PERFORM ALL OF ITS OBLIGATIONS UNDER THE INTEREST RATE HEDGES TO
THE SAME EXTENT AS IF ITS RIGHTS UNDER THE INTEREST RATE HEDGES HAVE NOT BEEN
ASSIGNED HEREUNDER AND UNDER THE INTEREST RATE HEDGE ASSIGNMENTS AND SHALL
INDEMNIFY EACH OF THE PURCHASERS AND THE INSURER AGAINST ANY PAYMENTS BY EITHER
SUCH PARTY ON ACCOUNT OF THE SELLER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER
THE INTEREST RATE HEDGES, INCLUDING, WITHOUT LIMITATION, ANY PAYMENTS BY THE
INSURER (INCLUDING ON BEHALF OF CAPMAC) UNDER THE SWAP POLICIES, WHICH INDEMNITY
SHALL SURVIVE ANY TERMINATION OF THIS RECEIVABLES PURCHASE AGREEMENT.
THE
EXERCISE BY THE COLLATERAL AGENT OF ANY OF ITS RIGHTS HEREUNDER OR UNDER THE
INTEREST RATE HEDGE ASSIGNMENT SHALL NOT RELIEVE THE SELLER FROM SUCH
OBLIGATIONS.
(O)
FACILITY DOCUMENTS.
COMPLY IN ALL MATERIAL
RESPECTS WITH THE TERMS OF AND EMPLOY THE PROCEDURES OUTLINED IN AND ENFORCE THE
OBLIGATIONS OF THE ORIGINATOR UNDER THE SALE AGREEMENT, AND ALL OF THE OTHER
FACILITY DOCUMENTS TO WHICH IT IS A PARTY, TAKE ALL SUCH ACTION TO
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such end as may be from time to time reasonably requested by the Collateral
Agent, maintain all such Facility Documents in full force and effect and make to
the Originator such reasonable demands and requests for information and reports
or for action as the Seller is entitled to make thereunder and as may be from
time to time reasonably requested by the Collateral Agent.
(P)
SEGREGATION OF COLLECTIONS.
PREVENT THE
DEPOSIT INTO THE COLLECTION ACCOUNT AND ANY OF THE LOCK-BOX ACCOUNTS OF ANY
FUNDS OTHER THAN (X) COLLECTIONS IN RESPECT OF THE TRANSFERRED ASSETS AND (Y) SO
LONG AS THE SELLER IS PARTY TO THE ESCROW AGREEMENT, OTHER FUNDS THAT ARE
SUBJECT TO THE ESCROW AGREEMENT, AND, TO THE EXTENT THAT ANY FUNDS OTHER THAN
THOSE DESCRIBED IN CLAUSE (X) OR (Y) ARE NEVERTHELESS DEPOSITED INTO ANY SUCH
ACCOUNTS, PROMPTLY IDENTIFY ANY SUCH FUNDS TO THE SERVICER (AND, IN THE CASE OF
THE COLLECTION ACCOUNT, TO THE COLLECTION AGENT AND THE COLLECTION ACCOUNT BANK)
FOR SEGREGATION AND REMITTANCE TO THE OWNER THEREOF.
(Q)
BACK-UP SERVICING AGREEMENT.
WITHIN NINETY
(90) DAYS OF THE EFFECTIVE DATE, ENTER INTO AN AGREEMENT (THE "BACK-UP SERVICING
AGREEMENT") WITH THE BACK-UP SERVICER IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE MANAGING AGENTS WHEREBY THE BACK-UP SERVICER WILL HAVE, IN
SUBSTITUTION FOR OR IN ADDITION TO ITS DUTIES UNDER THE ING PURCHASE AGREEMENT,
COMMENCED PERFORMING SUCH ADDITIONAL BACK-UP SERVICING DUTIES AND OBLIGATIONS AS
IT CURRENTLY HAS AGREED TO PROVIDE ON BEHALF OF HPSC GLOUCESTER FUNDING 2003-1
LLC I AND HPSC GLOUCESTER FUNDING 2003-1 LLC II.
SECTION 5.02.
REPORTING REQUIREMENTS OF THE SELLER.
FROM THE INITIAL
RECEIVABLES PURCHASE DATE UNTIL THE COMBINED COLLECTION DATE, THE SELLER WILL,
UNLESS THE COLLATERAL AGENT SHALL OTHERWISE CONSENT IN WRITING, FURNISH TO THE
INSURER, THE COLLATERAL AGENT, EACH MANAGING AGENT, AND, (SO LONG AS THE ING
PURCHASE AGREEMENT IS IN EFFECT) TO ING:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 45 DAYS AFTER THE END OF EACH OF