e) in the case of amounts owing to the Canadian Borrower, first, to pay any Reimbursement Obligations owing by the Canadian Borrower, second, to cash collateralize the Canadian Letter of Credit and third, to pay any other amounts owing by the Canadian Borrower under the Loan Documents. Each Borrower hereby acknowledges and agrees that it will not cause all fees and expenses incurred by the Servicer Agent, any Lender or any Borrower with regard to a Lock Box Agreement, the lock boxes established pursuant thereto and any concentration accounts established in connection therewith shall be replaced by a successor servicer unless the obligation of the Company (or if the relevant Lock Box Agreement, lock box or concentration account relates to another Borrower, such successor servicer has acknowledged the terms of this Agreement and agreed to be bound herebyBorrower).

Lock-Box Accounts. (a) The Program Agent hereby acknowledges (i) that the U.S. Originators will deliver Prior to the ClosingFirst Amendment Effective Date, the Sellers shall have entered into Lock-Box Agreements (or, with respect to European and Singapore Accounts, Account Pledge Agreements) covering each Lock-Box Account listed on Schedule II with all of the Lock-Box Banks, and shall have delivered fully executed copies thereof to the Agent. All Lock-Box Accounts (other than European and Singapore Accounts and Excluded Accounts) shall be maintained in the name of a Seller. Each German Account shall be maintained in the name of a Seller or an Originator. Each UKEuropean and Singapore Account shall be maintained in the name of a Seller or an Originator. Each Excluded Account may be maintained in the name of an Originator or a Seller. The Sellers and the Servicers shall have directed (and shall continue to direct) each Lock-Box Bank to cause all Collections received in the applicable Lock-Box Accounts to be automatically (and without further action, notice to or consent of any Seller or Servicer) wire transferred to a Collection Account within one (1) Business Day following the receipt thereof into such Lock-Box Account; provided that, BMO Account Collections need not be transferred to a Collection Account; provided, further, that Excluded Account Collections need not be transferred automatically to a Collection Account and, instead, the Applicable Servicer shall cause Excluded Account Collections to be deposited in a Collection Account within one (1) Business Day following the receipt thereof in an Excluded Account. The Agent each Subordinated Note as security (for the Bank Claim benefit of the Purchaser) shall have sole dominion and control over each Lock-Box Account (iiother than the Excluded Accounts) thattogether with the ability, following notice in the circumstances contemplated by Section 4.3(d), to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documentsexercise all rights with respect thereto, including without limitation, the Bank Agent exclusive right to receive all Collections deposited therein. Unless otherwise provided for in this Section 4.3(a), neither the Sellers nor the Servicers shall be entitled have any ability to control or direct the application of any Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is ; provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts. (b) The U.S. Originators, the Seller, the Program Agent and the Bank Agent hereby agree that all Collections unless a Termination Event or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Unmatured Termination Event of Default has occurred and is continuing under the Bank Loan Documentscontinuing, all Collections or other proceeds received on account of Unsold Receivables shall continue to be paid or delivered automatically transferred to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree Collection Accounts as follows: (i) All payments made by an Obligor which is obligated required pursuant to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivablesthis Section 4.3(a). (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

Lock-Box Accounts. (a) The Program Lender Agent, on behalf of itself and each of the Lenders, hereby releases, relinquishes and disclaims any and all of its right, title and interest in, to and under each of the Lock-Box Accounts, which release shall become effective with respect to each such LockBox Account upon the effectiveness of the corresponding "Lock-Box Agreement" (as such term is defined in the Originator Sale Agreement) in favor of the Finco and the Deal Agent and relating to such Lock-Box Account; xxxxxded, however, that each of the Originators, the Purchasers and the Purchaser Agent hereby acknowledges (i) that the U.S. Originators will deliver to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Lender Agent shall be entitled to have a senior security interest in Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Purchaser Agent agrees, following such noticeupon the Lender Agent's request from and after the Purchase Termination Date, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Lender Agent’s 's interest in and to such Lock-Box Accounts, Accounts in order to perfect the Bank Lender Agent’s 's interest in such Lock-Box Accounts as against the Lock-Box Banks. (b) Each of the Originators, the Purchasers and the Lender Agent hereby acknowledges and agrees that the Purchasers own the Purchased Receivables, and shall be entitled to Collections or other proceeds received on account of the Purchased Receivables which may be deposited in the Lock-Box Accounts. (bc) The U.S. Originators, the Seller, the Program Agent Purchasers and the Bank Lender Agent hereby agree that all Collections or other proceeds received on account of Purchased Property Receivables shall be paid or delivered to the Program Agent Purchasers for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Lender Agent for application against the Bank Claim until the same shall have been paid in full in cashLender Claim. For purposes of determining whether specific Collections have been received on account of Purchased Property Receivables or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, Receivables and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in disputeObligor. (cd) The Program Subject to the second sentence of this Section 2.4(d), each of the Finco and the Purchaser Agent agrees that it will shall transfer priox xxxership and control over the Lock-Box Accounts to the Lender Agent upon the Collection Date; provided, however, that any Collections of Purchased Property which are then on deposit in the Lock-Box Account and are not cause the Servicer required to be replaced by paid to the Lender Agent pursuant to Section 2.3(b) above shall be delivered to the Finco before the foregoing transfer of ownership and control of xxx Xock-Box Accounts. Any such transfer shall be without representation, recourse or warranty of any kind on the part of the Purchaser Agent. Notwithstanding any such transfer, all Collections and other proceeds subsequently deposited into the Lock-Box Accounts on account of the Purchased Property shall continue to be delivered and applied as provided in Section 2.3(b) above. (e) In order to effect more fully the provisions of this Agreement, each Agent hereby agrees that neither Agent shall, without the consent of the other Agent, send any notices to the Obligors directing them to remit Collections of any Receivables other than to a successor servicer unless Lock-Box Account except as may be necessary in connection with the enforcement of any delinquent or defaulted Receivable as against the Obligor thereof (in which case, the Agent receiving such successor servicer has acknowledged Collections shall deliver and apply such Collections in accordance with the terms of this Agreement and agreed to be bound hereby.Section 2.3

Lock-Box Accounts. (a) The Program Agent hereby acknowledges (i) that the U.S. Originators will deliver to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts. (b) . The U.S. Originators, the Seller, the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

Lock-Box Accounts. (a) The Program Lender Agent, on behalf of itself and each of the Lenders, hereby releases, relinquishes and disclaims any and all of its right, title and interest in, to and under each of the Lock-Box Accounts, which release shall become effective with respect to each such Lock-Box Account upon the effectiveness of the corresponding "Lock-Box Agreement" (as such term is defined in the Originator Sale Agreement) in favor of the Finco and the Deal Agent and relxxxxx to such Lock-Box Account; provided, however, that each of the Originator, the Purchasers and the Purchaser Agent hereby acknowledges (i) that the U.S. Originators will deliver to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Lender Agent shall be entitled to have a senior security interest in Receivables Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Purchaser Agent agrees, following such noticeupon the Lender Agent's request from and after the Purchase Termination Date, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Lender Agent’s 's interest in and to such Lock-Box Accounts, Accounts in order to perfect the Bank Lender Agent’s 's interest in such Collections as against the Lock-Box Banks. (b) Each of the Originator, the Purchasers and the Lender Agent hereby acknowledges and agrees that the Purchasers own the Purchased Receivables, and shall be entitled to Receivables Collections or other proceeds received on account of the Purchased Receivables which may be deposited in the Lock-Box Accounts. (bc) The U.S. OriginatorsOriginator, the Seller, the Program Agent Purchasers and the Bank Lender Agent hereby agree that all Receivables Collections or other proceeds received on account of Purchased Property Receivables shall be paid or delivered to the Program Agent Purchasers for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Receivables Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Lender Agent for application against the Bank Claim until the same shall have been paid in full in cashLender Claim. For purposes of determining whether specific Receivables Collections have been received on account of Purchased Property Receivables or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, Receivables and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in disputeObligor. (cd) The Program Subject to the second sentence of this Section 2.4(d), the Purchaser Agent agrees that it will shall transfer prior ownership and control over the Lock-Box Accounts to the Lender Agent upon the Collection Date; provided, however, that any Receivables Collections of Purchased Property which are then on deposit in the Lock-Box Account and are not cause the Servicer required to be replaced by paid to the Lender Agent pursuant to Section 2.3(b) above shall be delivered to the Finco before the foregoing tranxxxx of ownership and control of the Lock-Box Accounts. Any such transfer shall be without representation, recourse or warranty of any kind on the part of the Purchaser Agent. Notwithstanding any such transfer, all Receivables Collections and other proceeds subsequently deposited into the Lock-Box Accounts on account of the Purchased Property shall continue to be delivered and applied as provided in Section 2.3(b) above. (e) In order to effect more fully the provisions of this Agreement, each Agent hereby agrees that neither Agent shall, without the consent of the other Agent, send any notices to the Obligors directing them to remit Receivables Collections of any Receivables other than to a Lock-Box Account except as may be necessary in connection with the enforcement of any delinquent or Defaulted Receivable as against the Obligor thereof (in which case, the Agent receiving such Receivables Collections shall deliver and apply such Receivables Collections in accordance with the terms of Section 2.3). (f) The Lender Agent agrees that it shall not, at any time prior to the Collection Date, exercise any rights it may have under the Loan Documents to send any notices to Obligors (i) informing them of the Lenders' or the Lender Agent's interest in the Receivables, or (ii) directing such Obligors to make payments in any particular manner of any amounts due under the Receivables. The Lender Agent further agrees that, in the event it shall receive payments directly from any Obligor on account of an Unsold Receivable, at any time prior to the Collection Date, it shall immediately forward such payment to the Purchaser Agent (or, if a successor servicer unless Collection Agent has been appointed, to such successor servicer has acknowledged Collection Agent) in order that the Purchaser Agent or Collection Agent, as applicable, may determine whether such payment was, in fact, properly allocated to such Unsold Receivable consistent with the terms of this Agreement and agreed Section 2.4 and, if necessary pursuant to be bound herebythe terms hereof, re-allocate such payment.

Lock-Box Accounts. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Lender, that: all payments made to Borrower 1 Lock Box Accounts are the sole and exclusive property of Lender; they have no right to setoff against Borrower 1 Lock Box Accounts; and they will transfer (a) The Program Agent hereby acknowledges by wire transfer of immediately available funds (b) by acceptance of an ACH Debit or (c) by any other method, immediately available funds in a manner satisfactory to Lender, funds deposited into Borrower 1 Lock Box Accounts (collectively, the “Borrower 1 Collection Accounts”) to Borrower 1 if clause (I) below applies and to Lender if clause (II) below applies on a daily basis in such bank and account as Borrower 1, if clause (I) below applies, and Lender, if clause (II) below applies, shall designate or, in the case of an ACH Debit, as presented for acceptance. All payments made to the Borrower 1 Collection Accounts or otherwise received by the Collecting Banks or Lender, whether on the Accounts Receivable of Borrower 1 or as proceeds of other Collateral or otherwise, shall be under the sole dominion and control of (I) Borrower 1, if both (x) availability under the Borrowing Base 1 is greater than or equal to $5,000,000.00 and (y) no Event of Default exists or will exist with the giving of notice, the passage of time, or both; or (II) Lender, if availability under the Borrowing Base 1 is less than $5,000,000.00 and/or any Event of Default exists or will exist with the giving of notice, the passage of time, or both. Following any time or from time to time clause (II) applies and until such times Lender shall thereafter otherwise direct the Collecting Banks in writing, all payments made to the Borrower 1 Collection Accounts or otherwise received by the Collecting Banks or Lender, whether on the Accounts Receivable of Borrower 1 or as proceeds of other Collateral or otherwise, will be applied on account of Liabilities as Lender shall determine in its commercially reasonable discretion as provided herein. Borrower 1 and its Affiliates shall receive, as trustee for Lender, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts Receivable of Borrower 1or other Collateral which come into the possession or under the control of Borrower 1 or Affiliates and immediately remit, or cause to be remitted, the same in kind to Lender at Lender’s office set forth above. Borrowers shall pay Lender any and all fees, costs and expense which Lender incurs in connection with Borrower 1 Collection Accounts and with collecting any check or item of payment received and/or delivered to any Collecting Bank or Lender on account of Liabilities to Lender. Borrowers shall reimburse Lender for (1) any loss, cost or damages resulting from claims asserted by the Collecting Banks in connection with the Borrower 1 Collection Accounts or any returned or uncollected checks or other items received by the Collecting Banks (unless such loss is attributable to Lender’s gross negligence or willful misconduct) and (2) any amount paid to any Collecting Bank arising out of Lender’s indemnification of such Collecting Banks relating to a Borrower 1 Collection Account. Borrower 1 shall (A) enter into and shall cause all necessary Persons to enter agreements in form and manner satisfactory to Lender to evidence the requirements of this Section 3.3 (A) (individually, a “Borrower 1 Lock Box Agreement” and collectively, the “Borrower 1 Lock Box Agreements”); and (B) commencing on the (i) that the U.S. Originators will deliver Closing Date with respect to the Bank Agent each Subordinated Note as security for the Bank Claim all Account Debtors of Borrower 1 other than with respect to Account Debtors of Borrower 1 owing Vendor Accounts Receivable to Borrower 1; and (ii) thatdate that clause (ii) of the proviso in the first sentence of this Section 3.3(A) applies with respect to Account Debtors of Borrower 1 owing Vendor Accounts Receivable to Borrower 1, following notice direct that payments of such Accounts Receivable of Borrower 1 be remitted directly to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Borrower 1 Lock Box Accounts. (b) The U.S. Originators, the Seller, the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows: (i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute. (c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.