HAS
ESTABLISHED AND WILL MAINTAIN A SYSTEM OF OPERATIONS, ACCOUNTS AND INSTRUCTIONS
TO THE LOCK-BOX BANKS AND WILL ESTABLISH AND MAINTAIN THE COLLECTION ACCOUNT AS
PROVIDED IN SECTION 6.11.
PURSUANT TO A LOCK-BOX AGREEMENT, EACH LOCK-BOX BANK
SHALL BE IRREVOCABLY INSTRUCTED TO WIRE ALL FUNDS FROM TIME TO TIME ON DEPOSIT
IN ANY RELATED LOCK-BOX ACCOUNT TO THE COLLECTION ACCOUNT.
NEITHER THE SELLER,
NOR ANY PERSON CLAIMING BY, THROUGH OR UNDER THE SELLER SHALL HAVE ANY CONTROL
OVER THE USE OF, OR ANY RIGHT TO WITHDRAW ANY ITEM OR AMOUNT FROM, ANY LOCK-BOX
ACCOUNT OR THE COLLECTION ACCOUNT EXCEPT AS EXPRESSLY PROVIDED IN THE LOCK-BOX
AGREEMENTS.
THE COLLATERAL AGENT ON BEHALF OF THE PURCHASERS AND ING IS HEREBY
IRREVOCABLY AUTHORIZED AND EMPOWERED, AS THE SELLER'S ATTORNEY-IN-FACT, TO
ENDORSE ANY ITEM DEPOSITED IN A POST OFFICE BOX OR LOCK-BOX OR PRESENTED FOR
DEPOSIT IN ANY LOCK-BOX ACCOUNT OR THE COLLECTION ACCOUNT REQUIRING THE
ENDORSEMENT OF THE SELLER, WHICH AUTHORIZATION IS COUPLED WITH AN INTEREST.
SECTION 6.11.
COLLECTION ACCOUNT; DISTRIBUTION OF COLLECTIONS.
(A)
THE SELLER
HAS ESTABLISHED FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE COLLATERAL AGENT FOR
THE BENEFIT OF THE PURCHASERS, ING, THE INSURER AND THEIR RESPECTIVE ASSIGNS, A
CASH COLLATERAL ACCOUNT (THE "COLLECTION ACCOUNT").
THE COLLECTION ACCOUNT
SHALL BE A SPECIAL PURPOSE SEGREGATED TRUST ACCOUNT MAINTAINED WITH FLEET
NATIONAL BANK OR ANOTHER BANK SATISFACTORY TO COLLATERAL AGENT BUT SHALL BE
UNDER THE SOLE DOMINION AND CONTROL OF, AND IN THE NAME OF, THE COLLATERAL
AGENT.
ALL FUNDS HELD IN THE COLLECTION ACCOUNT, INCLUDING INVESTMENT EARNINGS
THEREON, SHALL BE INVESTED IN PERMITTED INVESTMENTS AT THE DIRECTION OF THE
SELLER; PROVIDED, HOWEVER, THAT FROM AND AFTER THE TERMINATION DATE OR OTHERWISE
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF TERMINATION, THE
COLLATERAL AGENT SHALL HAVE THE SOLE RIGHT TO RESTRICT THE MATURITIES OF ANY
INVESTMENTS HELD IN THE COLLECTION ACCOUNT AND TO DIRECT THE WITHDRAWAL OF ANY
SUCH INVESTMENTS FOR THE PURPOSES OF PAYING CAPITAL, YIELD, ANY OBLIGATIONS AND
ANY ING OBLIGATIONS OWED HEREUNDER.
THE COLLATERAL AGENT SHALL HAVE THE SOLE
AND EXCLUSIVE RIGHT TO WITHDRAW OR ORDER A TRANSFER OF FUNDS FROM THE COLLECTION
ACCOUNT IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF SECTION 2.04 AND OF THIS
SECTION 6.11; PROVIDED, HOWEVER, THAT THE COLLATERAL AGENT HEREBY AUTHORIZES THE
SELLER (OR THE SERVICER ON ITS BEHALF), PRIOR TO THE OCCURRENCE OF ANY EVENT OF
TERMINATION (OR UPON THE EXPRESS WAIVER THEREOF BY THE COLLATERAL AGENT IN
ACCORDANCE WITH SECTION 11.01), TO WITHDRAW AND APPLY AMOUNTS ON DEPOSIT IN THE
COLLECTION ACCOUNT IN ACCORDANCE WITH SECTIONS 6.11(B) AND (C) BELOW; PROVIDED,
FURTHER, HOWEVER, THAT THE COLLATERAL AGENT AGREES TO TURN OVER TO THE
ORIGINATOR ANY FUNDS WHICH ARE DEPOSITED IN THE COLLECTION ACCOUNT AND WHICH DO
NOT CONSTITUTE COLLECTIONS OR OTHER PROCEEDS OF PURCHASED ASSETS, LESS ALL
REASONABLE AND APPROPRIATE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY THE
COLLATERAL AGENT IN CONNECTION WITH SUCH MISDIRECTED FUNDS.
34
(B)
ALL COLLECTIONS AND OTHER PROCEEDS OF THE
PURCHASED ASSETS IN