Common use of Payments on Receivables, Accounts Clause in Contracts

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables (other than Pool Receivables that are FUMS Receivables) to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an OriginatorOriginator (including payments or other Collections on Pool Receivables that are FUMS Receivables), it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds, provided, however, that Collections on FUMS Receivables may be commingled with other funds so long as such fund are remitted into a Lock-Box Account within two (2) Business Days after receipt. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables (other than Pool Receivables that are FUMS Receivables) to a Lock-Box Account. If any such payments or other Collections are received by the Seller Servicer (including payments or an Originatorother Collections on Pool Receivables that are FUMS Receivables), it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly identify such funds for segregation. The Seller Servicer will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds, provided, however, that Collections on FUMS Receivables may be commingled with other funds so long as such fund are remitted into a Lock-Box Account within two (2) Business Days after receipt. The Seller Servicer shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator, each Sub-Originator and the Servicer to, at all times instruct all Obligors to deliver (or cause such Obligor to authorize the Servicer or the applicable Originator or Sub-Originator to debit such Obligor’s account and remit on such Obligor’s behalf) payments on the Pool Receivables billed or invoiced after December 14, 2014 to a Lock-Box Collection Account. If any such payments or other Collections are received (including pursuant to the above proviso) by the Seller or Seller, an Originator, a Sub-Originator or the Servicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box an Eligible Collection Account. The Seller will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box Collection Account Agreement. The Seller will not permit the funds other than (i) Collections on Pool Receivables and other Pool Assets Assets, (ii) Chevron Collections and (iii) FEMA Collections to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator, any Sub-Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds (other than Chevron Collections and FEMA Collections). The Seller shall only add, and shall only permit an Originator or Sub-Originator to add, a Lock-Box Collection Account Bank (or the any related lockLock-box or post office boxBox), or Lock-Box Collection Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Collection Account Agreement and an executed and acknowledged copy of a Lock-Box Collection Account Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lockLock-box or post office boxBox), upon 30 days’ advance notice to the Administrator.. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Documents, upon the occurrence of the Cease Commingling Date:

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, to at all times instruct all its Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the AdministratorAgent, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit F (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an any Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receiptreceipt and identification thereof) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit G if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit H (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an any Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receiptreceipt and identification thereof) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the AdministratorAgent, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator and the Transferor to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller Seller, an Originator or an Originatorthe Transferor, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly within two Business Days identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or the Transferor or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator or the Transferor to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator from any such new the applicable Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer, the Transferor and the Originators. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly within two Business Days identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent Administrator or any Purchaser other Secured Party is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to ) with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times either (i) instruct Obligors to deliver payments on the Receivables to a Lock-Box Account or (ii) promptly, but in any event within two Business Days after receipt, deposit all Collections received by such Persons into a Depositary Account or Lock-Box Account. The Seller will, and will cause the Originator to, instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount by no later than March 31, 2000. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds until their deposit into a Depositary Account or Lock-Box Account. The Seller will cause each Lock-Box Bank and Depositary Bank to comply with the terms of each applicable Lock-Box AgreementLetter or Depositary Account Letter, as applicable. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account or Depositary Account. If such funds are nevertheless deposited into any Lock-Box Account or Depositary Account, the Seller will promptly identify and separate such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an the Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account, Depositary Bank or Depositary Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent and each Purchaser Agent has received notice of and has consented to such addition, a copy of any new Lock-Box Agreement or Depositary Account Agreement, as applicable, and an executed and acknowledged copy of a Lock-Box Agreement Letter or Depositary Account Letter, as applicable, substantially in the form and substance of Exhibit G-1 or G-2, respectively, (with such changes as are acceptable to the Administrator Agent and each Purchaser Agent) from any such new Lock-Box Bank or Depositary Bank, as applicable. The Seller shall only terminate a Lock-Box Bank Bank, Lock-Box or Depositary Bank, or close a Lock-Box Account (or the related lock-box or post office box)Depositary Account, upon 30 days’ days advance notice to the AdministratorAgent and each Purchaser Agent and, at the request of the Agent, substitution of a new Lock-Box Bank, Lock-Box Account, Depositary Bank or Depositary Account reasonably acceptable to the Agent and the Purchaser Agents therefor.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables (including Deemed Collections) to a Lock-Box or Lock-Box Account. If any such payments or other Collections are received by the Seller or an OriginatorSeller, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds of any Affiliate (other than Collections on Pool Receivables AVM Inc. during the period from the date hereof to and other Pool Assets including April 30, 2001) to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify and separate such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds (other than funds of Affiliates of the Seller in concentration accounts). The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit E if the Administrator Agent has received notice of and has consented to such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit F (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller Except as set forth in the following paragraphs, the Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will notExcept as set forth in the following paragraphs, and the Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator.. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, but subject to the remainder of this clause (f):

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount (subject to the proviso to Section 4.3 of this Agreement with respect to Pool Receivables the Originator thereof is Integra Companies, LLC, STI Components, LLC or TEK Products, Inc.). If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementAgreement (subject to the proviso to Section 4.3 of this Agreement regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that receive Collections for Pool Receivables the Originator of which is Integra Companies, LLC, STI Components, LLC or TEK Products, Inc.). The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Collection Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Collection Account. The Seller will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box Account Control Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Collection Account Bank (or the related lock-box or post office box), ) or Lock-Box Collection Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Account Control Agreement and an executed and acknowledged copy of a Lock-Box an Account Control Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lock-box or post office box), upon 30 thirty (30) days’ advance prior notice to and with the prior written consent of the Administrator.. (g)

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account, except in the case of any Payment-on-Delivery Transactions and provided, that, the Seller may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by the Seller or an Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two three Business Days after receipt) remit such funds into a Lock-Box AccountAccount (except in the case of Specified Receivables). The Seller will cause each Lock-Box Bank to comply with Except as otherwise provided in this Agreement, the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Except as otherwise provided in this Agreement, the Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ ' advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, Non-Receivable Cash Deposits may be deposited in a Lock-Box Account provided that the Seller (or the Servicer on its behalf) shall promptly (but in any event within two Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box or Lock-Box Account, provided that, with respect to any Obligor that had been instructed to send payments on any Receivable to the JPMorgan Lock-Box or JPMorgan Lock-Box Account, the Seller will instruct each such Obligor to deliver payments on its Receivables to a Lock-Box or a Lock-Box Account within 45 days after the Closing Date. If any such payments or other Collections are received by the Seller or an OriginatorSeller, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into the appropriate Lock-Box Account. Within 45 days after the Closing Date, the Seller shall have delivered to the Agent an executed and acknowledged copy of a Lock-Box AccountAgreement substantially in the form of Exhibit H (with such changes acceptable to the Agent) from each Lock-Box Bank. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The After the occurrence of a Servicer Replacement Event, the Seller will not, and will not permit the Servicer, any Originator Servicer or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit G if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement substantially in the form and substance of Exhibit H (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator and the Transferor to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller Seller, an Originator or an Originatorthe Transferor, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or the Transferor or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent Administrator or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator or the Transferor to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Lock- Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Lock- Box AccountAccount (other than the Pep Boys Collections). If such any other funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller shall at all times maintain or cause to be maintained such documents, books, records and other information necessary or advisable to (i) on a prompt basis identify Collections of Pool Receivables received from time to time, (ii) on a prompt basis identify Pep Boys Collections received from time to time and the Pep Boys Receivable to which each portion of Pep Boys Collections relate. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds (other than the Pep Boys Collections). The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.. (g)

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an the Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller Borrower will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller Borrower or an any Originator, it shall hold such payments in trust for the benefit of the Administrator Administrative Agent, the Lender Agents and the Purchasers Lenders and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Borrower will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller Borrower will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Borrower will promptly identify such funds for segregation. The Seller Borrower will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Lender Agent or any Purchaser Lender is entitled with any other funds. The Seller Borrower shall only add, and shall only permit an each Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit E if the Administrator Administrative Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit F (with such changes as are acceptable to the Administrator Administrative Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.Lock-

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times either (i) instruct Obligors to deliver payments on the Receivables to a Lock-Box Account or (ii) promptly, but in any event within two Business Days after receipt, deposit all Collections received by such Persons into a Depositary Account or Lock-Box Account. The Seller will, and will cause the Originator to, instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount by no later than March 31, 2000. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds until their deposit into a Depositary Account or Lock-Box Account. The Seller will cause each Lock-Box Bank and Depositary Bank to comply with the terms of each applicable Lock-Box AgreementLetter or Depositary Account Letter, as applicable. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account or Depositary Account. If such funds are nevertheless deposited into any Lock-Box Account or Depositary Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an the Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account, Depositary Bank or Depositary Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement or Depositary Account Agreement, as applicable, and an executed and acknowledged copy of a Lock-Box Agreement Letter or Depositary Account Letter, as applicable, substantially in the form and substance of Exhibit G-1 or G-2, respectively, (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank or Depositary Bank, as applicable. The Seller shall only terminate a Lock-Box Bank Bank, Lock-Box or Depositary Bank, or close a Lock-Box Account (or the related lock-box or post office box)Depositary Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Upon the occurrence of a Collection Agent Replacement Event or a Termination Event, the Seller will, and will cause each Originator to, to at all times instruct all its Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount (except that Lock-Box Letters for Collections on Receivables originated by Advanced Measurement Technology, Inc., Patriot Sensors and Controls Corp, EDAX, Inc. and Prestolite Power and Switch need not be in place before August 27, 2002),. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Upon the occurrence of a Collection Agent Replacement Event or a Termination Event, the Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount (subject to the proviso to Section 4.3 of this Agreement with respect to Pool Receivables the Originator thereof is Integra Companies, LLC, STI Components, LLC or TEK Products, Inc.). If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementAgreement (subject to the proviso to Section 4.3 of this Agreement regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that receive Collections for Pool Receivables the Originator of which is Integra Companies, LLC, STI Components, LLC or TEK Products, Inc.). The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Collection Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Collection Account. The Seller will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box Account Control Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Collection Account Bank (or the related lock-box or post office box), ) or Lock-Box Collection Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Account Control Agreement and an executed and acknowledged copy of a Lock-Box an Account Control Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lock-box or post office box), upon 30 thirty (30) days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount (subject to the proviso to Section 4.3 of this Agreement with respect to Pool Receivables the Originator thereof is AMRESCO, LLC or BioExpress, LLC). If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementAgreement (subject to the proviso to Section 4.3 of this Agreement regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that receive Collections for Pool Receivables the Originator of which is AMRESCO, LLC or BioExpress, LLC). The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such Notwithstanding anything herein to the contrary, the Seller will not permit (1) any funds are nevertheless other than Collections to be deposited into any Lock-Box Account, or (2) the Seller will promptly identify such funds for segregationof any Affiliate to be deposited into any Lock-Box Account. The After the occurrence of a Collection Agent Replacement Event the Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit D if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit E (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or the SunTrust Account; provided that no later than ninety (90) days from the Closing Date, the Seller shall have terminated (or caused to be terminated) the SunTrust Account, and instructed all applicable Obligors to remit Collections to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator, each Sub-Originator and the Servicer to, at all times instruct all Obligors to deliver (or cause such Obligor to authorize the Servicer or the applicable Originator or Sub-Originator to debit such Obligor’s account and remit on such Obligor’s behalf) payments on the Pool Receivables billed or invoiced after December 14, 2014 to a Lock-Box Collection Account. If any such payments or other Collections are received (including pursuant to the above proviso) by the Seller or Seller, an Originator, a Sub-Originator or the Servicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box an Eligible Collection Account. The Seller will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box Collection Account Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator, any Sub-Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator or Sub-Originator to add, a Lock-Box Collection Account Bank (or the any related lockLock-box or post office boxBox), or Lock-Box Collection Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Collection Account Agreement and an executed and acknowledged copy of a Lock-Box Collection Account Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lockLock-box or post office boxBox), upon 30 days’ advance notice to the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the AdministratorAgent, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an the Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit E if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit F (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors (or cause such Obligor to authorize the Servicer or the applicable Originator or Sub-Originator to debit such Obligor’s account and remit on such Obligor’s behalf) to deliver payments on the Pool Receivables billed or invoiced after December 14, 2014 to a Lock-Box Collection Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box an Eligible Collection Account. The Seller Servicer will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box Collection Account Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to add, add a Lock-Box Collection Account Bank (or the related lock-box or post office box), or Lock-Box Box) or Collection Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Collection Account Agreement and an executed and acknowledged copy of a Lock-Box Collection Account Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller Servicer shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lockLock-box or post office boxBox), upon 30 days’ advance notice to the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator and the Transferor to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller Seller, an Originator or an Originatorthe Transferor, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or the Transferor or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator or the Transferor to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Collection Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account or a Collection Account. The Seller Servicer will cause each Lock-Box Bank and Collection Account Bank to comply with the terms of each the applicable Lock-Box Agreement or Collection Account Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account or any Collection Account. If such funds are nevertheless deposited into any Lock-Box Account or any Collection Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreementthe Agreement or a Collection Account or Collection Account Bank, if the Administrator has given its prior written consent thereto and has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an any Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receiptreceipt and identification thereof) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and Borrower will cause each Originator to, all Obligors at all times instruct all Obligors to be instructed to deliver payments on the Pool Receivables to a Lock-Box or Lock-Box Account. If any such payments or other Collections (including Deemed Collections) are received by the Seller Borrower or an any Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Lender Agents and the Purchasers Lenders and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Borrower will cause instruct each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller Borrower will not permit take reasonable steps to prevent the funds other than Collections on Pool Receivables and other Pool Assets to be of any Affiliate from being deposited into any Lock-Box AccountAccount other than Collections of Receivables. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Borrower will promptly identify and separate such funds for segregation. The Seller Borrower will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser Lender is entitled with any other fundsfunds except that the Collection Agent or any sub-collection agent may commingle Collections set aside for future remittance pursuant to Section 2.3 with its other funds unless the Agent otherwise directs. The Seller Borrower shall only add, and shall only permit an Originator the Originators to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if (i) the Administrator Agent has received notice of such addition and (ii) the Agent receives evidence reasonably satisfactory to it that the Agent has a first priority perfected security interest in such Lock-Box or Lock-Box Account immediately upon such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.Lock-

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times instruct all Obligors to deliver payments on the Pool Sold Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after the Seller or any Originator becomes aware of such receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds of any Affiliate (other than Collections payments on Pool Receivables and other Pool Assets Receivables) to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds other than collections on Receivables. The Seller shall only add, and shall only permit an the Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days (or such fewer days as consented to by the Agent) advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Transferor and the Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller Seller, the Originator or an Originatora Transferor, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Except as set forth in the following paragraphs, the Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Except as set forth in the following paragraphs, the Seller will not, and will not permit the Servicer, the Originator, any Originator Transferor or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an the Originator or a Transferor to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator.. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, but subject to the remainder of this clause (f):

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account, except in the case of any Payment-on-Delivery Transactions and provided, that, the Seller may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by the Seller or an Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two three Business Days after receipt) remit such funds into a Lock-Box AccountAccount (except in the case of Specified Receivables). The Seller will cause each Lock-Box Bank to comply with Except as otherwise provided in this Agreement, the terms of each applicable Lock-Box Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Except as otherwise provided in this Agreement, the Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, Non-Receivable Cash Deposits may be deposited in a Lock-Box Account provided that theso long as the following conditions are met: (i) Seller (or the Servicer on its behalf) shall promptly (but in any event within two Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account. and (ii) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, the Servicer, the Originator and/or the Seller (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box AccountAccount (other than the Pep Boys Collections). If such other funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will notServicer shall at all times maintain or cause to be maintained such documents, books, records and other information necessary or advisable to (i) on a prompt basis identify Collections of Pool Receivables received from time to time, (ii) on a prompt basis identify Pep Boys Collections received from time to time and the Pep Boys Receivable to which each portion of Pep Boys Collections relate. The Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds (other than the Pep Boys Collections). The Seller Servicer shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.. (g)

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account, except in the case of any Payment-on-Delivery Transactions and provided, that, the Seller may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by the Seller or an Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two three Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with Account (except in the terms case of each applicable Lock-Box AgreementSpecified Receivables). The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator. Notwithstanding the foregoing, for administrative convenience, the Seller (or the Servicer on its behalf) shall deposit Non-Receivable Cash Deposits to a Lock-Box Account provided that the Seller (or the Servicer on its behalf) shall promptly (but in any event within one Business Day after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account.

Payments on Receivables, Accounts. The Seller will, and will cause each the Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an the Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The After the occurrence of a Collection Agent Replacement Event, the Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit D if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit E (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountCollection Account (subject to the proviso to Section 4.3(a) of this Agreement with respect to Pool Receivables the Originator thereof is Avantor, Inc. or NuSil Technology LLC). If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Collection Account. The Seller will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box AgreementAccount Control Agreement (subject to the proviso to Section 4.3(a) of this Agreement regarding the delivery of an executed Account Control Agreement for the Collection Accounts that receive Collections for Pool Receivables the Originator of which is Avantor, Inc. or NuSil Technology LLC). The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only addadd or replace, and shall only permit an Originator to addadd or replace, a Lock-Box Collection Account Bank (or the related lock-box or post office box), ) or Lock-Box Collection Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Account Control Agreement and an executed and acknowledged copy of a Lock-Box an Account Control Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lock-box or post office box), upon 30 thirty (30) days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or to the SunTrust Account; provided that no later than ninety (90) days from the Closing Date, the Seller shall have terminated (or caused to be terminated) the SunTrust Account, and instructed all applicable Obligors to remit Collections to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.

Payments on Receivables, Accounts. Within 90 days of the date hereof, the Seller will, and will cause each Originator to, instruct all Persons who are Obligors on the date such instruction is given (and who have not otherwise been so instructed) to deliver payments on the Pool Receivables (other than Lebanon Receivables) to a Lock-Box Account, except in the case of any cash-on-delivery transaction or payments made by Obligors at retail locations, payment centers or distributors. The Seller will, and will cause each Originator to, at all times instruct all Persons who thereafter become Obligors to deliver payments on the Pool Receivables (other than Lebanon Receivables) to a Lock-Box Account, except in the case of any cash-on-delivery transaction or payments made by Obligors at retail locations, payment centers or distributors. If any such payments or other Collections are received by the Seller or an Originator, including without limitation, payments or other Collections received in connection with any cash-on-delivery transaction or payments made by Obligors at retail locations, payment centers or distributors, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two three Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with Account (except in the terms case of each applicable Lock-Box AgreementLebanon Receivables). The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Collection Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Collection Account. The Seller will cause each Lock-Box Bank and Collection Account Bank to comply with the terms of each applicable Lock-Box Agreement or Collection Account Agreement. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account or any Collection Account. If such funds are nevertheless deposited into any Lock-Box Account or any Collection Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreementthe Agreement or a Collection Account or Collection Account Bank, if the Administrator has given its prior written consent thereto and has received notice of such addition, a copy of any new Lock-Box Agreement addition and an executed and acknowledged copy of a Lock-Box Agreement and/or Collection Account Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountAccount (subject to the proviso to Section 4.3 of this Agreement with respect to Pool Receivables the Originator thereof is AMRESCO, LLC or BioExpress, LLC). If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementAgreement (subject to the proviso to Section 4.3 of this Agreement regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that receive Collections for Pool Receivables the Originator of which is AMRESCO, LLC or BioExpress, LLC). The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to addadd or replace, a Lock-Box Bank (or the related lock-box or post office box), ) or Lock-Box Account to those listed on Schedule II to this Agreement, Agreement if the Administrator has received notice of such additionaddition or replacement, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance prior notice to and with the prior written consent of the Administrator.

Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an any Originator, it shall hold such payments in trust for the benefit of the Administrator Administrative Agent, the Co-Collateral Agents and the Purchasers and promptly (but in any event within two one Business Days Day after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds of any Affiliate or any funds not constituting either Collections or any other than Collections on Pool Receivables and other Pool Assets funds to which the Administrative Agent, the Co-Collateral Agents or any Purchaser is entitled to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, and the Collection Agent will not, commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Agent the Co-Collateral Agents or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator the Originators to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit E if the Administrator has Administrative Agent and the Co-Collateral Agents have received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit F (with such changes as are acceptable to the Administrator Administrative Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAdministrative Agent.

Payments on Receivables, Accounts. The Seller will, and Each Originator will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box AccountBox. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers Buyer and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Accountat the direction of the Buyer. The Seller Each Originator will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit After the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If occurrence of a Termination Event or the Liquidity Termination Date, such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller Originator will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser Buyer is entitled with any other fundsfunds provided, however, that notwithstanding the foregoing, Tronox LLC may permit amounts received with respect to non-trade receivable related payments from Lockbox #23850 maintained with JPMorgan Chase Bank, N.A. to be deposited into the same Lock-Box Account as Collections provided that Tronox LLC shall make reasonable efforts to identify and segregate such amounts from Collections as soon as possible. The Seller Each Originator shall only add, and shall only permit an Originator to add, add a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F of the Second Tier Agreement if the Administrator Buyer has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance Letter (with such changes as are acceptable to the Administrator Buyer) from any such new Lock-Box Bank. The Seller Each Originator shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorBuyer.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Collection Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator Administrative Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account or a Collection Account. The Seller Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement and Intercreditor Agreement, and cause each Collection Account Bank to comply with the terms of each applicable or Collection Account Agreement. The Seller Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account or any Collection Account, other than as explicitly set forth in the Intercreditor Agreement. If such funds are nevertheless deposited into any Lock-Box AccountAccount or any Collection Account in violation of the preceding sentence, the Seller Servicer will promptly identify such funds for segregation. The Seller will notOther than as set forth in the Intercreditor Agreement, and the Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds held in any Lock-Box Account or Collection Account to which the Administrator, any Purchaser Administrative Agent or any Purchaser is entitled with any other funds. The Seller Servicer shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreementthe Agreement or a Collection Account or Collection Account Bank, if the Administrator Administrative Agent has given its prior written consent thereto and has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator Administrative Agent from any such new Lock-Box Bank. The Seller Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon 30 days’ advance notice to with the Administratorprior written consent of the Administrative Agent.

Payments on Receivables, Accounts. The Seller will, and Servicer will cause each Originator to, at all times instruct all Obligors (or cause such Obligor to authorize the Servicer or the applicable Originator or Sub-Originator to debit such Obligor’s account and remit on such Obligor’s behalf) to deliver payments on the Pool Receivables billed or invoiced after December 14, 2014 to a Lock-Box Collection Account. If any such payments or other Collections are received by the Seller or an OriginatorServicer, it shall hold such payments in trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box an Eligible Collection Account. The Seller Servicer will cause each Lock-Box Collection Account Bank to comply with the terms of each applicable Lock-Box Collection Account Agreement. The Seller Servicer will not permit the funds other than (i) Collections on Pool Receivables and other Pool Assets Assets, (ii) Chevron Collections and (iii) FEMA Collections to be deposited into any Lock-Box Collection Account. If such funds are nevertheless deposited into any Lock-Box Collection Account, the Seller Servicer will promptly identify such funds for segregation. The Seller will not, and Servicer will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds (other than Chevron Collections and FEMA Collections). The Seller Servicer shall only add, and shall only permit an Originator to add, add a Lock-Box Collection Account Bank (or the related lock-box or post office box), or Lock-Box Box) or Collection Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Collection Account Agreement and an executed and acknowledged copy of a Lock-Box Collection Account Agreement in form and substance acceptable to the Administrator from any such new Lock-Box Collection Account Bank. The Seller Servicer shall only terminate a Lock-Box Collection Account Bank or close a Lock-Box Collection Account (or the related lockLock-box or post office boxBox), upon 30 days’ advance notice to the Administrator.. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Documents, upon the occurrence of Cease Commingling Date:

Payments on Receivables, Accounts. The Upon the occurrence of a Collection Agent Replacement Event or a Termination Event, the Seller will, and will cause each Originator toto (except that Lock-Box Letters for Collections on Receivables originated by Prestolite Power and Switch need not be in place before August 2, 2002), at all times instruct all its Obligors to deliver payments on the Pool Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or an Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box AgreementLetter. The Seller will not permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Upon the occurrence of a Collection Agent Replacement Event or a Termination Event, the Seller will not, and will not permit the Servicer, any Originator Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit an Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement Letter substantially in the form and substance of Exhibit G (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorAgent.

Payments on Receivables, Accounts. The Seller will, and Such Originator will cause each Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables sold by it hereunder to a Lock-Box or a Lock-Box Account; provided that, with respect to any Obligor that had been instructed to send payments on any Receivable to the JPMorgan Lock-Box or JPMorgan Lock-Box Account, the Originator will instruct each such Obligor to deliver payments on its Receivables to a Lock-Box Accountor a Lock-Box Account within 45 days after the Closing Date. If any such payments or other Collections are received by the Seller or an such Originator, it shall hold such payments in trust for the benefit of the Administrator Buyer and the Purchasers its assigns and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller Within 45 days after the Closing Date, such Originator shall have delivered to the Agent and executed and acknowledged copy of a Lock-Box Agreement substantially in the form of Exhibit H to the Second Tier Agreement (with such changes acceptable to the Agent) from each of its Lock-Box Banks. Such Originator will cause each of its Lock-Box Bank Banks to comply with the terms of each applicable Lock-Box Agreement. The Seller Such Originator will not permit the funds other than Collections on Pool that do not constitute proceeds of Receivables and other Pool Assets to be deposited into any of its Lock-Box AccountAccounts. If such funds are nevertheless deposited into any of its Lock-Box AccountAccounts, the Seller such Originator will promptly identify such funds for segregation. The Seller Such Originator will not, and will not permit the Servicer, any Originator Servicer or other Person to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser Buyer is entitled with any other funds. The Seller Such Originator shall only add, and shall only permit an Originator to add, add a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II Exhibit G to this Agreement, the Second Tier Agreement if the Administrator has Buyer and the Agent have received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement substantially in the form and substance of Exhibit H to the Second Tier Agreement (with such changes as are acceptable to the Administrator Agent) from any such new Lock-Box Bank. The Seller Such Originator shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon 30 days’ days advance notice to the AdministratorBuyer and the Agent.