SECURITY IN
ACCORDANCE WITH SECTION 2.05 OF THE SALE AGREEMENT AND SECTION 6.06 HEREOF AND
SHALL CAUSE ALL SUCH COLLECTIONS TO BE REMITTED TO A LOCK-BOX ACCOUNT AND/OR
DEPOSITED DIRECTLY INTO THE COLLECTION ACCOUNT WITHIN ONE BUSINESS DAY AFTER
IDENTIFICATION THEREOF BY THE SERVICER AND IN ANY EVENT WITHIN FOUR BUSINESS
DAYS AFTER THE SERVICER'S RECEIPT THEREOF.
THE SERVICER SHALL PROMPTLY REVIEW
ALL CHECKS AND OTHER INSTRUMENTS RETURNED TO IT BY THE LOCK-BOX BANK ON ACCOUNT
OF RESTRICTIVE ENDORSEMENTS, IMPROPER PAYEES, INCORRECT AMOUNTS OR FOR ANY OTHER
REASON AND SHALL NOT DEPOSIT ANY SUCH CHECKS OR INSTRUMENTS IN ITS OWN ACCOUNTS
UNLESS IT IS DETERMINED TO THE COLLATERAL AGENT'S SATISFACTION THAT SUCH AMOUNTS
DO NOT CONSTITUTE COLLECTIONS; ANY SUCH CHECKS OR INSTRUMENTS WHICH ARE
DETERMINED TO BE COLLECTIONS OF THE PURCHASED RECEIVABLES OR RELATED SECURITY
RELATED THERETO SHALL BE PROMPTLY REMITTED TO THE LOCK-BOX ACCOUNT OR THE
COLLECTION ACCOUNT AS PROVIDED ABOVE.
PROVIDED THAT THE TERMINATION DATE SHALL
NOT HAVE OCCURRED, THE ORIGINATOR, WHILE IT IS SERVICER, MAY, IN ACCORDANCE WITH
THE CREDIT AND COLLECTION POLICY, (I) AMEND, MODIFY OR WAIVE ANY TERM OR
CONDITION OF ANY CONTRACT TO REFLECT ANY PERMITTED EXTENSION, (II) ADJUST THE
OUTSTANDING BALANCE OF ANY PURCHASED RECEIVABLE TO REFLECT THE REDUCTIONS,
ADJUSTMENTS OR CANCELLATIONS DESCRIBED IN THE FIRST SENTENCE OF SECTION 2.04(D)
OF THIS RECEIVABLES PURCHASE AGREEMENT, (III) SO LONG AS SUCH PREPAYMENT WOULD
NOT CAUSE A WIND-DOWN EVENT UNDER THIS RECEIVABLES PURCHASE AGREEMENT, AND
SUBJECT TO THE PAYMENT OF THE TERMINATION AMOUNT, CONSENT TO THE PREPAYMENT OR
EARLY TERMINATION OF A CONTRACT, AND (IV) AMEND, MODIFY OR WAIVE ANY PROVISION
OF A DELINQUENT RECEIVABLE OR DEFAULTED RECEIVABLE SO AS TO MAXIMIZE THE
COLLECTIBILITY THEREOF.
THE SERVICER SHALL HOLD IN TRUST FOR THE SELLER, THE
PURCHASERS AND ING, IN ACCORDANCE WITH THEIR RESPECTIVE INTERESTS, ALL RECORDS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FOLLOWING THE
OCCURRENCE OF AN EVENT OF TERMINATION, THE COLLATERAL AGENT (AT THE DIRECTION OF
THE MAJORITY MANAGING AGENTS) SHALL HAVE THE ABSOLUTE AND UNLIMITED RIGHT TO
DIRECT THE SERVICER (WHETHER THE SERVICER IS THE ORIGINATOR OR OTHERWISE) TO
COMMENCE OR SETTLE ANY LEGAL ACTION TO ENFORCE COLLECTION OF ANY RECEIVABLE OR
OTHER TRANSFERRED ASSET OR TO FORECLOSE UPON OR REPOSSESS ANY RELATED SECURITY.
(B)
THE SERVICER SHALL, AS SOON AS PRACTICABLE
FOLLOWING RECEIPT, TURN OVER TO THE ORIGINATOR THE COLLECTIONS OF ANY RECEIVABLE
WHICH IS NOT A PURCHASED ASSET, IN EITHER CASE LESS, IN THE EVENT THE ORIGINATOR
IS NOT THE SERVICER, ALL REASONABLE AND APPROPRIATE OUT-OF-POCKET COSTS AND
EXPENSES OF SUCH SERVICER OF SERVICING, COLLECTING AND ADMINISTERING SUCH
RECEIVABLE.
29
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS RECEIVABLES PURCHASE AGREEMENT, THE SERVICER, IF THE
COLLATERAL AGENT OR ITS DESIGNEE, SHALL HAVE NO OBLIGATION TO COLLECT, ENFORCE
OR TAKE ANY OTHER ACTION DESCRIBED IN THIS ARTICLE VI WITH RESPECT TO ANY
RECEIVABLE THAT IS NOT A PURCHASED RECEIVABLE OTHER THAN TO DELIVER TO THE
ORIGINATOR THE COLLECTIONS WITH RESPECT TO ANY SUCH RECEIVABLE AS DESCRIBED IN
SECTION 6.02(B)