Common use of Lock-Box Arrangements Clause in Contracts

Lock-Box Arrangements. Subject to Section 5.21, prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts thereof to the Administrator. During the 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 exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein and (b) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby 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 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, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, the Administrator shall 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 distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d).

Lock-Box Arrangements. Subject to Section 5.21, prior to Within 30 days of the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and all the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds on deposit therein 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 (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts Account (and no Termination Event or Unmatured Termination Event existsany such related lock-box), the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box Banks for the Collection Accounts (other than any Collection Account receiving Collections (either directly or by transfer directly from a related Lock-Box) on a Receivable originated by Dynegy Energy Services, LLC or Dynegy Energy Services (East), LLC) shall be directed by the Servicer to sweep all available funds therein on a daily basis to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts Agreement Activation Notice”). Each of the Seller and all funds on deposit therein and the Servicer hereby agrees that if the Administrator (beither directly or at the direction of the Majority Purchaser Agents) to take any or all other actions permitted exercises its rights under the applicable a Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Moody’s (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box Banks for the Collection Accounts (other than any Collection Account receiving Collections (either directly or by transfer directly from a related Lock-Box) on a Receivable originated by Dynegy Energy Services, LLC or Dynegy Energy Services (East), LLC) shall be directed by the Servicer to sweep all available funds therein on a daily basis to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts and all funds on deposit therein and (b) to take any or all other actions permitted under Agreement Activation Notice”). Each of the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree agrees that if the Administrator (either directly or at any time takes any action set forth in the preceding sentencedirection of the Majority Purchaser Agents) exercises its rights under a Xxxx-Xxx Xxxxxxxxx, 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Moody’s (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Purchasers or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior to Before the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts be redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with SECTION 4.2(b) (including the priorities set forth proviso thereto) and ARTICLE II (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, each case as if any, such funds were held by the Servicer on such date in accordance with Section 1.6(dthereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior to Before the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts be redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence of a any Termination Event, Event or an Unmatured Termination Event or following the occurrence described in paragraph (f) of a Minimum Cash Liquidity EventExhibit V, 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and all the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds on deposit 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 (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts Account (and no Termination Event or Unmatured Termination Event existsany such related lock-box), the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer, the Seller or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2 (b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Date, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Purchasers or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, in accordance with Section 1 of Exhibit II, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks Banks, and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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: (ai) to have the exclusive ownership and control of the Lock-Box Accounts transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (for ii) to have the benefit of proceeds that are sent to the Purchasers) over each of the respective Lock-Box Accounts and all funds on deposit therein be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account, and (biii) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees 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 Seller, as Servicer or the Servicer otherwise, thereafter shall be sent immediately to, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) hereof (including the proviso thereto) and Article 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. Subject to Section 5.21, prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts thereof to the Administrator. During At the continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity 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 exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein and (b) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby 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 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, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as If the Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, the Administrator shall instruct the Lock-Box Banks to transfer all available amounts make the relevant distributions to the Servicer pursuant to Section 1.6(g) on deposit in the Lock-Box Accounts as of the end of each Business Day applicable date and after giving effect to any distributions following such distributions, if any, to the Servicer on such day pursuant to Section 1.6(g), the Administrator in its discretion may instruct the Lock-Box Banks to transfer the remainder to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d).

Lock-Box Arrangements. Subject to Section 5.21Within 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 Closing Dateinitial purchase hereunder), the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, On or prior to the Closing Dateinitial purchase --------------------- hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Lock- Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of any 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 and no Termination Event or Unmatured Termination Event exists, the Administrator shall instruct the Lock-Box Banks to transfer all available amounts on deposit are maintained in the Lock-Box Accounts as name of the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d)Servicer.

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box Banks for the Collection Accounts (other than any Collection Account receiving Collections (either directly or by transfer directly from a related Lock-Box) on a Receivable originated by Dynegy Energy Services, LLC or Dynegy Energy Services (East), Table of Contents LLC) shall be directed by the Servicer to sweep all available funds therein on a daily basis to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. Notwithstanding the foregoing requirements of this Section 4.3(a), until May 31, 2019 (the “Collection Account Grace Period End Date”), Collections on Receivables originated by Dynegy Energy Services, LLC may be received into the Dynegy Account but only so long as all available Collections in such accounts are swept on a daily basis to the Concentration Account. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts Agreement Activation Notice”). Each of the Seller and all funds on deposit therein and the Servicer hereby agrees that if the Administrator (beither directly or at the direction of the Majority Purchaser Agents) to take any or all other actions permitted exercises its rights under the applicable a Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Moody’s (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed original counterparts thereof to the Administrator. During At all times on and after the continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity EventClosing Date, 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 shall exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein; provided, that such control shall be subject to the provisions of Section 1.6(g) and amounts on deposit therein and (b) to take any or all other actions permitted under shall be applied in accordance with the applicable Lock-Box Agreementorder of priorities set forth in Section 1.6. The Seller Seller, the Servicer and the each Sub-Servicer each hereby agree 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 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 Neither the Seller or the Servicer thereafter nor any Affiliate of Peabody shall be sent immediately to, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and have any control over each of the any Lock-Box Accounts and no Termination Event Account or Unmatured Termination Event existsany right to withdraw or direct the Administrator, the Administrator shall instruct the any Lock-Box Banks Bank or any other Person to transfer all available amounts withdraw any funds on deposit in the any Lock-Box Accounts as of the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the LC Collateral AccountsAccount. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral AccountsAccount 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 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 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 remitted to the Servicer pursuant to Section 1.6(g). Amounts, if any, on deposit in the LC Collateral Accounts Account on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such date occurs on a Termination DayDay 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 Accounts 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 1.6(d).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase --------------------- hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the ------------- --------- Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box Banks for the Collection Accounts (other than any Collection Account receiving Collections (either directly or by transfer directly from a related Lock-Box) on a Receivable originated by Dynegy Energy Services, LLC or Dynegy Energy Services (East), LLC) shall be directed by the Servicer to sweep all available funds therein on a daily basis to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts Agreement Activation Notice”). Each of the Seller and all funds on deposit therein and the Servicer hereby agrees that if the Administrator (beither directly or at the direction of the Majority Purchaser Agents) to take any or all other actions permitted exercises its rights under the applicable a Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Xxxxx’x (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed original counterparts thereof to the Administrator. During At all times on and after the continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity EventClosing Date, 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 shall exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein; provided, that such control shall be subject to the provisions of Section 1.6(g) and amounts on deposit therein and (b) to take any or all other actions permitted under shall be applied in accordance with the applicable Lock-Box Agreementorder of priorities set forth in Section 1.6. The Seller Seller, the Servicer and the each Sub-Servicer each hereby agree 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 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 Neither the Seller or the Servicer thereafter nor any Affiliate of Peabody shall be sent immediately to, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and have any control over each of the any Lock-Box Accounts and no Termination Event Account or Unmatured Termination Event existsany right to withdraw or direct the Administrator, the Administrator shall instruct the any Lock-Box Banks Bank or any other Person to transfer all available amounts withdraw any funds on deposit in the any Lock-Box Accounts as of the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the LC Collateral AccountsAccount. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral AccountsAccount 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 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 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 remitted to the Servicer pursuant to Section 1.6(g). Amounts, if any, on deposit in the LC Collateral Accounts Account on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such date occurs on a Termination DayDay 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 Accounts 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 1.6(d).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and all the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds on deposit 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 (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts Account (and no Termination Event or Unmatured Termination Event existsany such related lock-box), the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21(a) Simultaneously with the execution and delivery of this Agreement in the case of the Borrowers, and prior to the Closing Datemaking 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 Seller Agent or, subject to the terms of subsection (b) below, LaSalle National Bank, The First National Bank of Chicago or CoreStates Bank, N.A., and (B) in the case of the Foreign Leasing Subsidiaries, with Fleet Bank, N.A. or such other bank as is acceptable to the Agent, lock-box arrangements separately (with respect to each of the Borrowers and each applicable Foreign Leasing Subsidiary) 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 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 Borrower or applicable Foreign Leasing Subsidiary on request (A) except from and after the date of occurrence of an Event of Default until said Event of Default is cured to the satisfaction of the Majority Banks, and (B) except that from and after the Term Conversion Date no such amounts shall be disbursed to any Borrower or Foreign Leasing Subsidiary unless the obligations of the Borrowers under Section 2.8 hereof shall then be satisfied in full, whether from amounts deposited in the lock-box or otherwise. (b) Each of the Borrowers, each Foreign Leasing Subsidiary and each Bank hereby confirms and acknowledges that (1) any payments received by any Bank pursuant to lock-box arrangements existing prior to the date hereof and any payments received by LaSalle National Bank or The First National Bank of Chicago or CoreStates Bank, N.A. pursuant to arrangements made as of the date of this Agreement shall be received by each such Bank as agent for the Agent to be held in escrow for application and direction exclusively pursuant to the terms and conditions of this Agreement (including, for application to repayment of the Loans as directed from time to time by the Agent in a manner not inconsistent with the provisions of this Agreement), and (ii) the terms and conditions of this Agreement shall govern and control in the event of any inconsistency between this Agreement and any agreements, instruments and documents entered into Lockbetween any Bank and any Borrower or Foreign Leasing Subsidiary relating to lock-Box Agreements with all box arrangements. Notwithstanding the provisions of subsection (a) above, at the request of the Lock-Box Banks and delivered executed counterparts thereof Agent, all such payments shall be turned over to the Administrator. During Agent from and after the continuance date of a Termination Event, Unmatured Termination Event or notice to such effect given by the Agent in its sole discretion following the occurrence of a Minimum Cash Liquidity Eventany Event of Default hereunder, and each Borrower, each Foreign Leasing Subsidiary and each Bank, if so required by the Administrator may (Agent's notice, shall forthwith deliver notices to all obligors under assets included in the Borrowing Base that all payments shall be delivered directly to the lock-box accounts maintained with the Agent. Each Borrower, each Foreign Leasing Subsidiary and each Bank shall, from time to time at the direction request of the Majority Purchaser Agents)Agent, at any time thereafter give notice to each Lock-Box Bank that execute and deliver such documentation as the Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein and (b) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree to take any other action that the Administrator Agent may reasonably request in order to transfer such control or to ensure that confirm the Administrator maintains such control. Any proceeds terms and conditions of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, the Administrator shall 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 distributions to the Servicer on such day pursuant to this Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d)2.26.

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial Purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 includ ing Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with the priorities set forth SECTION 4.2(b) and ARTICLE I (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, each case as if any, such funds were held by the Servicer on such date in accordance with Section 1.6(dthereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior to Within 30 days of the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and all the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds on deposit therein 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 (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts Account (and no Termination Event or Unmatured Termination Event existsany such related lock-box), the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior to Within 60 days of the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original 13 Receivables Purchase Agreement 17 counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of any 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 and are in its name no Termination Event or Unmatured Termination Event exists, later than 90 days following the Administrator shall 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 distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d)Closing Date.

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed the Agent and deliver original counterparts thereof to the AdministratorAgent. During 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 and during the continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Event, the Administrator Agent may give notice (and which notice shall, at unless otherwise elected by the direction Agent in its sole discretion, continue in effect notwithstanding the cure or waiver of the Majority Purchaser Agents), at any time thereafter give notice 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-Accounts transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (for b) to have the benefit of proceeds that are sent to the Purchasers) over each of the respective Lock-Box Accounts and all funds on deposit therein redirected pursuant to the Agent’s instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to, and to cause each Originator to, take any other action that the Administrator Agent 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 the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes control of any Lock-Box Account, the Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Agent, the Purchasers or any other Person hereunder, and the Agent shall distribute or cause to be distributed such funds in accordance with Section 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 as otherwise instructed by, any Obligor. In case any authorized signatory of the Administrator. Following the occurrence and continuation Seller whose signature shall appear on any Lock-Box Agreement shall cease to have such authority before notice of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each exercise of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, Agreement is given to the Administrator shall instruct the applicable Lock-Box Banks to transfer Bank, such signature shall nevertheless be valid and sufficient for all available amounts on deposit 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 Accounts as 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 end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the LC Collateral Accounts. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Accounts. AmountsSeller’s residual interest, if any, on deposit 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 LC Collateral Accounts 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 Final Payout Date face of the payment item or the accompanying documentation, the appropriate application thereof shall be remitted by the Administrator to Pool Receivables of such Obligor, and thus subject to the Seller. The Administrator shallPurchased Interests hereunder, on each Settlement Date (and, if there shall be more than one Receivable of such 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)Obligor, 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 1.6(d)oldest first.

Lock-Box Arrangements. Subject to Section 5.21, On or prior to February 26, 1999, to the Closing Dateextent requested by the Administrator, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks to reflect the changes incorporated in the Purchase and delivered executed Sale Agreement and this Agreement and shall deliver original counterparts thereof to the Administrator. During Upon the occurrence and during the 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 (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 exercise assuming exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein Accounts, and (bii) 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 each hereby agree 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 (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and each of the Seller and the Servicer hereby further agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(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. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence of a any Termination Event, Event or an Unmatured Termination Event or following the occurrence described in paragraph (f) of a Minimum Cash Liquidity EventExhibit V, 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts (and all the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds on deposit 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 (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts Account (and no Termination Event or Unmatured Termination Event existsany such related lock-box), the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer, the Seller or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box AgreementsBanks for the Collection Accounts shall provide for the daily(other than any Collection Account receiving Collections (either directly or by transfer directly from a related Lock-Box) on a Receivable originated by Dynegy Energy Services, LLC or Dynegy Energy Services (East), LLC) shall be directed by the Servicer to sweep of all available funds therein on a daily basis to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. Notwithstanding the foregoing requirements of this Section 4.3(a), until May 31, 2019 (the “Collection Account Grace Period End Date”), Collections on Receivables originated by Dynegy Energy Services, LLC may be received into the Dynegy Account but only so long as all available Collections in such accounts are swept on a daily basis to the Concentration Account. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts Agreement Activation Notice”). Each of the Seller and all funds on deposit therein and the Servicer hereby agrees that if the Administrator (beither directly or at the direction of the Majority Purchaser Agents) to take any or all other actions permitted exercises its rights under the applicable a Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Moody’s (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box Agreements for the Collection Accounts shall provide for the daily sweep of all available funds therein to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts Agreement Activation Notice”). Each of the Seller and all funds on deposit therein and the Servicer hereby agrees that if the Administrator (beither directly or at the direction of the Majority Purchaser Agents) to take any or all other actions permitted exercises its rights under the applicable a Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Moody’s (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, prior to Within 30 days of the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with the priorities set forth SECTION 4.2(b) and ARTICLE I (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, each case as if any, such funds were held by the Servicer on such date in accordance with Section 1.6(dthereunder).

Lock-Box Arrangements. Subject to Section 5.21, (a) On or prior to the Closing Date, the Seller shall have entered into delivered to the Administrator a Lock-Box Agreements with all Agreement in respect of each Collection Account and the Concentration Account identified on Schedule II as of the Lock-Box Banks Closing Date and delivered executed counterparts an original counterpart thereof to the Administrator. During The Lock-Box Agreements for the continuance Collection Accounts and the Concentration Account shall provide the Administrator with “control” within the meaning of Section 9-104 of the UCC over such Collection Accounts and Concentration Account. The Lock-Box Banks for the Collection Accounts (other than any Collection Account receiving Collections (either directly or by transfer directly from a related Lock-Box) on a Receivable originated by Dynegy Energy Services, LLC or Dynegy Energy Services (East),Harbor LLC) shall be directed by the Servicer to sweep all available funds therein on a daily basis to the Concentration Account. The Seller shall not, and shall not permit any other Person to, attempt to terminate such automatic sweep feature or attempt to close the Concentration Account or any Collection Account unless the Collections directed to such Collection Account are redirected to another Collection Account subject to a Lock-Box Agreement. Notwithstanding the foregoing requirements of this Section 4.3(a), until June 4, 2024 (the “Collection Account Grace Period End Date”), Collections on Receivables originated by Energy Harbor LLC may be received into the Energy Harbor Account but only so long as all available Collections in such accounts are swept on a daily basis to the Concentration Account. (b) At any time that a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Eventis continuing, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), at any time thereafter shall) give notice to each Lock-Box Bank that the Administrator is exercising its rights to exclusive control under the Lock-Box Agreements with respect to do any or all of the following: Collection Accounts and the Concentration Account (a) to exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the a “Lock-Box Accounts Agreement Activation Notice”). Each of the Seller and all funds on deposit therein and the Servicer hereby agrees that if the Administrator (beither directly or at the direction of the Majority Purchaser Agents) to take any or all other actions permitted exercises its rights under the applicable a Lock-Box Agreement. The Seller and the Servicer each hereby 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 agree agrees to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such controlin connection therewith. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrator to a deposit account for the benefit of the Purchasers. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as Any Collections received by the Administrator has taken exclusive dominion and control over each that pursuant to the terms of this Agreement are to be delivered to the Seller shall be held in trust for the Seller. (c) If at any time, a Lock-Box Accounts and no Termination Event Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or Unmatured Termination Event existsP-1 by Moody’s (each a “Low Ratings Lock-Box Bank”), the Administrator shall instruct may (and at the direction of the Majority Purchaser Agents, shall) require that the Seller open new Collection Accounts and/or a new Concentration Account with a new Lock-Box Banks to transfer all available amounts on Bank having such ratings. Such establishment of new deposit in accounts and the execution and delivery of appropriate Lock-Box Accounts as Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrator’s notice. If any Collection Account or the Concentration Account remains at the applicable Low Ratings Lock-Box Bank ninety (90) days after the Administrator’s delivery of such notice it shall cease to be eligible Lock-Box Bank for all purposes hereunder (but the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall not be remitted under any obligation to terminate any existing Lock-Box Agreements until such time as no Collections are received by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(dnon-eligible bank).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Date, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control of the Lock-Box Accounts transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over each of the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts and all funds on deposit therein redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Purchaser Agents, the Purchasers or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with The Agent is hereby authorized by all of the Lock-Box Banks other parties hereto, and delivered executed counterparts thereof it is hereby agreed to by such other parties that the Administrator. During the continuance of a Termination EventAgent shall be entitled, Unmatured Termination Event whether or following the occurrence of a Minimum Cash Liquidity Eventnot it is then serving as Collection Agent, the Administrator may (and shall, at the direction of the Majority Purchaser Agents)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 Letters, (ii) have the exclusive ownership and control of the following: Lock-Box Accounts (aand all funds deposited, or to be deposited, therein) transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (for iii) have the benefit of proceeds that are sent to the Purchasers) over each of respective Lock- Boxes be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Accounts and all funds on deposit therein Account, and (biv) to take any or all other actions permitted under the applicable such Lock-Box AgreementLetter. The Seller and If the Servicer each hereby agree that 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 (for the benefit of the Purchasers) 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 and the Servicer hereby further agree Borrower agrees to take any other action that the Administrator Agent may reasonably request to transfer such control or control. In case any authorized signatory of the Borrower whose signature shall appear on any Lock- Box Letter shall cease to ensure that have such authority before the Administrator maintains delivery of such controlLock- 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, or as otherwise instructed by, to the AdministratorAgent. Following The parties hereto acknowledge that if at any time the occurrence and continuation Agent takes control of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator Agent shall instruct not have any rights to the funds therein in excess of the Aggregate Unpaids and the Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b) and Article II; provided, however, that the Agent shall not be under any obligation to remit any such funds 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 Banks to transfer all available amounts on deposit in Account, whether because it is then the Collection Agent or because it has submitted Lock-Box Accounts as 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 proceeds of other Affected Assets and (ii) to the extent of the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the LC Collateral Accounts. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Accounts. AmountsBorrower's residual interest, if any, on deposit 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 LC Collateral Accounts 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 Final Payout Date face of the payment item or the accompanying documentation, the appropriate application thereof shall be remitted by the Administrator to Receivables of such Obligor, and thus subject to the Seller. The Administrator shallSecured Interest hereunder, on each Settlement Date (and, if there shall be more than one Receivable of such 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)Obligor, 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 1.6(d)oldest first.

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Purchasers or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Conduit Purchasers or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, in accordance with Section 1 of Exhibit II, the Originator and the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks Banks, and delivered executed deliver original counterparts thereof to the AdministratorAgent. During Following the continuance occurrence of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Event, the Administrator Agent 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 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 transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (for ii) to have the benefit of proceeds that are sent to the Purchasers) over each of the respective Lock-Box Accounts and all funds on deposit therein be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account, and (biii) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrator Agent 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, or as otherwise instructed byto the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes control of any Lock-Box Account, the AdministratorAgent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Agent, the Issuer or any other Person hereunder and the 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 II hereof (in each case as if such funds were held by the Servicer thereunder). Following Upon termination of this Agreement in accordance with Section 5.9 hereof, the occurrence Agent shall take such actions as are reasonably requested by the Originator and continuation the Seller to terminate and release all of a Minimum Cash Liquidity Eventits right, so long as the Administrator has taken exclusive dominion title and interest in and control over each of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, the Administrator shall 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 distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control of the Lock-Box Accounts transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over each of the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts and all funds on deposit therein redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Purchaser Agents, the Purchasers or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, in accordance with Section (i) of Exhibit III, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks Banks, and delivered executed deliver original counterparts thereof to the AdministratorAdministrative Agent. During Upon the continuance occurrence of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Event, the Administrator Administrative Agent 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 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 transferred to the Administrative Agent and to exercise exclusive dominion and control over the funds deposited therein, (for ii) to have the benefit of proceeds that are sent to the Purchasers) over each of the respective Lock-Box Accounts and all funds on deposit therein be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account, and (biii) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree agrees to take any other action that the Administrator Administrative Agent 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 Seller, as Servicer or the Servicer otherwise, thereafter shall be sent immediately to, or as otherwise instructed by, to the AdministratorAdministrative Agent. Following The parties hereto hereby acknowledge that if at any time the occurrence and continuation Administrative Agent takes control of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator Administrative Agent shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on Administrative Agent, any Parallel Purchaser or any other Person hereunder and the Administrative Agent shall distribute or cause to be distributed such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 funds in accordance with Section 1.6(d4.2(b) hereof (including the proviso thereto) and Article 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. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence and continuation 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior to By the Closing applicable Lock-Box Date, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to the LC Collateral Accounts. The Issuer or any other Person hereunder, and 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial Purchase hereunder, Customer shall enter into a Lock Box Agreement with Custodian and the Seller shall have entered into Lock-Lock Box Agreements with all of the Lock-Box Banks Bank, and delivered executed deliver original counterparts thereof to Custodian. Upon the Administrator. During occurrence and during the continuance continuation of a Termination Event, Unmatured Termination Event or following and if, at such time, Custodian is not also the occurrence of a Minimum Cash Liquidity EventLock Box Bank, the Administrator may (and shallCustodian, at the direction instruction of the Majority Purchaser Agents), 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 Box Accounts transferred to Custodian and to continue to exercise exclusive dominion and control over the funds deposited therein, (for ii) to have the benefit of proceeds that are sent to the Purchasers) over each of the Lock-respective Lock Box Accounts and all funds on deposit therein be redirected pursuant to its instructions rather than deposited in the applicable Lock Box Account, and (biii) 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 and the Servicer each Customer hereby agree 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 (for the benefit of the Purchasers) of Receivables and the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer Customer hereby further agree agrees to take any other action that the Administrator Custodian 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 Customer shall be sent immediately toto Custodian for deposit into the Collection Account. The parties hereto hereby acknowledge that if at any time Custodian takes control of any Lock Box Account, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, the Administrator Custodian shall 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 not have any distributions rights to the Servicer on such day pursuant to Section 1.6(g), to funds therein for its own account (other than for the LC Collateral Accounts. The Administrator shall have exclusive dominion payment of its fees and control, including the exclusive right of withdrawal, 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 to the Seller. The Administrator shall, on each Settlement Date (if such date occurs on a Termination Day), remove any available amounts then on deposit in the LC Collateral Accounts and deposit expenses) such amounts into each Purchaser Agent’s account being held as trustee for the benefit of Facility Agent and SunAmerica, and Custodian shall distribute or cause to be distributed such funds in accordance with its capacity as Paying Agent under this Agreement and 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 1.6(d)Paying Agent Agreement.

Lock-Box Arrangements. Subject to Section 5.21, prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with The Agent is hereby authorized by all of the Lock-Box Banks other parties hereto, and delivered executed counterparts thereof it is hereby agreed to by such other parties that the Administrator. During the continuance of a Termination EventAgent shall be entitled, Unmatured Termination Event whether or following the occurrence of a Minimum Cash Liquidity Eventnot it is then serving as Collection Agent, the Administrator may (and shall, at the direction of the Majority Purchaser Agents)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 Letters, (ii) have the exclusive ownership and control of the following: Lock-Box Accounts (aand all funds deposited, or to be deposited, therein) transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (for iii) have the benefit of proceeds that are sent to the Purchasers) over each of respective Lock-Boxes be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Accounts and all funds on deposit therein Account, and (biv) to take any or all other actions permitted under the applicable such Lock-Box AgreementLetter. The Seller and If the Servicer each hereby agree that 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 (for the benefit of the Purchasers) 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 and the Servicer hereby further agree Borrower agrees to take any other action that the Administrator Agent may reasonably request to transfer such control or control. In case any authorized signatory of the Borrower whose signature shall appear on any Lock-Box Letter shall cease to ensure that have such authority before the Administrator maintains delivery of such controlLock-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, or as otherwise instructed by, to the AdministratorAgent. Following The parties hereto acknowledge that if at any time the occurrence and continuation Agent takes control of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the any Lock-Box Accounts and no Termination Event or Unmatured Termination Event existsAccount, the Administrator Agent shall instruct not have any rights to the funds therein in excess of the Aggregate Unpaids and the Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b) and Article II; provided, however, that the Agent shall not be under any obligation to remit any such funds 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 Banks to transfer all available amounts on deposit in Account, whether because it is then the Collection Agent or because it has submitted Lock-Box Accounts as 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 proceeds of other Affected Assets and (ii) to the extent of the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the LC Collateral Accounts. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Accounts. AmountsBorrower's residual interest, if any, on deposit 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 LC Collateral Accounts 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 Final Payout Date face of the payment item or the accompanying documentation, the appropriate application thereof shall be remitted by the Administrator to Receivables of such Obligor, and thus subject to the Seller. The Administrator shallSecured Interest hereunder, on each Settlement Date (and, if there shall be more than one Receivable of such 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)Obligor, 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 1.6(d)oldest first.

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver counterparts thereof to the Administrator. During Upon the continuance occurrence 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 exercise have the exclusive dominion ownership and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts transferred to the Administrator and all to exercise exclusive dominion and control over the funds on deposit therein deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account, and (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken takes control of any 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 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 over each to satisfy the liabilities and obligations of the Lock-Box Accounts Seller under this Agreement and no Termination Event or Unmatured Termination Event exists, the Administrator shall 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 distributions to the Servicer on such day pursuant to Section 1.6(g), to the 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 the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such 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 1.6(d)other Transaction Documents.

Lock-Box Arrangements. Subject to Section 5.21, prior Prior to the Closing Dateinitial Purchase hereunder, the Seller shall have entered enter into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed deliver original counterparts thereof to the Administrator. During the continuance of a Termination Event, Unmatured Termination Event or following Upon the occurrence of a Minimum Cash Liquidity Termination Event, the Administrator may (and shall, at with the consent of a Simple Majority of the Purchasers) or shall (upon the direction of a Simple Majority of the Majority Purchaser Agents), 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 exercise have the exclusive dominion 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 each of the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and all funds on deposit therein 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 (bc) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree 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 agree agrees to take any other action that the Administrator or any Purchaser Agent 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, or as otherwise instructed by, to the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as The parties hereto hereby acknowledge that if at any time the Administrator has taken exclusive dominion and takes control over each of the any Lock-Box Accounts Account (and no Termination Event or Unmatured Termination Event existsany such related lock-box), the Administrator shall instruct not have any rights to the Lock-Box Banks to transfer all available amounts on deposit funds therein in the Lock-Box Accounts as excess of the end of each Business Day and after giving effect to any distributions unpaid amounts due to the Servicer on such day pursuant to Section 1.6(g)Administrator, to Purchaser Group, any Indemnified Party or any other Person hereunder, and the 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 the LC Collateral Accounts on the Final Payout Date shall distribute or cause to be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if distributed such 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 funds in accordance with Section 1.6(d4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).