Common use of Payments on Receivables, Accounts Clause in Contracts

Payments on Receivables, Accounts. Such Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer will 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, such Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such Servicer will not commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effect.

Payments on Receivables, Accounts. Such Servicer Borrower will, and will cause each Originator to, instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, that such Servicer Borrower may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each Servicerany Borrower or any Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer Borrower or any Originator that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such ServicerBorrower’s or any Originator’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer Borrower will 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, such Servicer each Borrower will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such Servicer no Borrower will, or will not permit any Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such Servicer Borrower shall only add, and shall only permit any Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Borrower (or the applicable Servicer on its behalf) shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effect.

Payments on Receivables, Accounts. Such The Servicer will at all times instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in Account. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account Servicer, the Transferor and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer may permit Obligors to make On-Site Payments notwithstanding such instructionsOriginators. If any such payments or other Collections are received by each the Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders Purchasers and promptly (but in any event within three (3) two Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Account. The Servicer that receives Collections may remit such Collections to an account other than a will cause each Lock-Box Account so long Bank to comply with the terms of each applicable Lock-Box Agreement. The Servicer will (on behalf of the Seller), unless otherwise agreed in writing by the Administrator, instruct each Originator, in its capacity as the beneficiary of an Eligible Supporting Letter of Credit, to instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued (ior confirmed by) such amounts are subsequently swept or transferred Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account within three if the applicable Originator fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Lock-Box Account, the Servicer will, unless otherwise agreed in writing by the Administrator, use all reasonable efforts to cause the applicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (3if any) Business Days after in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Servicer’s receipt thereof and (ii) Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account if the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar monthapplicable Originator fails to do so. Except as otherwise provided in this Agreement, no The Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such the Servicer will promptly within two Business Days identify such funds for segregation. Except as otherwise provided in this Agreement, such The Servicer will not commingle Collections or other funds to which the Administrator, any Group Agent Administrator or any Lender other Secured Party is entitled with any other funds. Such The Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to with the prior written consent of the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effect.

Payments on Receivables, Accounts. Such Servicer will The Seller shall, and shall cause each Originator to, at all times instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivablesincluding Deemed Collections) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian or Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Paymentsthe Seller or either Originator, it shall hold such payments in trust for the benefit of the Administrator Agent and the Lenders Purchasers and promptly (but in any event within three (3) two Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Account. The Seller shall cause each Lock-Box Account so long as (i) such amounts are subsequently swept or transferred Bank to a comply with the terms of each applicable Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does Letter. The Seller shall not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer will permit the funds other than Collections on Pool Receivables and other Pool Assets of any Affiliate to be deposited into any Lock-Box Account; provided, however, that notwithstanding the foregoing, the Seller may permit amounts received with respect to non-trade receivable related payments from Lockbox #23850 maintained with JPMorgan Chase Bank, N.A. to be deposited into the same Lock-Box Account as Collections provided that the Seller shall make reasonable efforts to identify and segregate such amounts from Collections as soon as possible. If such funds are nevertheless deposited into any Lock-Box Account, such Servicer will the Seller shall promptly identify and separate such funds for segregation. Except as otherwise provided in this AgreementThe Seller shall make reasonable efforts to not, such Servicer will and not permit any Collection Agent or other Person to, commingle Collections or other funds to which the Administrator, any Group Agent or any Lender Purchaser is entitled with any other funds; provided, however, that notwithstanding the foregoing, the Seller may permit amounts received with respect to non-trade receivable related payments from Lockbox #23850 maintained with JPMorgan Chase Bank, N.A. to be deposited into the same Lock-Box Account as Collections provided that the Seller shall make reasonable efforts to identify and segregate such amounts from Collections as soon as possible. Such Servicer The Seller shall only add, and shall only permit either Originator to add, a Lock-Box Bank (or the related lockBank, Lock-box or post office box)Box, or Lock-Box Account to those listed on Schedule II to this Agreement, Exhibit F if the Administrator Agent has received notice of and has consented to such addition, and has received a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably Letter acceptable to the Administrator Agent from any such new Lock-Box Bank. Each Servicer The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account (or the related lock-box or post office box)Account, upon thirty (30) days’ 30 days advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectAgent.

Payments on Receivables, Accounts. Such Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided thatTransactions; provided, such Servicer that the Servicers may permit Obligors Collections to make Onbe deposited into RemainCo Facility Accounts so long as each of the following conditions are met: (i) the Servicers are undertaking commercially reasonable efforts to limit the amount of any such deposits (subject to obtaining any required regulatory approvals), (ii) the Servicers shall, and shall cause their Affiliates to, maintain a system of accounting that enables them to at all times determine the amount of Collections on deposit in the RemainCo Facility Accounts, (iii) the Servicers shall deposit any such Collections in the Lock-Site Payments notwithstanding such instructionsBox Accounts within two (2) Business Days of receipt thereof and (iv) if Collections in excess of $2,000,000 are deposited in the RemainCo Facility Accounts in any calendar month occurring six or more months after the Closing Date, the Borrowers, Servicers and PNC shall enter into an intercreditor agreement within 30 days of PNC’s written request therefor. If any such payments or other Collections are received by each Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site PaymentsTransactions, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables)Account; provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer will 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, such Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such Servicer will not commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such Servicer shall only add, add a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the CBTS Monetization Intercreditor Agreement is in full force and effect.

Payments on Receivables, Accounts. Such Servicer Borrower will, and will cause each Originator to, instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided thatTransactions; provided, such Servicer that the Borrowers may permit Obligors Collections to make Onbe deposited into deposit accounts maintained by Cincinnati Bell Funding LLC (the “RemainCo Facility Accounts”) so long as each of the following conditions are met: (i) the Borrowers (or Servicers on its behalf) are undertaking commercially reasonable efforts to limit the amount of any such deposits (subject to obtaining any required regulatory approvals), (ii) the Borrowers shall, and shall cause their Affiliates to, maintain a system of accounting that enables them to at all times determine the amount of Collections on deposit in the RemainCo Facility Accounts, (iii) the Borrowers shall deposit any such Collections in the Lock-Site Payments notwithstanding such instructionsBox Accounts within two (2) Business Days of receipt thereof and (iv) if Collections in excess of $2,000,000 are deposited in the RemainCo Facility Accounts in any calendar month occurring six or more months after the Closing Date, the Borrowers, Servicers and PNC shall enter into an intercreditor agreement within 30 days of PNC’s written request therefor. If any such payments or other Collections are received by each Servicerany Borrower or any Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site PaymentsTransactions, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables)Account; provided that any Servicer Borrower or any Originator that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such ServicerBorrower’s or any Originator’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer Borrower will 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, such Servicer each Borrower will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such Servicer no Borrower will, or will not permit any Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such Servicer Borrower shall only add, and shall only permit any Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each Servicer Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Borrower (or the applicable Servicer on its behalf) shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the CBTS Monetization Intercreditor Agreement is in full force and effect.

Payments on Receivables, Accounts. Such The Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided provided, that, such the Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each the Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders Purchasers and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no the Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such the Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such the Servicer will not commingle Collections or other funds to which the Administrator, any Group Purchaser Agent or any Lender Purchaser is entitled with any other funds. Such The Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) 30 days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so provided thatso long as the following conditions are met: (Ai) each the Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (Bii) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such the Servicer, such the Originator and/or such Borrower the Seller (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectAdministrator.

Payments on Receivables, Accounts. Such The Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided provided, that, such the Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each the Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders Purchasers and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no the Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such the Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such the Servicer will not commingle Collections or other funds to which the Administrator, any Group Purchaser Agent or any Lender Purchaser is entitled with any other funds. Such The Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) 30 days’ ' advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as provided that the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectAccount.

Payments on Receivables, Accounts. Such The Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and ; provided that, such the Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each the Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables)Account; provided that any the Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such the Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, the Servicer or the Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no the Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account; provided, that the Servicer may permit SpinCo Facility Collections to be deposited into Lock-Box Accounts so long as each of the following conditions are met: (i) the Servicer is undertaking commercially reasonable efforts to limit the amount of any such deposits (subject to obtaining any required regulatory approvals), (ii) the Servicer shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of SpinCo Facility Collections, in each case, on deposit in the Lock-Box Accounts, (iii) the Servicer shall remove any such SpinCo Facility Collections from the Lock-Box Accounts within two (2) Business Days of receipt thereof and (iv) if SpinCo Facility Collections in excess of $2,000,000 are deposited in any calendar month occurring six or more months after the Closing Date, the Borrower, Servicer and PNC shall enter into an intercreditor agreement within 30 days of PNC’s written request therefor. If such funds are nevertheless deposited into any Lock-Box Account, such the Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such the Servicer will not commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such The Servicer shall only add, add a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each the Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such the Servicer, such Originator and/or such the Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectand.

Payments on Receivables, Accounts. Such Servicer will At all times, instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) directly to a Collection Account or a Lock-Box Account Box. Each Originator will (which i) cause Collections in an amount equal to the Initial Transfer Amount to be transferred to the Borrower Accounts on each Business Day, (xii) at any time that a Stop Sweeping Event has occurred and is continuing, for each Business Day cause Collections in an amount equal to the Remaining Transfer Amount for such Business Day to be transferred to the Borrower Accounts no later than five (5) Business Days after such Business Day and (iii) at any time that a Stop Sweeping Event has occurred and is continuing, retain in the case of U.S. Originator Collection Accounts all Collections with respect to the Receivables until such Collections have been transferred directly from the Collection Accounts to the Borrower Accounts (either as an Initial Transfer Amount or as a Remaining Transfer Amount). The Buyer acknowledges and agrees that for administrative convenience, so long as a Stop Sweeping Event has not occurred and is continuing, that Collections in an amount equal to the Remaining Transfer Amount for such Business Day need not be transferred to the Borrower Accounts but instead shall be a U.S. Lockretained by the Servicer and distributed to the Originators in partial payment for the Receivables purchased by the Buyer on such date from the Originators in accordance with the terms of this Agreement. Each Originator will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Receivables, (ii) segregate Collections on Receivables from Non-Box Account Securitization Collections and all other funds, (iii) identify Non-Securitization Collections received from time to time and the Non-Securitization Receivable to which each portion of Non-Securitization Collections relate and (yiv) in the case of Canadian Originator promptly remit Collections on Receivables shall be to a Canadian Lock-Box Borrower Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments on the Receivables or other Collections are received by each Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site PaymentsOriginator, it shall hold such payments in trust for the benefit of the Administrator Administrative Agent, the Group Agents and the Lenders other Secured Parties and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer will 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, such Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such Servicer will not commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after receipt) remit such deposit) identify funds into a Collection Account; provided, however, that in the event that any such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to payments on the Receivables or other Collections are not remitted by an account other than Obligor directly into a Collection Account or a Lock-Box Box, the applicable Originator (or the Servicer on its behalf) shall notify the applicable Obligor of such failure and shall take commercially reasonable action to ensure that future payments on Receivables owing by such Obligor are remitted by such Obligor directly to a Collection Account or a Lock-Box. Each Originator will cause each Account Bank to comply with the terms of each applicable Account Control Agreement. No Originator will permit funds other than (i) Collections on Receivables and Related Rights to be deposited into any Borrower Account or (Bii) with respect to Non-Receivable Cash Deposits described Securitization Collections and Collections on Receivables and Related Rights to be deposited into any Collection Account. If such funds are nevertheless deposited into any Account, the applicable Originator (or the Servicer on its behalf) will within two (2) Business Days transfer such funds to the appropriate Person entitled to such funds. No Originator shall terminate an Account Bank or close an Account (or a related Lock-Box), in clause (a) each case, with the prior written consent of the definition thereofAdministrative Agent. Each Originator shall ensure that no disbursements are made from (i) any Borrower Account, other than such disbursements that are made at the direction and for the account of the Borrower or (ii) any Collection Account, other than (x) the Administrator shall have approved transfer of such third party billing arrangement in writing Collections out of the Collection Accounts and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by transfer of Non-Securitization Collections out of the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectCollection Accounts.

Payments on Receivables, Accounts. Such Servicer The Seller will, and will cause each Originator and the Transferor to, at all times instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each Servicerthe Seller, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Paymentsan Originator or the Transferor, it shall hold such payments in trust for the benefit of the Administrator and the Lenders Purchasers and promptly (but in any event within three (3) two Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Account. The Seller will cause each Lock-Box Account so long Bank to comply with the terms of each applicable Lock-Box Agreement. The Seller will, unless otherwise agreed in writing by the Administrator, instruct each Originator, in its capacity as the beneficiary (ior prospective beneficiary) of an Eligible Supporting Letter of Credit, to instruct the related Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such amounts are subsequently swept or transferred Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account within three if the Servicer fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Lock-Box Account, the Seller will, unless otherwise agreed in writing by the Administrator, use all reasonable efforts to cause the applicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (3if any) Business Days after in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Servicer’s receipt thereof and (ii) Eligible Supporting Letter of Credit Provider directly to a Lock-Box Account if the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does fails to do so. The Seller will not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer will 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, such Servicer the Seller will promptly within two Business Days identify such funds for segregation. Except as otherwise provided in this AgreementThe Seller will not, such Servicer and will not permit the Servicer, any Originator or the Transferor or other Person to, commingle Collections or other funds to which the Administrator, any Group Purchaser Agent or any Lender Purchaser is entitled with any other funds. Such Servicer The Seller shall only add, and shall only permit an Originator or the Transferor to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrator from any such new the applicable Lock-Box Bank. Each Servicer The Seller shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to with the prior written consent of the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effect.

Payments on Receivables, Accounts. Such Servicer The Borrower will, and will cause each Originator to, instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in Account; provided that the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer Borrower may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each Servicerthe Borrower or any Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables)Account; provided that the Borrower or any Servicer Originator that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicerthe Borrower’s or any Originator’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, the Servicer or the Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no Servicer the Borrower will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account; provided, that the Borrower may permit proceeds of accounts receivable originated by SpinCo Facility Originators (“SpinCo Facility Collections”) to be deposited into Lock-Box Accounts so long as each of the following conditions are met: (i) the Borrower (or Servicer on its behalf) is undertaking commercially reasonable efforts to limit the amount of any such deposits (subject to obtaining any required regulatory approvals), (ii) the Borrower shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of SpinCo Facility Collections, in each case, on deposit in the Lock-Box Accounts, (iii) the Servicer shall remove any such SpinCo Facility Collections from the Lock-Box Accounts within two (2) Business Days of receipt thereof and (iv) if SpinCo Facility Collections in excess of $2,000,000 are deposited in any calendar month occurring six or more months after the Closing Date, the Borrower, Servicer and PNC shall enter into an intercreditor agreement within 30 days of PNC’s written request therefor. If such funds are nevertheless deposited into any Lock-Box Account, such Servicer the Borrower will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such Servicer the Borrower will not, and will not permit the Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds. Such Servicer The Borrower shall only add, and shall only permit any Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each Servicer The Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each the Borrower (or the Servicer on its behalf) shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such the Servicer, such Originator and/or such the Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectAdministrator.

Payments on Receivables, Accounts. Such The Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables (other than Specified Receivables) to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided provided, that, such the Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions. If any such payments or other Collections are received by each the Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders Purchasers and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account (except in the case of Specified Receivables); provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month. Except as otherwise provided in this Agreement, no The Servicer will not permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such the Servicer will promptly identify such funds for segregation. Except as otherwise provided in this Agreement, such The Servicer will not commingle Collections or other funds to which the Administrator, any Group Purchaser Agent or any Lender Purchaser is entitled with any other funds. Such The Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank. Each The Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) 30 days’ advance notice to the Administrator. Notwithstanding anything to the contrary in this Agreementforegoing, (i) for administrative convenience, the Servicer shall deposit Non-Receivable Cash Deposits may be deposited in to a Lock-Box Account so long as provided that the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) one Business Days Day after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effectAccount.