Common use of Lock-Box Arrangements Clause in Contracts

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Subject to Section 5.21, prior to the initial purchase hereunderClosing Date, the Seller shall enter have entered into Lock-Box Agreements with all of the Lock-Box Banks and deliver original delivered executed counterparts thereof to the Administrator. Upon During the occurrence of and continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Event, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the 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 (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator all funds on deposit therein and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agrees agree that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agrees agree to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator takes has taken exclusive dominion and control over each of any the Lock-Box Account (Accounts and any such related lock-box)no Termination Event or Unmatured Termination Event exists, the Administrator shall not have instruct the Lock-Box Banks to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day and after giving effect to any rights distributions to the funds therein in excess of the unpaid amounts due Servicer on such day pursuant to Section 1.6(g), to the AdministratorLC Collateral Accounts. The Administrator shall have exclusive dominion and control, including the Issuer or any other Person hereunderexclusive right of withdrawal, and over the LC Collateral Accounts. Amounts, if any, on deposit in the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator shall distribute or cause to be distributed the Seller. The Administrator shall, on each Settlement Date (if such funds date occurs on a Termination Day), remove any available amounts then on deposit in the LC Collateral Accounts and deposit such amounts into each Purchaser Agent’s account in accordance with the priorities set forth in Section 1.6(d), to the extent that any amounts are then due and owing under clauses first through second of Section 1.6(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder1.6(d).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchasers or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance any Termination Event or an Unmatured Termination Event described in paragraph (f) of a Termination EventExhibit V, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, therein (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Issuer, the Seller or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b4.2 (b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Conduit Purchasers or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunderClosing Date, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchaser Agents, the Purchasers or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder (or, in the case of any Lock-Box Accounts maintained at Bank of America National Trust & Savings Association and PNC Bank, National Association, prior to the initial purchase hereunder), the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, therein (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunderClosing Date, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchasers or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, in accordance with Section 1 of Exhibit II, the Originator and the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks Banks, and deliver original counterparts thereof to the AdministratorAgent. Upon Following the occurrence of and continuance of a Termination Event, the Administrator Agent may at any time thereafter give notice to each Lock-Box Bank that the Administrator Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: (ai) to have the exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator Agent and to exercise exclusive dominion and control over the funds deposited therein, (bii) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) be redirected pursuant to the Administrator’s its instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (ciii) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator Agent, at any time time, takes any action set forth in the preceding sentence, the Administrator Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the AdministratorAgent. The parties hereto hereby acknowledge that if at any time the Administrator Agent takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the AdministratorAgent, the Issuer or any other Person hereunder, hereunder and the Administrator shall Agent shall, in the case of collections that is not a Receivable, distribute or cause to be distributed such funds in accordance with Section 4.2(b) hereof (including the proviso thereto) and Article I II hereof (in each case as if such funds were held by the Servicer thereunder). Upon termination of this Agreement in accordance with Section 5.9 hereof, the Agent shall take such actions as are reasonably requested by the Originator and the Seller to terminate and release all of its right, title and interest in and control of the Lock-Box Accounts.

Lock-Box Arrangements. Within 30 days of Before the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) be redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, hereunder 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase Purchase hereunder, the Seller Customer shall enter into Lock-a Lock Box Agreements Agreement with all of Custodian and the Lock-Lock Box Banks Bank, and deliver original counterparts thereof to the AdministratorCustodian. Upon the occurrence of and continuance during the continuation of a Termination Event, and if, at such time, Custodian is not also the Administrator Lock Box Bank, Custodian, at the instruction of the Master Servicer may at any time thereafter give notice to each Lock-the Lock Box Bank that the Administrator Custodian is exercising its rights under the Lock-Lock Box Agreements Agreement to do any or all of the following: (ai) to have the exclusive ownership and control of the Lock-Lock Box Accounts (and the related lock-boxes) transferred to the Administrator Custodian and to continue to exercise exclusive dominion and control over the funds deposited therein, (bii) to have the proceeds that are sent to the respective Lock-Lock Box Accounts (and the respective related lock-boxes) be redirected pursuant to the Administrator’s its instructions rather than deposited in the applicable Lock-Lock Box Account (or sent to the applicable related lock-box)Account, and (ciii) to take any or all other actions permitted under the applicable Lock-Lock Box AgreementAgreement or as owner of the Lock Box Account. The Seller Customer hereby agrees that if the Administrator Custodian, at any time time, takes any action set forth in the preceding sentence, the Administrator Custodian shall have exclusive control of the Receivables and the proceeds (including Collections) of all Pool Receivables and the Seller Customer hereby further agrees to take any other action that the Administrator Custodian may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter Customer shall be sent immediately to Custodian for deposit into the AdministratorCollection Account. The parties hereto hereby acknowledge that if at any time the Administrator Custodian takes control of any Lock-Lock Box Account (and any such related lock-box)Account, the Administrator Custodian shall not have any rights to the funds therein in excess for its own account (other than for the payment of its fees and expenses) such amounts being held as trustee for the unpaid amounts due to the Administrator, the Issuer or any other Person hereunderbenefit of Facility Agent and SunAmerica, and the Administrator Custodian shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) its capacity as Paying Agent under this Agreement and Article I (in each case as if such funds were held by the Servicer thereunder)Paying Agent Agreement.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance continuation of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunderClosing Date, the Seller shall enter have entered into Lock-Box Agreements with all of the Lock-Box Banks and deliver delivered original counterparts thereof to the Administrator. Upon At all times on and after the occurrence of and continuance of a Termination EventClosing Date, the Administrator may at any time thereafter give notice to each Lock-Box Bank that shall exercise exclusive dominion and control (for the Administrator is exercising its rights under the Lock-Box Agreements to do any or all benefit of the following: (aPurchasers) to have the exclusive ownership and control over each of the Lock-Box Accounts (and the related lock-boxes) transferred all funds on deposit therein; provided, that such control shall be subject to the Administrator provisions of Section 1.6(g) and to exercise exclusive dominion and control over amounts on deposit therein shall be applied in accordance with the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited order of priorities set forth in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box AgreementSection 1.6. The Seller Seller, the Servicer and each Sub-Servicer each hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agrees agree to take any other action that the Administrator may reasonably request to transfer ensure that the Administrator maintains such control. Any proceeds of Pool Receivables received by Neither the Seller or the Servicer thereafter nor any Affiliate of Peabody shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at have any time the Administrator takes control of over any Lock-Box Account (and or any such related lock-box), the Administrator shall not have any rights right to the funds therein in excess of the unpaid amounts due to withdraw or direct the Administrator, the Issuer any Lock-Box Bank or any other Person hereunderto withdraw any funds on deposit in any Lock-Box Account. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Seller hereby grants the 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 distribute be made at the option and sole discretion of the Administrator and at the Seller’s risk and expense, such deposits shall not bear interest. Interest or cause profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrator to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Seller hereunder and under each of the other Transaction Documents to each of the other Purchasers, it being understood and agreed that certain amounts on deposit in the LC Collateral Account may, from time to time, be distributed remitted to the Servicer pursuant to Section 1.6(g). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such funds date occurs on a Termination Day or on 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 deposit such amounts into each Purchaser Agent’s account in accordance with the priorities set forth in Section 1.6(d), to the extent that any amounts are then due and owing under clauses first through second of Section 1.6(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder1.6(d).

Lock-Box Arrangements. Within 30 days of Before the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) be redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, hereunder and the Administrator shall distribute or cause to be distributed such funds in accordance with Section SECTION 4.2(b) (including the proviso thereto) and Article I ARTICLE II (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Within 30 60 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original 13 Receivables Purchase Agreement 17 counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, and the Administrator shall promptly 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 Seller hereby agrees to take all actions necessary to ensure that all Lock-Box Accounts are in its name no later than 90 days following the Closing Date.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchasers or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase Purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may (with the consent of a Simple Majority of the Purchasers) or shall (upon the direction of a Simple Majority of the Purchasers) at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchaser Group, any Indemnified Party or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and the Agent and deliver original counterparts thereof to the AdministratorAgent. Upon Seller shall be permitted to change Lock-Box Banks, provided that prior to any such change (and, in any event, prior to any payments flowing into any new such Lock-Box Accounts), the Agent shall have received satisfactory Lock-Box Agreements executed by any such new Lock-Box Banks. At any time after the occurrence of and during the continuance of a Termination Event, the Administrator Agent may at any time thereafter give notice (which notice shall, unless otherwise elected by the Agent in its sole discretion, continue in effect notwithstanding the cure or waiver of any such Termination Event) to each Lock-Box Bank that the Administrator Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following, in each case, without notice to or the consent of, the Seller or any Originator: (a) to have the exclusive ownership and control of the Lock-Box Box-Accounts (and the related lock-boxes) transferred to the Administrator Agent and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the AdministratorAgent’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator Agent at any time takes any action set forth in the preceding sentence, the Administrator Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to, and to cause each Originator to, take any other action that the Administrator Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the AdministratorAgent. The parties hereto hereby acknowledge that if at any time the Administrator Agent takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the AdministratorAgent, the Issuer Purchasers or any other Person hereunder, and the Administrator Agent shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I 1.4 (in each case as if such funds were held by the Servicer thereunder). In any such case, the Agent may, and the Seller shall, and shall cause each Originator to, withhold the identities of the Purchasers from any Lock-Box Bank or any Obligor. In case any authorized signatory of the Seller whose signature shall appear on any Lock-Box Agreement shall cease to have such authority before notice of exercise of the Lock-Box Agreement is given to the applicable Lock-Box Bank, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such delivery. In the event that the Agent shall then be receiving disbursements from a Lock-Box Account, whether because it is then the Servicer hereunder or because it has exercised its rights under any applicable Lock-Box Agreements or for any other reason, the Agent shall promptly remit to the Seller any amounts received by it from a Lock-Box Bank (i) upon its receipt of evidence reasonably satisfactory to it that such amounts do not constitute Collections with respect to Pool Receivables and (ii) to the extent of the Seller’s residual interest, if any, therein after accounting for each Purchased Interest. In determining whether the Seller has, in any instance, presented reasonably satisfactory evidence of its ownership of items that do not constitute Collections, the Agent shall be entitled to the presumption that, in respect of any collections or other items for which the remitting Obligor has not expressly indicated its intended application on the face of the payment item or the accompanying documentation, the appropriate application thereof shall be to Pool Receivables of such Obligor, and thus subject to the Purchased Interests hereunder, and, if there shall be more than one Receivable of such Obligor, to the oldest first.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, in accordance with Section (i) of Exhibit III, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks Banks, and deliver original counterparts thereof to the AdministratorAdministrative Agent. Upon the occurrence of and continuance of a Termination Event, the Administrator Administrative Agent may at any time thereafter give notice to each Lock-Box Bank that the Administrator Administrative Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: (ai) to have the exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator Administrative Agent and to exercise exclusive dominion and control over the funds deposited therein, (bii) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) be redirected pursuant to the Administrator’s its instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (ciii) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator Administrative Agent, at any time time, takes any action set forth in the preceding sentence, the Administrator Administrative Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Seller, as Servicer or the Servicer otherwise, thereafter shall be sent immediately to the AdministratorAdministrative Agent. The parties hereto hereby acknowledge that if at any time the Administrator Administrative Agent takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the AdministratorAdministrative Agent, the Issuer any Parallel Purchaser or any other Person hereunder, hereunder and the Administrator Administrative Agent shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) hereof (including the proviso thereto) and Article I II hereof (in each case as if such funds were held by the Servicer thereunder); provided, however, that the Administrative Agent shall not be under any obligation to remit any such funds to the Seller or any other Person unless and until the Administrative Agent has received from the Seller or such Person evidence satisfactory to the Administrative Agent that the Seller or such Person is entitled to such funds hereunder and under applicable law.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchasers or any other Person hereunder, 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 hereby agrees that if it exercises its remedies under this Section 4.3, it shall apply the funds over which it exercises exclusive dominion and control to satisfy the liabilities and obligations of the Seller under this Agreement and the other Transaction Documents.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunderClosing Date, the Seller shall enter have entered into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Purchaser Agents, the Purchasers or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, in accordance with Section 1 of Exhibit II, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks Banks, and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (ai) to have the exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (bii) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) be redirected pursuant to the Administrator’s its instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (ciii) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator Administrator, at any time time, takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Seller, as Servicer or the Servicer otherwise, thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, hereunder and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) hereof (including the proviso thereto) and Article I II hereof (in each case as if such funds were held by the Servicer thereunder); provided, however, that the Administrator shall not be under any obligation to remit any such funds to the Seller or any other Person unless and until the Administrator has received from the Seller or such Person evidence satisfactory to the Administrator that the Seller or such Person is entitled to such funds hereunder and under applicable law.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of On or prior to February 26, 1999, to the initial purchase hereunderextent requested by the Administrator, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks to reflect the changes incorporated in the Purchase and Sale Agreement and this Agreement and shall deliver original counterparts thereof to the Administrator. Upon the occurrence of and during the continuance of a Termination Event, the Administrator may at any time thereafter (i) give notice to each Lock-Box Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the assuming exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Accounts, and (cii) to take any or all other actions permitted under the applicable Lock-Box AgreementAgreement or under applicable law, including causing the proceeds that are sent to the respective Lock-Box Accounts to be redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account. The Each of the Seller and the Servicer hereby agrees that if the Administrator Administrator, at any time time, takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and each of the Seller and the Servicer hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, hereunder and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) hereof (including the proviso thereto) and Article I hereof (in each case as if such funds were held by the Servicer thereunder); provided, however, that the Administrator shall not be under any obligation to remit any such funds to the Seller or any other Person unless and until the Administrator has received from the Seller or such Person evidence satisfactory to the Administrator that the Seller or such Person is entitled to such funds hereunder and under applicable law.

Lock-Box Arrangements. Within 30 days of On or prior to the initial purchase --------------------- hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Lock- Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, and the Administrator shall promptly 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 Seller hereby agrees to take all actions necessary to ensure that all Lock-Box Accounts are maintained in the name of the Servicer.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunderClosing Date, the Seller shall enter have entered into Lock-Box Agreements with all of the Lock-Box Banks and deliver delivered original counterparts thereof to the Administrator. Upon At all times on and after the occurrence of and continuance of a Termination EventClosing Date, the Administrator may at any time thereafter give notice to each Lock-Box Bank that shall exercise exclusive dominion and control (for the Administrator is exercising its rights under the Lock-Box Agreements to do any or all benefit of the following: (aPurchasers) to have the exclusive ownership and control over each of the Lock-Box Accounts (and the related lock-boxes) transferred all funds on deposit therein; provided, that such control shall be subject to the Administrator provisions of Section 1.6(g) and to exercise exclusive dominion and control over amounts on deposit therein shall be applied in accordance with the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited order of priorities set forth in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box AgreementSection 1.6. The Seller Seller, the Servicer and each Sub-Servicer each hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agrees agree to take any other action that the Administrator may reasonably request to transfer ensure that the Administrator maintains such control. Any proceeds of Pool Receivables received by Neither the Seller or the Servicer thereafter nor any Affiliate of Peabody shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at have any time the Administrator takes control of over any Lock-Box Account (and or any such related lock-box), the Administrator shall not have any rights right to the funds therein in excess of the unpaid amounts due to withdraw or direct the Administrator, the Issuer any Lock-Box Bank or any other Person hereunderto withdraw any funds on deposit in any Lock-Box Account. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Seller hereby grants the 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 distribute be made at the option and sole discretion of the Administrator and at the Seller’s risk and expense, such deposits shall not bear interest. Interest or cause profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrator to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment of amounts owing by the Seller hereunder and under each of the other Transaction Documents to each of the other Purchasers, it being understood and agreed that certain amounts on deposit in the LC Collateral Account may, from time to time, be distributed remitted to the Servicer pursuant to Section 1.6(g). Amounts, if any, on deposit in the LC Collateral Account on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such funds date occurs on a Termination Day or on 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 deposit such amounts into each Purchaser Agent’s account in accordance with the priorities set forth in Section 1.6(d), to the extent that any 719921903 05109795 30 amounts are then due and owing under clauses first through second of Section 1.6(d)(ii) after giving effect to the distribution, if any, by the Servicer on such date in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder1.6(d).

Lock-Box Arrangements. Within 30 days of By the initial purchase hereunderapplicable Lock-Box Date, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Subject to Section 5.21, prior to the initial purchase hereunderClosing Date, the Seller shall enter have entered into Lock-Box Agreements with all of the Lock-Box Banks and deliver original delivered executed counterparts thereof to the Administrator. Upon At the occurrence of and continuance of a Termination EventAdministrator’s discretion, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter give notice to each Lock-Box Bank that the 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 (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator all funds on deposit therein and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agrees agree that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agrees agree to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time If the Administrator takes has taken exclusive dominion and control over each of any the Lock-Box Account (Accounts and any no Termination Event or Unmatured Termination Event exists, the Administrator shall instruct the Lock-Box Banks to make the relevant distributions to the Servicer pursuant to Section 1.6(g) on each applicable date and following such related lock-boxdistributions, if any, to the Servicer on such day pursuant to Section 1.6(g), the Administrator shall not have any rights in its discretion may instruct the Lock-Box Banks to transfer the remainder to the funds therein LC Collateral Accounts. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Accounts. Amounts, if any, on deposit in excess of the unpaid amounts due LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the AdministratorSeller. The Administrator shall, on each Settlement Date (if such date occurs on a Termination Day), remove any available amounts then on deposit in the Issuer or LC Collateral Accounts and deposit such amounts into each Purchaser Agent’s account in accordance with the priorities set forth in Section 1.6(d), to the extent that any other Person hereunderamounts are then due and owing under clauses first through second of Section 1.6(d)(ii) after giving effect to the distribution, and if any, by the Administrator shall distribute or cause to be distributed Servicer on such funds date in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder1.6(d).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance any Termination Event or an Unmatured Termination Event described in paragraph (f) of a Termination EventExhibit V, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, therein (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer Issuer, the Seller or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with The Agent is hereby authorized by all of the Lock-Box Banks other parties hereto, and deliver original counterparts thereof it is hereby agreed to by such other parties that the Administrator. Upon the occurrence of and continuance of a Termination EventAgent shall be entitled, the Administrator may whether or not it is then serving as Collection Agent, to, at any time thereafter time, do any or all of the following: (i) give notice to each Lock-Box Bank that the Administrator Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: Letters, (aii) to have the exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxesall funds deposited, or to be deposited, therein) transferred to the Administrator Agent and to exercise exclusive dominion and control over the funds deposited therein, (biii) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) Lock- Boxes be redirected pursuant to the Administrator’s its instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (civ) to take any or all other actions permitted under the applicable such Lock-Box AgreementLetter. The Seller hereby agrees that if If the Administrator Agent, at any time time, takes any action the actions set forth in the preceding sentence, the Administrator Agent shall have exclusive ownership and control of the accounts and post office boxes to which the Obligors shall make payments and in which Collections may be concentrated and control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further Borrower agrees to take any other action that the Administrator Agent may reasonably request to transfer such control. In case any authorized signatory of the Borrower whose signature shall appear on any Lock- Box Letter shall cease to have such authority before the delivery of such Lock- Box Letter, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such delivery. Any proceeds of Pool Receivables received by the Seller or the Servicer Borrower thereafter shall be sent immediately to the AdministratorAgent. The parties hereto hereby acknowledge that if at any time the Administrator Agent takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, Aggregate Unpaids and the Administrator Agent shall distribute or cause to be distributed such funds in accordance with Section 4.2(b7.2(b) and Article I (in each case as if II; provided, however, that the Agent shall not be under any obligation to remit any such funds were held to the Borrower or any other Person unless and until the Agent has received from the Borrower or such Person evidence satisfactory to the Agent that the Borrower or such Person is entitled to such funds hereunder and under applicable law. In the event that the Agent shall then be receiving disbursements from a Lock-Box Account, whether because it is then the Collection Agent or because it has submitted Lock-Box Letters or for any other reason, the Agent shall promptly remit to the Borrower any amounts received by it from a Lock-Box Bank (i) upon its receipt of evidence reasonably satisfactory to it that such amounts do not constitute Collections with respect to Receivables or the Servicer thereunder)proceeds of other Affected Assets and (ii) to the extent of the Borrower's residual interest, if any, therein after accounting for each Interest. In determining whether the Borrower has, in any instance, presented reasonably satisfactory evidence of its ownership of items that do not constitute Collections or the proceeds of other Affected Assets, the Agent shall be entitled to the presumption that, in respect of any collections or other items for which the remitting Obligor has not expressly indicated its intended application on the face of the payment item or the accompanying documentation, the appropriate application thereof shall be to Receivables of such Obligor, and thus subject to the Secured Interest hereunder, and, if there shall be more than one Receivable of such Obligor, to the oldest first.

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with The Agent is hereby authorized by all of the Lock-Box Banks other parties hereto, and deliver original counterparts thereof it is hereby agreed to by such other parties that the Administrator. Upon the occurrence of and continuance of a Termination EventAgent shall be entitled, the Administrator may whether or not it is then serving as Collection Agent, to, at any time thereafter time, do any or all of the following: (i) give notice to each Lock-Box Bank that the Administrator Agent is exercising its rights under the Lock-Box Agreements to do any or all of the following: Letters, (aii) to have the exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxesall funds deposited, or to be deposited, therein) transferred to the Administrator Agent and to exercise exclusive dominion and control over the funds deposited therein, (biii) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) Boxes be redirected pursuant to the Administrator’s its instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (civ) to take any or all other actions permitted under the applicable such Lock-Box AgreementLetter. The Seller hereby agrees that if If the Administrator Agent, at any time time, takes any action the actions set forth in the preceding sentence, the Administrator Agent shall have exclusive ownership and control of the accounts and post office boxes to which the Obligors shall make payments and in which Collections may be concentrated and control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further Borrower agrees to take any other action that the Administrator Agent may reasonably request to transfer such control. In case any authorized signatory of the Borrower whose signature shall appear on any Lock-Box Letter shall cease to have such authority before the delivery of such Lock-Box Letter, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such delivery. Any proceeds of Pool Receivables received by the Seller or the Servicer Borrower thereafter shall be sent immediately to the AdministratorAgent. The parties hereto hereby acknowledge that if at any time the Administrator Agent takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, Aggregate Unpaids and the Administrator Agent shall distribute or cause to be distributed such funds in accordance with Section 4.2(b7.2(b) and Article I (in each case as if II; provided, however, that the Agent shall not be under any obligation to remit any such funds were held to the Borrower or any other Person unless and until the Agent has received from the Borrower or such Person evidence satisfactory to the Agent that the Borrower or such Person is entitled to such funds hereunder and under applicable law. In the event that the Agent shall then be receiving disbursements from a Lock-Box Account, whether because it is then the Collection Agent or because it has submitted Lock-Box Letters or for any other reason, the Agent shall promptly remit to the Borrower any amounts received by it from a Lock-Box Bank (i) upon its receipt of evidence reasonably satisfactory to it that such amounts do not constitute Collections with respect to Receivables or the Servicer thereunder)proceeds of other Affected Assets and (ii) to the extent of the Borrower's residual interest, if any, therein after accounting for each Interest. In determining whether the Borrower has, in any instance, presented reasonably satisfactory evidence of its ownership of items that do not constitute Collections or the proceeds of other Affected Assets, the Agent shall be entitled to the presumption that, in respect of any collections or other items for which the remitting Obligor has not expressly indicated its intended application on the face of the payment item or the accompanying documentation, the appropriate application thereof shall be to Receivables of such Obligor, and thus subject to the Secured Interest hereunder, and, if there shall be more than one Receivable of such Obligor, to the oldest first.

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section SECTION 4.2(b) and Article ARTICLE I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have Simultaneously with the exclusive ownership execution and control delivery of this Agreement in the case of the Lock-Box Accounts (Borrowers, and the related lock-boxes) transferred prior to the Administrator making of any Foreign Subsidiary Loan in the case of any Foreign Leasing Subsidiary, each of the Borrowers and each Foreign Leasing Subsidiary, as applicable, at its own expense, will: (i) establish and maintain at all times with (A) in the case of the Borrowers, the Agent or, subject to exercise exclusive dominion and control over the funds deposited therein, terms of subsection (b) to have below, LaSalle National Bank, The First National Bank of Chicago or CoreStates Bank, N.A., and (B) in the proceeds that are sent case of the Foreign Leasing Subsidiaries, with Fleet Bank, N.A. or such other bank as is acceptable to the respective Lock-Box Accounts (and the respective related Agent, lock-boxesbox arrangements separately (with respect to each of the Borrowers and each applicable Foreign Leasing Subsidiary) redirected pursuant into which the Borrowers and applicable Foreign Leasing Subsidiaries, respectively, shall deposit all payments made under contracts included under the Contract Receivables Clause, Accounts Receivable Clause, Residual Value Clause, Rental Equipment Clause, Finished Goods Inventory Note and Receivables Note Clause except that in respect of the Residual Value Clause, payments shall be required to be deposited only from and after the date of realization of a Residual Value that remains included under any clause of the Borrowing Base and in any event from and after the Term Conversion Date; and (ii) notify forthwith all obligors who have obligations which initially arise after the date of this Agreement in respect of assets included under the above-referenced clauses of the Borrowing Base, and notify all Lessees or other Obligors under existing Eligible Contracts, Eligible Foreign Leases, Eligible Emerging Growth Contracts, Equipment Notes, CSAs, Third Party Notes or Finished Goods Inventory Note and Receivables Note Clause, as applicable, to be included in the Borrowing Base, to make payments only to the Administrator’s instructions rather than above-mentioned lock-box accounts; except that in the event that there were in effect prior to the date of this Agreement lock-box arrangements between any of the Borrowers or Foreign Leasing Subsidiaries and any Bank which lock-box accounts have not been assigned to or assumed by LFC with respect to specific Contracts, Foreign Leases, as applicable, such arrangements may continue in effect (subject to modification as required in connection with the provisions of this Agreement) so that payments are made by the aforementioned obligors to such other Bank in lieu of redirection of such payments to the lock-box maintained with the Agent as aforesaid. Amounts deposited in the lock-box accounts shall be disbursed for the applicable Lock-Box Account Borrower or applicable Foreign Leasing Subsidiary on request (or sent A) except from and after the date of occurrence of an Event of Default until said Event of Default is cured to the applicable related lock-box)satisfaction of the Majority Banks, and (cB) except that from and after the Term Conversion Date no such amounts shall be disbursed to take any Borrower or all other actions permitted Foreign Leasing Subsidiary unless the obligations of the Borrowers under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth Section 2.8 hereof shall then be satisfied in full, whether from amounts deposited in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer box or any other Person hereunder, 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)otherwise.

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase --------------------- hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, 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).

Lock-Box Arrangements. Within 30 days of Prior to the initial purchase Purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator 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 (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s 's instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box)Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including includ ing Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box)Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section SECTION 4.2(b) and Article ARTICLE I (in each case as if such funds were held by the Servicer thereunder).