THE COLLECTION ACCOUNT SHALL BE HELD IN TRUST FOR THE
BENEFIT OF THE PURCHASERS, ING AND THE INSURER AND, ON EACH SETTLEMENT DATE,
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.11(D) BELOW WITH RESPECT TO ANY
SETTLEMENT DATE FROM AND AFTER THE DESIGNATED TERMINATION DATE, SUCH COLLECTIONS
AND OTHER PROCEEDS SHALL BE USED SOLELY FOR THE FOLLOWING PURPOSES AND IN THE
FOLLOWING ORDER OF PRIORITY:
(I)
TO REMIT TO THE SELLER ANY COLLECTIONS
REPRESENTING SALES OR OTHER TAXES OR INSURANCE PAYMENTS FOR THE PURPOSE OF
SATISFYING THE SELLER'S OBLIGATIONS IN RESPECT OF SUCH TAXES OR INSURANCE;
(II)
TO PAY YIELD AND OTHER CARRYING COSTS
WHICH ARE THEN DUE AND PAYABLE;
(III)
TO PAY PRIORITY ING YIELD TO THE EXTENT THEN
DUE AND PAYABLE;
(IV)
TO REPAY CAPITAL, AS PROVIDED IN SECTION
2.04(B)(II);
(V)
TO PAY ANY OTHER OBLIGATIONS (INCLUDING
DEFAULT PREMIUM), AND ANY OTHER AMOUNTS (INCLUDING SWAP BREAKAGE AMOUNTS) OWING
TO ANY SWAP PROVIDER, WHICH OBLIGATIONS AND/OR AMOUNTS MAY BE DUE AND OWING AT
SUCH TIME;
(VI)
TO PAY ANY ING YIELD TO THE EXTENT THEN DUE
AND PAYABLE AND NOT PAID PURSUANT TO CLAUSE (III) ABOVE;
(VII)
TO REPAY ING CAPITAL, AS PROVIDED IN SECTION
2.04 AND THE ING PURCHASE AGREEMENT;
(VIII)
TO PAY ANY OTHER ING OBLIGATIONS WHICH MAY BE DUE
AND OWING AT SUCH TIME, PURSUANT TO THE ING PURCHASE AGREEMENT;
(IX)
(A) IF THE TERMINATION DATE HAS NOT
OCCURRED, TO BE REMITTED TO THE SELLER IN PAYMENT OF THE PURCHASE PRICE IN
RESPECT OF ANY RECEIVABLES PURCHASE TO BE MADE ON SUCH SETTLEMENT DATE, AS
PROVIDED IN SECTION 2.04(B)(I) AND (B) IF THE TERMINATION DATE HAS OCCURRED, TO
REPAY CAPITAL; AND
(X)
TO BE REMITTED TO THE SELLER IN
CONSIDERATION OF THE DEFERRED PURCHASE PRICE, PROVIDED, THAT SUCH FUNDS SHALL
ONLY BE REMITTED TO THE SELLER TO THE EXTENT THAT, AFTER GIVING EFFECT TO SUCH
TRANSFER OF FUNDS AND ANY RECEIVABLES PURCHASES BEING MADE ON SUCH SETTLEMENT
DATE, THE AMOUNT OF CAPITAL THEN OUTSTANDING DOES NOT EXCEED THE CAPITAL LIMIT
THEN IN EFFECT, AND THE AMOUNT OF COMBINED CAPITAL THEN OUTSTANDING DOES NOT
EXCEED THE COMBINED CAPITAL LIMIT THEN IN EFFECT.
The Seller, in making any request for funds to be withdrawn from the Collection
Account, shall certify to each of the Collateral Agent and the Collection
Account Bank that the funds will be used for one of the purposes described above
in this Section 6.11(b).
If, on any Settlement Date prior to the Designated Termination Date, the
Collections of Purchased Assets on deposit in the Collection Account and
available for
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withdrawal under clause (ii) above are less than the amount of the obligations
described in such clause, such available funds shall be allocated in the
priority set forth in Section 6.11(c) below, and within each such priority, such
available funds shall be allocated to the Persons to whom such obligations are
owed ratably according to the respective amounts owed.
(C)
ON EACH SETTLEMENT DATE PRIOR TO THE
DESIGNATED TERMINATION DATE, TO THE EXTENT THAT