AND TO EXERCISE THE SAME DEGREE OF CARE WITH RESPECT TO SUCH
COLLECTIONS IN ITS POSSESSION AS IT WOULD EXERCISE WITH RESPECT TO ITS OWN
PROPERTY.
(D)
IN THE EVENT THE SERVICER, IN SATISFACTION
OF ALL OR PART OF ANY PURCHASED RECEIVABLE, REPOSSESSES OR OTHERWISE TAKES
POSSESSION OF THE EQUIPMENT THE SALE OR LEASE OF WHICH GAVE RISE TO SUCH
PURCHASED RECEIVABLE, THE SERVICER AGREES TO USE ITS REASONABLE EFFORTS TO
RESELL OR RE-LEASE SUCH EQUIPMENT FOR THE ACCOUNT OF THE PURCHASERS (INCLUDING
THEIR RESPECTIVE ASSIGNEES, PARTICIPANTS AND SUCCESSORS) AND SHALL REMIT TO THE
COLLATERAL AGENT THE GROSS SALE PROCEEDS THEREOF OR, TO THE EXTENT SUCH
EQUIPMENT IS RE-LEASED, SHALL DELIVER TO THE COLLATERAL AGENT THE CHATTEL PAPER
OR OTHER DOCUMENTS EVIDENCING THE RIGHTS TO PAYMENT ARISING FROM SUCH RE-LEASE,
ALL OF WHICH DOCUMENTS SHALL CONSTITUTE CONTRACTS AND WHICH RIGHTS TO PAYMENT
SHALL CONSTITUTE PURCHASED RECEIVABLES, AND ALL OF WHICH CONTRACTS AND PURCHASED
RECEIVABLES SHALL CONSTITUTE PART OF THE PURCHASED ASSETS.
NONE OF THE
PURCHASERS, ING OR ANY AGENT SHALL HAVE ANY OBLIGATION TO TAKE ANY ACTION OR
COMMENCE ANY PROCEEDINGS TO REALIZE UPON ANY PURCHASED RECEIVABLE OR TO ENFORCE
ANY OF ITS RIGHTS OR REMEDIES WITH RESPECT THERETO.
ANY MONEYS COLLECTED BY THE
SERVICER PURSUANT TO THIS SUBSECTION 6.02(D) SHALL BE SEGREGATED BY THE
SERVICER, HELD IN TRUST BY THE SERVICER FOR THE PURCHASERS AND ING AND SHALL BE
REMITTED TO A LOCK-BOX ACCOUNT OR TO 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.
(E)
THE SERVICER SHALL MAINTAIN ALL BOOKS OF
ACCOUNT AND OTHER RECORDS PERTAINING TO THE PURCHASED RECEIVABLES AND THE OTHER
PURCHASED ASSETS IN SUCH FORM AS WILL ENABLE THE PURCHASERS, ING OR THEIR
RESPECTIVE DESIGNEES TO DETERMINE AT ANY TIME THE STATUS THEREOF.
THE SERVICER
WILL PERMIT ING, ANY PURCHASER, ANY AGENT AND ANY PERSON DESIGNATED BY ANY SUCH
PERSON, DURING REGULAR BUSINESS HOURS, TO INSPECT, AUDIT, CHECK AND MAKE
ABSTRACTS FROM ALL BOOKS, ACCOUNTS, RECORDS, OR OTHER PAPERS PERTAINING TO SUCH
PURCHASED ASSETS.
FROM TIME TO TIME, AT THE REQUEST OF ING, ANY PURCHASER, ANY
AGENT, THE SERVICER, AT ITS OWN EXPENSE, WILL (I) DELIVER TO SUCH PERSON AND ANY
PERSON DESIGNATED BY SUCH PERSON ANY RECORDS AND INVOICES PERTAINING TO THE
PURCHASED ASSETS AND EVIDENCE THEREOF AS SUCH PERSON OR SUCH DESIGNEE MAY DEEM
NECESSARY TO ENABLE IT TO ENFORCE ITS RIGHTS THEREUNDER OR UNDER ANY RELATED
CONTRACT AND (II) MARK EACH COMPUTER RECORD RELATING TO, AND EACH INVOICE OR
OTHER EVIDENCE OF, THE PURCHASED ASSETS (WHETHER OR NOT SUCH COMPUTER RECORD OR
OTHER ITEM IS THE PROPERTY OF ANY PURCHASER OR ING) AS ING, SUCH PURCHASER OR
ANY AGENT ON SUCH PURCHASER'S BEHALF MAY DIRECT TO REFLECT THE INTERESTS OF ING,
SUCH PERSON AND THE COLLATERAL AGENT IN SUCH PURCHASED ASSETS.
THE SERVICER
WILL EITHER (I) SEGREGATE, FROM ALL THE DOCUMENTS RELATING TO OTHER RECEIVABLES
THEN OWNED OR BEING SERVICED BY THE SERVICER, ALL