Common use of Payments on Receivables, Lock-Box Accounts Clause in Contracts

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit 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 Servicer will within two Business Days identify and transfer such funds, to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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 Lock-Box. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller Servicer or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Seller shall not permit 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 (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, to the appropriate Person entitled to such funds. The Servicer 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 Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller (or the Servicer shall not permit on its behalf) will use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets to be from being deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Seller (or the Servicer on its behalf) will notuse commercially reasonable efforts to prevent the Servicer, and will not permit any Originator or other Person to commingle from, commingling Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Administrator (which shall not be unreasonably withheld so long as the foregoing, if on any date, any funds in payment Seller or the Servicer can provide satisfactory evidence to the Administrator that Obligors of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Pool Assets are no longer making payments to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account (or the related Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee)).

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) 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 Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, 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 payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer Servicer, the Transferor or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrative Agent and the Purchasers other Secured Parties and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Pool Assets Collateral and (ii) collections on Excluded Receivables, to be deposited into any Lock-Box Account. If such funds or any collections on Excluded Receivables are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days of receipt identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the Servicer, the Transferor, any Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled entitled, with any other fundsfunds (other than the temporary commingling of Collections with collections on Excluded Receivables provided that such collections on Excluded Receivables are identified and removed from the applicable Lock-Box Account within two (2) Business Days following receipt thereof). The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged (not to be unreasonably withheld, conditioned or delayed) copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoingAdministrative Agent, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds not to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale unreasonably withheld, conditioned or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeedelayed.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator and the Servicer to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account Account. The Seller (or a Lock-Boxthe Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originator. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer Seller or an any Originator, it Seller shall hold (or shall cause the Seller or such Originator to holdPerson to) hold such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrator and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall 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 shall (or shall cause the Servicer will within two Business Days to) promptly identify and transfer such fundsfunds for segregation. Except as set forth in the following paragraphs, to the appropriate Person entitled to such funds. The Servicer Seller will not, and will not permit the Servicer, any Originator or other Person to to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer Seller shall only add a Lock-Box Account (or replace, and shall only permit the related Lock-Box)Originator to add or replace, or 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 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Locklock-Box) box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. If any such payments on the Pool Receivables or other Collections are received by the SellerServicer, the Servicer Seller or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets to be from being deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will use commercially reasonable efforts to not permit 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 Servicer shall only add add, a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Administrator (which shall not be unreasonably withheld so long as the foregoing, if on any date, any funds in payment Seller or the Servicer can provide satisfactory evidence to the Administrator that Obligors of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Pool Assets are no longer making payments to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account (or the related Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee)).

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, instruct (or cause a Sub-Servicer to instruct) all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. 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 payments on the Pool Receivables or other Collections are received by the SellerBorrower (other than into a Lock-Box Account), the Servicer Servicer, the Transferor or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrative Agent and the Purchasers other Secured Parties and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Pool Assets Collateral and (ii) collections on Excluded Receivables, to be deposited into any Lock-Box Account. If such funds or any collections on Excluded Receivables are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days of receipt identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled entitled, with any other fundsfunds (other than the temporary commingling of Collections with collections on Excluded Receivables provided that such collections on Excluded Receivables are identified and removed from the applicable Lock-Box Account within two (2) Business Days following receipt thereof). The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (not to be unreasonably withheld, conditioned or delayed). The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator and the Servicer to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account Account. The Seller (or a Lock-Boxthe Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an any Originator, it Seller shall hold (or shall cause the Seller or such Originator to holdPerson to) hold such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrator and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall Seller will not permit the funds other than Collections on Pool Receivables and Receivables, other Pool Assets and, unless a Termination Event or Unmatured Termination Event has occurred and is continuing, Unencumbered Excluded Receivables to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller shall (or shall cause the Servicer will to) promptly (but in any event within two Business Days after such deposit) identify and transfer remove such funds, to the appropriate Person entitled to such fundsfunds from any Lock-Box Account. The Servicer Seller will not, and will not permit the Servicer, any Originator or other Person to to, commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other fundsfunds other than, so long as (x) no Termination Event or Unmatured Termination Event has occurred and is continuing and (y) the amount of Unencumbered Excluded Receivables does not exceed $5,000,000 in any calendar month, Unencumbered Excluded Receivables. The Servicer Seller shall only add a Lock-Box Account (or replace, and shall only permit the related Lock-Box)Servicer or an Originator to add or replace, or 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 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Locklock-Box) box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator. Notwithstanding Upon the foregoingoccurrence of a Termination Event or Unmatured Termination Event, if on any date, any funds in payment the Seller shall instruct the obligor of any amounts owed in respect of any each Unencumbered Excluded Receivable (including purchase price, finance charges, interest to cease remitting payments with respect to all Unencumbered Excluded Receivables to any Lock-Box Account and all other charges) or funds to be applied instead remit payments with respect thereto to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly account or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to lock-box (other than a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any ) from time to time identified to such funds to the owner of such Excluded Receivable or its designeeobligor.

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) 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 Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) segregate such Collections from other property of the Servicer and the Originators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer Borrower will not cause each any Lock-Box Bank to comply with violate the terms of each applicable any Lock-Box Agreement. The Servicer Borrower shall not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the Servicer (so long as the Servicer is NuStar), any Originator or any other Person to commingle in any Lock-Box Account Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other fundsfunds other than Affiliate Collections. The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the AdministratorAdministrative Agent. Notwithstanding anything to the foregoing, if on any date, any funds contrary set forth in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor this Agreement or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.Transaction Document:

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-BoxAccount. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorServicer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrator and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall will not permit the funds other than Collections on Pool Receivables and Receivables, other Pool Assets and, unless a Termination Event or Unmatured Termination Event has occurred and is continuing, Unencumbered Excluded Receivables to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will promptly (but in any event within two Business Days after any such Deposit) identify and transfer remove such funds, to the appropriate Person entitled to such fundsfunds from any Lock-Box Account. The Servicer will not, and will not permit 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, so long as (x) no Termination Event or Unmatured Termination Event has occurred and is continuing and (y) the amount of Unencumbered Excluded Receivables does not exceed $5,000,000 in any calendar month, Unencumbered Excluded Receivables. The Servicer shall only add a Lock-Box Account (or the related Lock-Box)replace, or 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 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Locklock-Box) box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator. Notwithstanding Upon the foregoingoccurrence of a Termination Event or Unmatured Termination Event, if on any date, any funds in payment the Servicer shall instruct the obligor of any amounts owed in respect of any each Unencumbered Excluded Receivable (including purchase price, finance charges, interest to cease remitting payments with respect to all Unencumbered Excluded Receivables to any Lock-Box Account and all other charges) or funds to be applied instead remit payments with respect thereto to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly account or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to lock-box (other than a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any ) from time to time identified to such funds to the owner of such Excluded Receivable or its designeeobligor.

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. The Servicer will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) segregate such Collections from other property of the Servicer and the Originators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle in any Lock-Box Accounts Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other fundsfunds other than Affiliate Collections. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the AdministratorAdministrative Agent. Notwithstanding anything to the foregoing, if on any date, any funds contrary set forth in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor this Agreement or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.Transaction Document:

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Pool Obligors to deliver all payments on the Pool Receivables (other than Digital Insight Receivables at any time prior to the Digital Insight Receivables Eligibility Date,) to a Lock-Box Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and necessary to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an OriginatorOriginator other than in a Lock-Box Account, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, Administrative Agent (for the Purchaser Agents and benefit of the Purchasers Secured Parties) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit If any funds other than Collections on Pool Receivables and (or other Pool Assets to be deposited into any Lock-Box Account. If such funds proceeds of the Collateral) are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer will on its behalf) will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (or pursuant to other arrangements consented to in writing by the Administrative Agent and each Group Agent). The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer Each Originator 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 Lock-Box. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent (as assignee of the Buyer), the Purchaser Agents Purchasers (as assignee of the Buyer) and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Originators shall not take or permit any actions that would cause any funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If any such funds are nevertheless deposited into any Lock-Box Account, the Originators will cause the Servicer will to, within two (2) Business Days Days, identify and transfer such funds, funds out of the Lock-Box Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer Originators will not, and will not permit instruct any Originator or other Person Person, to commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer Originators shall only add (or permit the Servicer to add) a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this in the Note Purchase Agreement, if the Administrator Administrative Agent (as assignee of the Buyer) has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent (as assignee of the Buyer) from any such new the applicable Lock-Box Bank. The Servicer Originators shall only terminate (or permit the Servicer to terminate) a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable Administrative Agent (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds as assignee of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeBuyer).

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-BoxBox (or at any time prior to the Lock-Box Conversion Date, so long as no Termination Event has occurred and is continuing, the Citi Account). If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account; provided, however, at any time prior to the Lock-Box Conversion Date, so long as no Termination Event has occurred and is continuing, funds received in the Citi Account shall not be required to be remitted to a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit 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 Servicer will within two Business Days identify and transfer such funds, to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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 Lock-BoxBox (or at any time prior to the Lock-Box Conversion Date, so long as no Termination Event has occurred and is continuing, the Citi Account). If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller Servicer or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account; provided, however, at any time prior to the Lock-Box Conversion Date, so long as no Termination Event has occurred and is continuing, funds received in the Citi Account shall not be required to be remitted to a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Seller shall not permit 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 (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, to the appropriate Person entitled to such funds. The Servicer 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 Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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 Lock-Box. The Seller (or the Servicer on its behalf) shall cause all cash, checks and other remittances received in a Lock-Box to be deposited directly to a Lock-Box Account. If any payments on the Pool Receivables or other Collections are received by the Sellerany Celanese Party, the Servicer or an Originator, it Seller shall hold (or cause the Seller or such Originator Celanese Party to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Seller shall not permit funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account; provided, however, that the Seller and the Servicer may permit Approved Third Party Collections to be received in the Lock-Box Accounts in accordance with the terms hereof. If such funds are nevertheless deposited into any Lock-Box Account, and with respect to any Approved Third Party Collections received in the Lock-Box Accounts, the Seller (or the Servicer on its behalf) will within two three (3) Business Days identify and transfer such funds, funds out of the Lock-Box Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding The Seller shall (or shall cause the foregoingServicer to) maintain systems and records sufficient to promptly identify any Approved Third Party Collections received in the Lock-Box Accounts from time to time. Within three (3) Business Days of receiving any Approved Third Party Collections in any Lock-Box Account, if on any date, any the Seller shall (or shall cause the Servicer to) such Approved Third Party Collections and transfer such funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds out of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account to (or pursuant to the instructions of) the Person entitled to such funds. If so instructed by the Administrator following the occurrence of a Termination Event, the Seller shall (or shall cause the Servicer to) promptly (but not later than 2 Business Days following such instruction from the Administrator) instruct all payors of Approved Third Party Collections in writing to cease paying Approved Third Party Collections to the Lock-BoxBoxes, which instructions shall also notify such payors of the Servicer shall remit Seller’s and the amount of any such Administrator’s ownership and security interests in the Lock-Box Accounts and funds to the owner of such Excluded Receivable or its designeeon deposit therein.

Payments on Receivables, Lock-Box Accounts. The Servicer Issuer will, and will cause instruct the Sub-Originator and each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. The Issuer will, and will instruct the Sub-Originator and each Originator to, 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 Sub-Originator and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorIssuer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Agents Purchasers and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer Issuer will cause instruct each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Issuer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer Issuer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Issuer will not, and will instruct the Servicer, the Sub-Originator and each Originator not permit any Originator or other Person to to, commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer Issuer shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Issuer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. 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 Sub-Originators and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorServicer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Agents Purchasers and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit any Originator or other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Each SPV Entity (or a Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Pool Obligors to deliver all payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. Each SPV Entity (or a Servicer on its behalf) will, and will cause each Originator to, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and necessary to segregate such Collections from other property of the Servicers and the Originators. If any payments on the Pool Receivables or other Collections are received by the Sellersuch SPV Entity, the a Servicer or an OriginatorOriginator other than in a Lock-Box Account, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, Administrative Agent (for the Purchaser Agents and benefit of the Purchasers Secured Parties) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit If any funds other than Collections on Pool Receivables (or other proceeds of the Sold Assets and other Pool Assets to be deposited into any Lock-Box Account. If such funds Pledged Collateral) are nevertheless deposited into any Lock-Box Account, the each SPV Entity (or a Servicer will on its behalf) will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Each SPV Entity shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (or pursuant to other arrangements consented to in writing by the Administrative Agent and each Group Agent). The Servicer No SPV Entity shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with without the prior written consent of the AdministratorAdministrative Agent. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed the Seller and the U.S. Servicer shall be permitted to instruct Obligors in respect of any Excluded Receivable Subject Cardtronics Receivables to deliver payments on Subject Cardtronics Receivables to the Subject Cardtronics Account so long as such Obligors were directed to pay to the Subject Cardtronics Account prior to the Closing Date. If a Termination Event or Unmatured Termination Event shall have occurred and is continuing, then the Seller (including purchase price, finance charges, interest and or the U.S. Servicer on its behalf) shall cause all other charges) or funds Collections received in the Subject Cardtronics Account to be applied transferred into a U.S. Collection Account within two (2) Business Days of receipt. If at any time the Administrative Agent (acting in its sole discretion) so instructs the Seller or U.S. Servicer in writing, the Seller (or the U.S. Servicer on its behalf) shall cause the Subject Cardtronics Account to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of i) be assigned or novated from Cardtronics USA, Inc., to the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereonSeller, (ii) are delivered become subject to a Lock-Box Account or Agreement and (iii) become, and meet all requirements hereunder for, a Lock-BoxBox Account, in each case, within not more than thirty (30) days after the Servicer shall remit the amount of any such funds to the owner Seller’s or U.S. Servicer’s receipt of such Excluded Receivable notice; provided, however that at (x) at no time shall the aggregate Outstanding Balance of all Eligible Receivables that are Subject Cardtronics Receivables then deposited into the Subject Cardtronics Account exceed 5.0% of the aggregate Outstanding Balance of all Receivables then in the Receivables Pool and (y) the Seller (or the U.S. Servicer on its designeebehalf) shall maintain such books and records necessary to identify Collections relating to Subject Cardtronics Receivables from other Collections and amounts received by it (or an Affiliate thereof).

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) 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 Lock-Box. The Borrower (or the Servicer on its behalf) will, and will instruct each Originator to, 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one two (2) Business Day Days after becoming aware of such receipt) remit such funds into a Lock-Box Account. The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Pool Assets to be Collateral are deposited into any Lock-Box Account. If such other funds are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and subject to Section 4.01(a), will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.or

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. The Servicer will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables, (ii) segregate such Collections from other property of the Servicer and the Originators, (iii) identify Subject Collections received from time to time and (iv) segregate such Subject Collections from other property of the Servicer and the Originators. The Servicer shall provide such information with respect to Subject Collections deposited into each Lock-Box Account (and any related Lock-Box) as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrative Agent and the Purchasers other Secured Parties and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than (i) Collections on Pool Receivables Receivables, other Collateral and other Pool Assets (iii) Subject Collections, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled entitled, with any other fundsfunds (other than Subject Collections). The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of notice to the AdministratorAdministrative Agent. Notwithstanding anything to the foregoingcontrary set forth above, if on any date, any funds in payment an Event of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest Default or Ratings Event has occurred and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.is continuing:

Payments on Receivables, Lock-Box Accounts. The Servicer Issuer will, and will cause instruct each Sub-Originator and each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. The Issuer will, and will instruct each Sub-Originator and each Originator to, 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, each Sub-Originator and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorIssuer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Agents Purchasers and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer Issuer will cause instruct each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Issuer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer Issuer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Issuer will not, and will instruct the Servicer, each Sub-Originator and each Originator not permit any Originator or other Person to to, commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer Issuer shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Issuer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, instruct (or cause a Sub-Servicer to instruct) all Obligors (or their Paying Agents or Managed Service Providers) to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. 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 Sub-Servicers, the Paying Agents, the Managed Service Providers and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower (other than into a Lock-Box Account), the Servicer Servicer, a Sub-Servicer, a Paying Agent or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrative Agent and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days of receipt identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. If any such payments on the Pool Receivables or other Collections are received by the SellerServicer, the Servicer Seller or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets to be from being deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will use commercially reasonable efforts to not permit 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 Servicer shall only add add, a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Administrator (which shall not be unreasonably withheld, conditioned or delayed so long as the foregoing, if on any date, any funds in payment Seller or the Servicer can provide satisfactory evidence to the Administrator that Obligors of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Pool Assets are no longer making payments to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account (or the related Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee)).

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. 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 Sub-Originator and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorServicer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Agents Purchasers and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit any Originator or other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors (or their Paying Agents or Managed Service Providers) to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, 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 Sub-Servicers, the Paying Agents, the Managed Servicer Providers and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer Servicer, a Sub-Servicer, a Paying Agent or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrative Agent and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Borrower shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days of receipt identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the Servicer, any Sub-Servicer, any Paying Agent, any Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Each Servicer will, and will (or will cause each Originator to, at all times, ) instruct all Pool Obligors to deliver all payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. Each Servicer will, and will cause each Originator to, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and necessary to segregate such Collections received from other property of such Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the such Servicer or an Originatorother than in a Lock-Box Account, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, Administrative Agent (for the Purchaser Agents and benefit of the Purchasers Secured Parties) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit If any funds other than Collections on Pool Receivables (or other proceeds of the Sold Assets and other Pool Assets to be deposited into any Lock-Box Account. If such funds Pledged Collateral) are nevertheless deposited into any Lock-Box Account, the such Servicer will will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 A Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (or pursuant to other arrangements consented to in writing by the Administrative Agent and each Group Agent). The A Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the AdministratorAdministrative Agent. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed the Seller and the U.S. Servicer shall be permitted to instruct Obligors in respect of any Excluded Receivable Subject Cardtronics Receivables to deliver payments on Subject Cardtronics Receivables to the Subject Cardtronics Account so long as such Obligors were directed to pay to the Subject Cardtronics Account prior to the Closing Date. If a Termination Event or Unmatured Termination Event shall have occurred and is continuing, then the Seller (including purchase price, finance charges, interest and or the U.S. Servicer on its behalf) shall cause all other charges) or funds Collections received in the Subject Cardtronics Account to be applied transferred into a U.S. Collection Account within two (2) Business Days of receipt. If at any time the Administrative Agent (acting in its sole discretion) so instructs the Seller or U.S. Servicer in writing, the Seller (or the U.S. Servicer on its behalf) shall cause the Subject Cardtronics Account to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of i) be assigned or novated from Cardtronics USA, Inc., to the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereonSeller, (ii) are delivered become subject to a Lock-Box Account or Agreement and (iii) become, and meet all requirements hereunder for, a Lock-BoxBox Account, in each case, within not more than thirty (30) days after the Servicer shall remit the amount of any such funds to the owner Seller’s or U.S. Servicer’s receipt of such Excluded Receivable notice; provided, however that at (x) at no time shall the aggregate Outstanding Balance of all Eligible Receivables that are Subject Cardtronics Receivables then deposited into the Subject Cardtronics Account exceed 5.0% of the aggregate Outstanding Balance of all Receivables then in the Receivables Pool and (y) the Seller (or the U.S. Servicer on its designeebehalf) shall maintain such books and records necessary to identify Collections relating to Subject Cardtronics Receivables from other Collections and amounts received by it (or an Affiliate thereof).

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) 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 (or the Servicer shall not permit on its behalf) will use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets to be from being deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Seller (or the Servicer on its behalf) will notuse commercially reasonable efforts to prevent the Servicer, and will not permit any Originator or other Person to commingle from, commingling Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Administrator (which shall not be unreasonably withheld so long as the foregoing, if on any date, any funds in payment Seller or the Servicer can provide satisfactory evidence to the Administrator that Obligors of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Pool Assets are no longer making payments to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account (or the related Lock-Box)). Notwithstanding anything herein to the contrary (including, without limitation, the Servicer shall remit pledge of the amount of Lock-Box Accounts pursuant to Section 1.2(d) and the Seller’s and the Servicer’s obligations to use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets from being deposited into any such funds Lock-Box Account), but subject to the owner remainder of such Excluded Receivable or its designee.this clause (f):

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections 704052263 12403015 are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit 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 Servicer will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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, except cash concentration accounts maintained by Meritor, prior to segregation pursuant to Section 1.4 of the Agreement. The Servicer shall only add add, a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) 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 Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Borrower shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller (or the Servicer shall not permit on its behalf) will use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets to be from being deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Seller (or the Servicer on its behalf) will notuse commercially reasonable efforts to prevent the Servicer, and will not permit any Originator or other Person to commingle from, commingling Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Administrator (which shall not be unreasonably withheld, conditioned or delayed so long as the foregoing, if on any date, any funds in payment Seller or the Servicer can provide satisfactory evidence to the Administrator that Obligors of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Pool Assets are no longer making payments to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account (or the related Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee)).

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-BoxAccount. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorServicer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrator and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer 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 Servicer shall 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 Servicer will within two Business Days promptly identify and transfer such funds, to the appropriate Person entitled to such fundsfunds for segregation. The Servicer will not, and will not permit 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 hereunder with any other funds. The Servicer shall only add a Lock-Box Account (or the related Lock-Box)replace, or 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 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Locklock-Box) box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer Each Originator 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 708335522 00000000 a Lock-Box. Each Originator will at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Receivables and (ii) segregate such Collections from other property of the other Originators or other Affiliates, if any, held by such Originator; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Seller Buyer or such Originator the Servicer to hold) such payments in trust for the benefit of the AdministratorBuyer (and the Administrative Agent, the Purchaser Group Agents and the Purchasers Lenders as the Buyer’s assignees) and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer Originators will not cause each any Lock-Box Bank to comply with violate the terms of each applicable any Lock-Box Agreement. The Servicer Originators shall not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Originators (or the Servicer will on its behalf) will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Originators will not, and will not permit any Originator or other Person Person, to commingle Collections or in any Lock-Box Account with any other funds to which the AdministratorBuyer (or the Administrative Agent, any Purchaser Agent the Group Agents or any Purchaser the Lenders, as the Buyer’s assignees) is entitled with any other fundsthan Affiliate Collections. The Servicer Originators shall only add (or permit the Servicer to add) a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Originators shall only terminate (or permit the Servicer to terminate) a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the AdministratorAdministrative Agent. Notwithstanding anything to the foregoing, if on any date, any funds contrary set forth in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor this Agreement or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.Transaction Document:

Payments on Receivables, Lock-Box Accounts. The Such Originator (or the Servicer on its behalf) 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 Lock-Box. Such Originator (or the Servicer on its behalf) 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 and the other Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an such Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorBuyer, the Purchaser Administrative Agent, the Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Such Originator (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Such Originator shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Such Originator will not, and will not permit the Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled with any other funds. The Servicer Such Originator shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Such Originator shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. The Servicer shall cause all cash, checks and other remittances received in a Lock-Box to be deposited directly to a Lock-Box Account. If any payments on the Pool Receivables or other Collections are received by the Sellerany Celanese Party, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator Celanese Party to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account; provided, however, that the Seller and the Servicer may permit Approved Third Party Collections to be received in the Lock-Box Accounts in accordance with the terms hereof. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two three Business Days identify and transfer such funds, to funds out of the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 fundsLock-Box Account. The Servicer shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding The Servicer shall maintain systems and records sufficient to promptly identify any Approved Third Party Collections received in the foregoingLock-Box Accounts from time to time. Within three (3) Business Days of receiving any Approved Third Party Collections in any Lock-Box Account, if on any date, any the Servicer shall transfer such funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a out ofthe Lock-Box Account to (or Lock-Boxpursuant to the instructions of) the Person entitled to such funds. If so instructed by the Administrator following the occurrence of a Termination Event, the Servicer shall remit promptly (but not later than three (3) Business Days following such instruction from the amount Administrator) instruct all payors of any such funds Approved Third Party Collections in writing to cease paying Approved Third Party Collections to the owner Lock-Boxes, which instructions shall also notify such payors of such Excluded Receivable or its designeethe Seller’s and the Administrator’s ownership and security interests in the Lock-Box Accounts and funds on deposit therein.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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 Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators (including without limitation Other Navistar Collections). If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Except for Other Navistar Collections, the Seller shall not permit 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 (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, and all Funds constituting Other Navistar Collections to the appropriate Person entitled to such funds. The Servicer Except with respect to Other Navistar Collections, 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, except cash concentration accounts maintained by Meritor, prior to segregation pursuant to Section 1.4 of the Agreement. The Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. If any such payments on the Pool Receivables or other Collections are received by the SellerServicer, the Servicer Seller or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer 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 Servicer shall not permit use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets to be from being deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will use commercially reasonable efforts to not permit 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 Servicer shall only add add, a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Administrator (which shall not be unreasonably withheld so long as the foregoing, if on any date, any funds in payment Seller or the Servicer can provide satisfactory evidence to the Administrator that Obligors of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Pool Assets are no longer making payments to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account (or the related Lock-Box)). Notwithstanding anything herein to the contrary (including, without limitation, the Servicer shall remit pledge of the amount of Lock-Box Accounts pursuant to Section 1.2(d) and the Servicer’s obligations to use commercially reasonable efforts to prevent funds other than Collections on Pool Receivables and other Pool Assets from being deposited into any such funds Lock-Box Account), but subject to the owner remainder of such Excluded Receivable or its designee.this clause (f):

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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 Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Seller shall not permit 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 (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer 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, except cash concentration accounts maintained by Meritor, prior to segregation pursuant to Section 1.4 of the Agreement. The Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the AdministratorAdministrative Agent. Notwithstanding Upon receipt from any Lock-Box Bank of notice that such Lock-Box Bank is terminating or intends to terminate any Lock-Box Agreement, the foregoingBorrower (or the Servicer on its behalf) will, if and will cause each Originator to, at all times, instruct all Obligors to deliver payments on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds the Pool Receivables to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered a different Lock-Box that is subject to a Lock-Box Account Agreement that has not been terminated (or that the applicable Lock-Box, the Servicer shall remit the amount of any such funds Box Bank does not intend to the owner of such Excluded Receivable or its designeeterminate).

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (i) with respect to Subject Receivables, to an Approved Settlement Account and (ii) with respect to any other Receivable, to a Lock-Box Account or a Lock-BoxLock-Box. The Borrower (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in an Approved Settlement Account to a Lock-Box Account no later than five (5) Business Days (or (x) in the case of Collections received in the Exception Account maintained at KeyBank, N.A., six (6) Business Days and (y) in the case of Receivables due and payable on the day of origination, thirty-one (31) calendar days) following receipt thereof. Following the occurrence of an Event of Default, upon the request of the Administrative Agent, the Borrower (or the Servicer on its behalf) shall cause the Administrative Agent to receive read-only access to each Approved Settlement Account or, if read-only access is not available for any Approved Settlement Account, daily account statements with respect to such Approved Settlement Account. The Borrower (or the Servicer on its behalf) will, and will instruct each Originator to, 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one two (2) Business Day Days after becoming aware of such receipt) remit such funds into a Lock-Box Account. The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Pool Assets to be Collateral are deposited into any Lock-Box Account. If such other funds are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and subject to Section 4.01(a), will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other fundsfunds provided, however, that Collections relating to Subject Receivables may be commingled in an Approved Settlement Account with other funds until required to be remitted to a Lock-Box Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from the Borrower’s indemnification obligations with respect to commingling pursuant to Section 13.01. The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Borrower shall only add an Approved Settlement Account or Settlement Account Bank to those listed on Schedule III to this Agreement, if the Administrative Agent has received notice of such addition. The Borrower shall only terminate a Lock-Box Bank or a Settlement Account Bank or close a Lock-Box Account (or the a related Lock-Box) or Approved Settlement Account, in each case, with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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 Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Seller shall not permit 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 (or the Servicer on its behalf) will within two Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer 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 Servicer shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank except cash concentration accounts maintained by Meritor, prior to those listed on Schedule II segregation pursuant to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.Section 1.4

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Pool Obligors to deliver all payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and necessary to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an OriginatorOriginator other than in a Lock-Box Account, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, Administrative Agent (for the Purchaser Agents and benefit of the Purchasers Secured Parties) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit If any funds other than Collections on Pool Receivables and (or other Pool Assets to be deposited into any Lock-Box Account. If such funds proceeds of the Collateral) are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer will on its behalf) will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (or pursuant to other arrangements consented to in writing by the Administrative Agent and each Group Agent). The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Pool Obligors to deliver all payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and necessary to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an OriginatorOriginator other than in a Lock-Box Account, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, Administrative Agent (for the Purchaser Agents and benefit of the Purchasers Secured Parties) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit If any funds other than Collections on Pool Receivables and (or other Pool Assets to be deposited into any Lock-Box Account. If such funds proceeds of the Collateral) are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer will on its behalf) will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (or pursuant to other arrangements consented to in writing by the Administrative Agent and each Group Agent). The Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the AdministratorAdministrative Agent. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.i)

Payments on Receivables, Lock-Box Accounts. The Borrower (or the Servicer on its behalf) 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 Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Borrower shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer Borrower shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.Administrative Agent

Payments on Receivables, Lock-Box Accounts. The Servicer Each Originator 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 Lock-Box. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer an Originator or an Originatorany Celanese Party, it shall hold (or cause the Seller or such Originator Celanese Party to hold) such payments in trust for the benefit of the Buyer (and the Administrator, the Purchaser Agents and the Purchasers as the Buyer’s assignees) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer Originators will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement; provided, however, that the Originators may permit Approved Third Party Collections to be received in the applicable Lock-Box Accounts in accordance with the terms of the Receivables Purchase Agreement. The Servicer Originators shall not permit funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account; provided, however, that the Originators and the Servicer may permit Approved Third Party Collections to be received in the Lock-Box Accounts in accordance with the terms hereof. If such funds are nevertheless deposited into any Lock-Box Account, and with respect to any Approved Third Party Collections received in the Lock-Box Accounts, the Originators will cause the Servicer will to, within two three (3) Business Days identify and Days, transfer such funds, funds out of the Lock-Box Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Originators shall only add (or permit the Servicer to add) a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrator has received notice of such addition 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 Servicer Originators shall only terminate (or permit the Servicer to terminate) a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding Each Originator shall (or shall cause the foregoingServicer to) maintain systems and records sufficient to promptly identify any Approved Third Party Collections received in the Lock-Box Accounts from time to time. Within three (3) Business Days of receiving any Approved Third Party Collections in any Lock-Box Account, if on any date, any the applicable Originator shall (or shall cause the Servicer to) transfer such funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds out of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account to (or pursuant to the instructions of) the Person entitled to such funds. If so instructed by the Administrator following the occurrence of a Termination Event, the applicable Originator shall (or shall cause the Servicer to) promptly (but not later than two (2) Business Days following such instruction from the Administrator) instruct all payors of Approved Third Party Collections in writing to cease paying Approved Third Party Collections to the Lock-BoxBoxes, which instructions shall also notify such payors of the Servicer shall remit Seller’s and the amount of any such Administrator’s ownership and security interests in the Lock-Box Accounts and funds to the owner of such Excluded Receivable or its designeeon deposit therein.

Payments on Receivables, Lock-Box Accounts. The Seller (or the Servicer on its behalf) 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, a Lock-Box or, solely with respect to Canadian Obligors, to the Canadian Collection Account, a Lock-Box Account or a Lock-Box. The Seller (or the Servicer on its behalf) shall cause all cash, checks and other remittances received in a Lock-Box to be deposited directly to a Lock-Box Account. The Seller (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. If any payments on the Pool Receivables or other Collections are received by the Sellerany Celanese Party, the Servicer or an Originator, it Seller shall hold (or cause the Seller or such Originator Celanese Party to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and and, except with respect to Collections received in the Canadian Collection Account, promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will Seller shall cause each all payments on the Pool Receivables or other Collections that are received in the Canadian Collection Account to be transferred to a Lock-Box Bank to comply with Account (x) on the terms last Business Day of each applicable calendar month and (y) not later than three (3) Business Days after the amount of such payments and other Collections then on deposit in the Canadian Collection Account equals or exceeds $1,000,000. The Seller shall (or shall cause the Servicer to) maintain books and records sufficient to identify, and to segregate from other funds, all such payments and other Collections received in the Canadian Collection Account and shall not permit such payments and Collections to be transferred to any Person or account, other than to a Lock-Box Account for application in accordance with this Agreement. The Servicer Seller shall not permit funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account or the Canadian Collection Account; provided, however, that the Seller and the Servicer may permit Approved Third Party Collections to be received in the Lock-Box Accounts in accordance with the terms hereof. If such funds are nevertheless deposited into any Lock-Box Account or the Canadian Collection Account, and with respect to any Approved Third Party Collections received in the Lock-Box Accounts, the Seller (or the Servicer on its behalf) will within two three (3) Business Days identify and transfer such fundsfunds out of the Lock-Box Account or the Canadian Collection Account, as the case may be, to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Seller shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) or the Canadian Collection Account with the prior written consent of the Administrator. Notwithstanding , and unless no Termination Event or Unmatured Termination Event has occurred and is continuing, all funds related to the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest related Lock-Box Accounts or Canadian Collection Account are transferred to another Lock-Box Account and all Obligors have been instructed to make payments on Pool Receivables and other charges) or funds Collections to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a an active Lock-Box Account or related Lock-Box. The Seller shall (or shall cause the Servicer to) maintain systems and records sufficient to promptly identify any Approved Third Party Collections received in the Lock-Box Accounts from time to time. Within three (3) Business Days of receiving any Approved Third Party Collections in any Lock-Box Account, the Seller shall (or shall cause the Servicer shall remit to) identify such Approved Third Party Collections and transfer such Approved Third Party Collections out of the amount of any such funds Lock-Box Account to (or pursuant to the owner instructions of) the Person entitled to such funds. If so instructed by the Administrator following the occurrence of a Termination Event, the Seller shall (or shall cause the Servicer to) promptly (but not later than 2 Business Days following such Excluded Receivable or its designeeinstruction from the Administrator) instruct all payors of Approved Third Party Collections in writing to cease paying Approved Third Party Collections to the Lock-Boxes and Lock-Box Accounts, which instructions shall also notify such payors of the Seller’s and the Administrator’s ownership and security interests in the Lock-Box Accounts and funds on deposit therein.

Payments on Receivables, Lock-Box Accounts. The Servicer Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables Receivables, free and clear of and without deduction for any taxes, to a Lock-Box Account or a Lock-Box. Each Originator will, at all times, maintain or cause to be maintained such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Servicer Company or an Originatorthe Servicer, it shall hold (or cause such Originator, the Seller Company or such Originator the Servicer to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Company (and the Purchasers Administrative Agent and the other Secured Parties as the Company’s assignees) and promptly (but in any event within one two (2) Business Day Days after becoming aware of such receipt) remit such funds into a Lock-Box Account. The Servicer Such Originator will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Such Originator shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Pool Assets to be Collateral are deposited into any Lock-Box Account. If such other funds are nevertheless deposited into any Lock-Box Account, the Originators will cause the Servicer will to within two (2) Business Days identify and transfer such funds, funds out of the Lock-Box Account to the appropriate Person entitled to such funds. The Servicer Originators will not, and subject to Section 4.01(a) of the Receivables Financing Agreement, will not permit any Originator or other Person Person, to commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer Such Originator shall only add (or permit the Servicer to add) a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Such Originator shall only terminate (or permit the Servicer to terminate) a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) ), in each case, with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables Receivables, free and clear of and without deduction for any taxes, to (i) with respect to Subject Receivables, to an Approved Settlement Account and (ii) with respect to any other Receivable, to a Lock-Box Account or a Lock-BoxLock-Box. The Borrower (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in an Approved Settlement Account to a Lock-Box Account no later than five (5) Business Days (or (x) in the case of Collections received in the Exception Account maintained at KeyBank, N.A., six (6) Business Days and (y) in the case of Receivables due and payable on the day of origination, thirty-one (31) calendar days) following receipt thereof. Following the occurrence of an Event of Default, upon the request of the Administrative Agent, the Borrower (or the Servicer on its behalf) shall cause the Administrative Agent to receive read-only access to each Approved Settlement Account or, if read-only access is not available for any Approved Settlement Account, daily account statements with respect to such Approved Settlement Account. Each Originator will, at all times, maintain or cause to be maintained such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Servicer Company or an Originatorthe Servicer, it shall hold (or cause such Originator, the Seller Company or such Originator the Servicer to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Company (and the Purchasers Administrative Agent and the other Secured Parties as the Company’s assignees) and promptly (but in any event within one two (2) Business Day Days after becoming aware of such receipt) remit such funds into a Lock-Box Account. The Servicer Such Originator will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Such Originator shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Pool Assets to be Collateral are deposited into any Lock-Box Account. If such other funds are nevertheless deposited into any Lock-Box Account, the Originators will cause the Servicer will to within two (2) Business Days identify and transfer such funds, funds out of the Lock-Box Account to the appropriate Person entitled to such funds. The Servicer Originators will not, and subject to Section 4.01(a) of the Receivables Financing Agreement, will not permit any Originator or other Person 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 relating to Subject Receivables may be commingled in an Approved Settlement Account with other funds until required to be remitted to a Lock-Box Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from such Originator’s indemnification obligations with respect to commingling pursuant to Section 9.1. The Servicer Such Originator shall only add (or permit the Servicer to add) a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer Such Originator shall only add an Approved Settlement Account or Settlement Account Bank to those listed on Schedule III to the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition. Such Originator shall only terminate (or permit the Servicer to terminate) a Lock-Box Bank or a Settlement Account Bank or close a Lock-Box Account (or the a related Lock-Box) or Approved Settlement Account, in each case, with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Servicer Each Originator 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 Lock-Box. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrator, the Purchaser Agents and the Purchasers as the Buyer’s assignees) and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer Originators will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Originators shall not permit 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 Originators will cause the Servicer will to, within two Business Days identify and transfer such funds, to the appropriate Person entitled to such funds. The Servicer Originators will not, and will not permit any Originator the 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 Servicer Originators shall only add (or permit the Servicer to add) a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrator has received notice of such addition 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 Servicer Originators shall only terminate (or permit the Servicer to terminate) a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-BoxAccount. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorServicer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrator and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer 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 Servicer shall 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 Servicer will within two Business Days promptly identify and transfer such funds, to the appropriate Person entitled to such fundsfunds for segregation. The Servicer will not, and will not permit 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 Servicer shall only add a Lock-Box Account (or the related Lock-Box)replace, or 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 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Locklock-Box) box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators (including without limitation Other Navistar Collections). If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Except for Other Navistar Collections, the Servicer shall not permit 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 Servicer will within two Business Days identify and transfer such funds, and all funds constituting Other Navistar Collections to the appropriate Person entitled to such funds. The Except with respect to Other Navistar Collections, the Servicer will not, and will not permit 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, except cash concentration accounts maintained by Meritor, prior to segregation pursuant to Section 1.4 of the Agreement. The Servicer shall only add add, a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.701648899 12403015 IV

Payments on Receivables, Lock-Box Accounts. The Servicer 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 Lock-Box. 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 and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer or an Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorAdministrative Agent, the Purchaser Group Agents and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Servicer will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Subject to Section 4.01(a), the Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the AdministratorAdministrative Agent, any Purchaser Group Agent or any Purchaser other Secured Party is entitled entitled, with any other funds. The Servicer shall only add a Lock-Box Account (or the a related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designeeAdministrative Agent.

Payments on Receivables, Lock-Box Accounts. The Each SPV Entity (or a Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Pool Obligors to deliver all payments on the Pool Receivables to a Lock-Box Account or a Lock-Box. Each SPV Entity (or a Servicer on its behalf) will, and will cause each Originator to, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and necessary to segregate such Collections from other property of the Servicers and the Originators. If any payments on the Pool Receivables or other Collections are received by the Sellersuch SPV Entity, the a Servicer or an OriginatorOriginator other than in a Lock-Box Account, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, Administrative Agent (for the Purchaser Agents and benefit of the Purchasers Secured Parties) and promptly (but in any event within one two (2) Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer shall not permit If any funds other than Collections on Pool Receivables (or other proceeds of the Sold Assets and other Pool Assets to be deposited into any Lock-Box Account. If such funds Pledged Collateral) are nevertheless deposited into any Lock-Box Account, the each SPV Entity (or a Servicer will on its behalf) will, within two (2) Business Days Days, identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit 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 Servicer Each SPV Entity shall only add a Lock-Box Account (or the a related Lock-Box), ) or a Lock-Box Bank to 742583266 00000000 those listed on Schedule II to this Agreement, if the Administrator Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator Administrative Agent from any such new the applicable Lock-Box BankBank (or pursuant to other arrangements consented to in writing by the Administrative Agent and each Group Agent). The Servicer No SPV Entity shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the a related Lock-Box) with without the prior written consent of the AdministratorAdministrative Agent. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed the Seller and the U.S. Servicer shall be permitted to (x) instruct Obligors in respect of any Subject Cardtronics Receivables to deliver payments on Subject Cardtronics Receivables to the Subject Cardtronics Account so long as such Obligors were directed to pay to the Subject Cardtronics Account prior to the Closing Date and (y) instruct obligors with respect to Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds Receivables to be applied to amounts owed deliver payments in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable Receivables to a U.S. Collection Account (“Commingled Excluded Receivables”). If a Termination Event or Unmatured Termination Event shall have occurred and available is continuing, then the Seller (or the U.S. Servicer on its behalf) shall cause all Collections received in the Subject Cardtronics Account to be applied thereontransferred into a U.S. Collection Account within two (2) are delivered Business Days of receipt. If at any time the Administrative Agent (acting in its sole discretion) so instructs the Seller or U.S. Servicer in writing, the Seller (or the U.S. Servicer on its behalf) shall cause the Subject Cardtronics Account to (i) be assigned or novated from Cardtronics USA, Inc., to the Seller, (ii) become subject to a Lock-Box Account or Agreement and (iii) become, and meet all requirements hereunder for, a Lock-BoxBox Account, in each case, within not more than thirty (30) days after the Servicer shall remit the amount of any such funds to the owner Seller’s or U.S. Servicer’s receipt of such notice; provided, however that at (x) at no time shall the aggregate Outstanding Balance of all Eligible Receivables that are Subject Cardtronics Receivables then deposited into the Subject Cardtronics Accountplus the aggregate Outstanding Balance of all Commingled Excluded Receivable Receivables exceed 5.0% of the aggregate Outstanding Balance of all Receivables then in the Receivables Pool and (y) the Seller (or the U.S. Servicer on its designeebehalf) shall maintain such books and records necessary to identify and differentiate Collections relating to Subject Cardtronics Receivables and Commingled Excluded Receivables from other Collections and amounts received by it (or an Affiliate thereof).

Payments on Receivables, Lock-Box Accounts. The Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors (or their Paying Agents or Managed Service Provider) to deliver payments on the Pool Receivables (originated by such Originator) to a Lock-Box Account or a Lock-Box. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables originated by such Originator and to segregate such Collections from other property of the Servicer, the Sub-Servicers, the Paying Agents, the Managed Service Providers and the other Originators. If any payments on the such Pool Receivables or other Collections are received by the Seller, the Servicer or an such Originator, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the AdministratorBuyer, the Purchaser Agents Administrative Agent, the Lenders and the Purchasers other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer Such Originator shall not permit funds other than Collections on Pool Receivables and other Pool Assets Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator (or the Servicer or Sub-Servicer on its behalf) will within two (2) Business Days identify and transfer such funds, funds to the appropriate Person entitled to such funds. The Servicer Such Originator will not, and will not permit the Servicer, any Sub-Servicer, any Paying Agent, any other Originator or any other Person to commingle Collections or other funds to which the Administrator, any Purchaser Administrative Agent or any Purchaser other Secured Party is entitled with any other funds. The Servicer shall only add a Lock-Box Account (or the related Lock-Box), or a Lock-Box Bank to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Lock-Box) with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.

Payments on Receivables, Lock-Box Accounts. The Servicer will, and will cause each Originator to, at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Lock-Box Account or a Lock-BoxAccount. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any such payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an OriginatorServicer, it shall hold (or cause the Seller or such Originator to hold) such payments in trust for the benefit of the Administrator, the Purchaser Agents Administrator and the Purchasers and promptly (but in any event within one two Business Day Days after receipt) remit such funds into a Lock-Box Account. The Servicer 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 Servicer shall 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 Servicer will within two Business Days promptly identify and transfer such funds, to the appropriate Person entitled to such fundsfunds for segregation. The Servicer will not, and will not permit any Originator or other Person to commingle Collections or other funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds. The Servicer shall only add a Lock-Box Account (or the related Lock-Box)replace, or 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 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 Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related Locklock-Box) box or post office box), upon 30 days’ advance notice to and with the prior written consent of the Administrator. Notwithstanding the foregoing, if on any date, any funds in payment of any amounts owed in respect of any Excluded Receivable (including purchase price, finance charges, interest and all other charges) or funds to be applied to amounts owed in respect of any Excluded Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Excluded Obligor or any other Person directly or indirectly liable for the payment of such Excluded Receivable and available to be applied thereon) are delivered to a Lock-Box Account or Lock-Box, the Servicer shall remit the amount of any such funds to the owner of such Excluded Receivable or its designee.