Lock-Box Agreement substantially in the
form of Exhibit VI-A with each bank holding a Lock-Box at any time. The Servicer
shall effect an Securitization Account Agreement substantially in the form of
Exhibit VI-B with each bank holding the Securitization Account at any time. In
the case of any remittances received in any Lock-Box that shall have been
identified, to the satisfaction of the Servicer, to not constitute Collections
or other proceeds of the Receivables or the Related Security, the Servicer shall
promptly remit (or cause to be remitted) such items to the Person identified to
it as being the owner of such remittances.
(B)
THE SERVICER WILL ISSUE IRREVOCABLE STANDING INSTRUCTIONS TO EACH
COLLECTION BANK TO REMIT ALL PAYMENT ITEMS AND OTHER COLLECTIONS AND PROCEEDS IN
THE LOCK-BOXES DIRECTLY TO THE SECURITIZATION BANKS FOR DEPOSIT IN THE
SECURITIZATION ACCOUNTS AS SET FORTH IN SECTION 7.1(J) WITHOUT THE PRIOR DEPOSIT
OF THE SAME INTO ANY OTHER ACCOUNT.
THE SERVICER WILL ISSUE INSTRUCTIONS TO AND
OTHERWISE CAUSE EACH COLLECTION BANK, NOT LESS FREQUENTLY THAN IS REQUIRED FOR
THE SELLER PARTIES TO REMAIN IN COMPLIANCE WITH SECTION 7.1(J), TO REMIT THE
PROCEEDS OF ALL WIRE TRANSFER PAYMENTS, ACH PAYMENTS AND OTHER COLLECTIONS
RECEIVED DIRECTLY IN ANY COLLECTION ACCOUNT TO THE SECURITIZATION BANKS FOR
TIMELY DEPOSIT IN THE SECURITIZATION ACCOUNTS AS SET FORTH IN SECTION 7.1(J).
(C)
FROM AND AFTER THE OCCURRENCE OF A REDIRECTION EVENT, THE AGENT
MAY REQUEST THAT THE SERVICER, AND THE SERVICER THEREUPON PROMPTLY SHALL,
INSTRUCT ALL OBLIGORS THEN MAKING WIRE-TRANSFER PAYMENTS FOR RECEIVABLES TO A
COLLECTION ACCOUNT TO INSTEAD REMIT BY WIRE TRANSFER ALL PAYMENTS THEREON
DIRECTLY TO THE SECURITIZATION ACCOUNTS.
(D)
FROM AND AFTER THE DATE THE AGENT DELIVERS TO ANY COLLECTION BANK
OR ANY SECURITIZATION BANK A COLLECTION NOTICE PURSUANT TO SECTION 8.3, THE
AGENT MAY REQUEST THAT THE SERVICER, AND THE SERVICER THEREUPON PROMPTLY SHALL,
INSTRUCT ALL OBLIGORS WITH RESPECT TO THE RECEIVABLES, TO REMIT ALL PAYMENTS
THEREON TO A NEW DEPOSITARY ACCOUNT SPECIFIED BY THE AGENT, AND, AT ALL TIMES
THEREAFTER, NEITHER THE SELLER NOR THE SERVICER SHALL (I) AT ANY TIME DIRECT
THAT ANY REMITTANCE BE MADE TO SUCH NEW DEPOSITORY ACCOUNT OTHER THAN PAYMENTS
CONSTITUTING COLLECTIONS, OR (II) DEPOSIT OR OTHERWISE CREDIT, AND SHALL NOT
PERMIT ANY OTHER PERSON WITHIN THEIR REASONABLE CONTROL TO DEPOSIT OR OTHERWISE
CREDIT TO SUCH NEW DEPOSITARY ACCOUNT ANY CASH OR PAYMENT ITEM OTHER THAN
COLLECTIONS.
(E)
THE SERVICER SHALL ADMINISTER THE COLLECTIONS IN ACCORDANCE WITH
THE PROCEDURES DESCRIBED IN THE CREDIT AND COLLECTION POLICY AND THIS
AGREEMENT.
THE SERVICER SHALL SET ASIDE AND HOLD IN TRUST FOR THE ACCOUNT OF
SELLER AND THE PURCHASERS THEIR RESPECTIVE SHARES OF THE COLLECTIONS IN
ACCORDANCE WITH ARTICLE II.
(F)
THE SERVICER MAY, IN ACCORDANCE WITH THE CREDIT AND COLLECTION
POLICY, EXTEND THE MATURITY OF ANY RECEIVABLE OR ADJUST THE OUTSTANDING BALANCE
OF ANY RECEIVABLE AS THE SERVICER DETERMINES TO BE APPROPRIATE TO MAXIMIZE
COLLECTIONS THEREOF; PROVIDED, HOWEVER, THAT SUCH EXTENSION OR ADJUSTMENT SHALL
NOT ALTER THE STATUS OF SUCH RECEIVABLE