ACTIVITIES WITH THE
SAME CARE AND POLICIES AS ARE APPLIED TO ITS OWN RECEIVABLES IN ARRANGING THE
TIMELY PAYMENT OF AMOUNTS DUE AND OWING BY ANY ACCOUNT DEBTOR ALL IN ACCORDANCE
WITH APPLICABLE LAWS, RULES AND REGULATIONS, WITH REASONABLE CARE AND DILIGENCE,
INCLUDING, WITHOUT LIMITATION, DILIGENTLY AND FAITHFULLY PERFORMING ALL
SERVICING AND COLLECTION ACTIONS (INCLUDING, IF NECESSARY, ACTING AS PARTY OF
RECORD IN FOREIGN JURISDICTIONS); PROVIDED, HOWEVER, THAT SUCH APPOINTMENT SHALL
NOT RELEASE SELLER FROM ANY OF ITS DUTIES, RESPONSIBILITIES, LIABILITIES AND
OBLIGATIONS RESULTING FROM OR ARISING HEREUNDER.
BUYER MAY REPLACE SELLER AS
ITS SERVICER PURSUANT TO CLAUSE (F) BELOW.
IN CONNECTION WITH ITS SERVICING
OBLIGATIONS, SELLER WILL PERFORM ITS OBLIGATIONS AND EXERCISE ITS RIGHTS UNDER
CONTRACTS RELATED TO THE PURCHASED RECEIVABLES WITH THE SAME CARE AND APPLYING
THE SAME POLICIES AS IT WOULD EXERCISE AND APPLY IF IT OWNED THE PURCHASED
RECEIVABLES AND SHALL ACT IN THE BEST INTEREST OF BUYER TO MAXIMIZE COLLECTIONS
AND PROVIDED, FURTHER THAT FOLLOWING AN INSOLVENCY EVENT OF AN ACCOUNT DEBTOR OF
RECEIVABLES PURCHASED HEREUNDER ON OR AFTER THE TRIGGER DATE (OR ANY OTHER EVENT
THAT BUYER MAY ASSUME THE RISK THEREOF IN WRITING FROM TIME TO TIME AFTER THE
DATE HEREOF), BUYER SHALL BE FULLY RESPONSIBLE FOR ALL COSTS AND EXPENSES
INCURRED BY SELLER IN CONNECTION HEREWITH, WHICH COSTS AND EXPENSES SHALL NOT BE
ADJUSTED OR SETOFF AGAINST COLLECTIONS IN ANY MANNER.
(B)
SELLER WILL, ON OR PRIOR TO THE INITIAL
PURCHASE DATE, ESTABLISH IN ITS OWN NAME, THE COLLECTION ACCOUNT.
SELLER
COVENANTS AND AGREES (I) TO SEND A NOTICE TO EACH ACCOUNT DEBTOR SUBSTANTIALLY
IN THE FORM ATTACHED HERETO AS EXHIBIT E INSTRUCTING EACH ACCOUNT DEBTOR TO PAY
ALL AMOUNTS OWING UNDER THE RECEIVABLES TO THE COLLECTION ACCOUNT, (II) NOT TO
CHANGE SUCH PAYMENT INSTRUCTIONS WHILE ANY PURCHASED RECEIVABLES REMAIN
OUTSTANDING, AND (III) TO TAKE ANY AND ALL OTHER REASONABLE ACTIONS, INCLUDING
ACTIONS REQUESTED BY BUYER, TO ENSURE THAT ALL AMOUNTS OWING UNDER THE
RECEIVABLES WILL BE DEPOSITED EXCLUSIVELY TO THE COLLECTION ACCOUNT.
(C)
IF SELLER RECEIVES A MISDIRECTED PAYMENT OF
A RECEIVABLE FROM ANY ACCOUNT DEBTOR, SELLER WILL IMMEDIATELY NOTIFY BUYER AND
IMMEDIATELY (AND IN ANY EVENT WITHIN TWO BUSINESS DAYS OF RECEIPT THEREOF) REMIT
THE FUNDS TO THE COLLECTION ACCOUNT.
3
UNTIL REMITTED, SELLER WILL HOLD SUCH FUNDS IN TRUST AS BUYER'S EXCLUSIVE
PROPERTY AND SAFEGUARD SUCH FUNDS FOR THE BENEFIT OF BUYER.
(D)
SELLER, AS SERVICER, SHALL BE RESPONSIBLE
FOR IDENTIFYING, MATCHING AND RECONCILING ANY PAYMENTS RECEIVED IN THE
COLLECTION ACCOUNT WITH THE RECEIVABLE ASSOCIATED WITH SUCH PAYMENT. IF ANY
PAYMENT IS RECEIVED IN THE COLLECTION ACCOUNT OTHER THAN PAYMENTS ON THE
RECEIVABLES, SUCH FUNDS WILL IMMEDIATELY BE FORWARDED TO SELLER, SUBJECT TO
RECEIPT OF EVIDENCE OF PAYMENTS DETAILS DOCUMENTING THAT THE PAYMENT IS FOR
TRANSACTIONS OTHER THAN THE RECEIVABLES AND THAT NO EVENT UNDER SECTION 5
EXISTS. IF ANY PAYMENT IS RECEIVED FROM AN ACCOUNT DEBTOR, AND SUCH PAYMENT IS
NOT IDENTIFIED OR MISIDENTIFIED BY SUCH ACCOUNT DEBTOR AS RELATING TO A
PARTICULAR RECEIVABLE AND CANNOT OTHERWISE