INVESTMENTS IN EXCHANGE FOR DEFAULTED RECEIVABLES IN
AN EFFORT TO MAXIMIZE THE RECOVERIES THEREON.
(Q)
ING PURCHASE AGREEMENT.
REQUEST OR PERMIT
ING TO MAKE ANY ING RECEIVABLES INTEREST PURCHASE PURSUANT TO THE ING PURCHASE
AGREEMENT.
ARTICLE VI
ADMINISTRATION AND COLLECTION
SECTION 6.01.
DESIGNATION OF SERVICER.
THE SERVICING, ADMINISTERING AND
COLLECTION OF THE PURCHASED RECEIVABLES AND THE OTHER PURCHASED ASSETS SHALL BE
CONDUCTED BY THE PERSON (THE "SERVICER") DESIGNATED BY THE COLLATERAL AGENT FROM
TIME TO TIME IN ACCORDANCE WITH THIS SECTION 6.01.
UNTIL THE COLLATERAL AGENT
GIVES NOTICE TO THE ORIGINATOR OF THE DESIGNATION OF A NEW SERVICER, THE
ORIGINATOR IS HEREBY DESIGNATED AS, AND HEREBY AGREES TO PERFORM THE DUTIES AND
OBLIGATIONS OF, THE SERVICER PURSUANT TO THE TERMS HEREOF.
THE COLLATERAL AGENT
MAY AT ANY TIME FROM AND AFTER A SERVICING TERMINATION EVENT, OR EARLIER UPON
THE WRITTEN REQUEST OF THE SELLER, DESIGNATE THE BACK-UP SERVICER OR ANY OTHER
PERSON TO SUCCEED THE ORIGINATOR OR ANY SUCCESSOR SERVICER, ON THE CONDITION IN
EACH CASE THAT ANY SUCH PERSON SO DESIGNATED SHALL AGREE TO PERFORM THE DUTIES
AND OBLIGATIONS OF THE SERVICER PURSUANT TO THE TERMS HEREOF.
THE SERVICER MAY,
WITH THE PRIOR WRITTEN CONSENT OF THE MAJORITY MANAGING AGENTS AND THE
COLLATERAL AGENT, SUBCONTRACT WITH ANY OTHER PERSON FOR SERVICING, ADMINISTERING
OR COLLECTING THE PURCHASED ASSETS, PROVIDED THAT THE SERVICER SHALL REMAIN
LIABLE FOR THE PERFORMANCE OF THE DUTIES AND OBLIGATIONS OF THE SERVICER
PURSUANT TO THE TERMS HEREOF.
THE SERVICER SHALL USE REASONABLE CARE IN
PERFORMING ITS DUTIES AS SERVICER HEREUNDER AND, WITHOUT LIMITING THE FOREGOING,
SHALL SERVICE THE PURCHASED RECEIVABLES IN ACCORDANCE WITH THE CREDIT AND
COLLECTION POLICY.
28
SECTION 6.02.
DUTIES OF THE SERVICER.
(A)
THE SERVICER SHALL TAKE OR CAUSE TO
BE TAKEN ALL SUCH ACTIONS AS MAY BE NECESSARY OR ADVISABLE TO COLLECT EACH
PURCHASED RECEIVABLE FROM TIME TO TIME, ALL IN ACCORDANCE WITH APPLICABLE LAWS,
RULES AND REGULATIONS, WITH REASONABLE CARE AND DILIGENCE, AND IN ACCORDANCE
WITH THE CREDIT AND COLLECTION POLICY.
EACH OF THE SELLER, ING, EACH PURCHASER
AND EACH AGENT HEREBY APPOINTS AS ITS AGENT THE SERVICER, FROM TIME TO TIME
DESIGNATED PURSUANT TO SECTION 6.01, TO ENFORCE ITS RESPECTIVE RIGHTS AND
INTERESTS IN AND UNDER THE PURCHASED RECEIVABLES, THE RELATED SECURITY RELATED
THERETO AND THE RELATED COLLECTIONS.
THE SERVICER WILL AT ALL TIMES APPLY THE
SAME STANDARDS AND FOLLOW THE SAME PROCEDURES WITH RESPECT TO THE DECISION TO
COMMENCE, AND IN PROSECUTING AND LITIGATING WITH RESPECT TO PURCHASED
RECEIVABLES AS IT APPLIES AND FOLLOWS WITH RESPECT TO ACCOUNTS, CHATTEL PAPER
AND INSTRUMENTS WHICH ARE NOT PURCHASED RECEIVABLES.
IN NO EVENT SHALL THE
SERVICER BE ENTITLED TO MAKE ING, ANY PURCHASER OR ANY AGENT A PARTY TO ANY
LITIGATION WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EACH SUCH PERSON TO BE
SO MADE A PARTY TO SUCH LITIGATION, AND IN ANY SUCH CASE, THE COLLATERAL AGENT.
THE SERVICER SHALL SEGREGATE AND SET ASIDE FOR THE ACCOUNT OF THE PURCHASERS AND
ING ALL COLLECTIONS OF THE PURCHASED RECEIVABLES AND RELATED