AND ITS SUCCESSORS AND ASSIGNS.
(B)
UPON REDUCTION OF THE FUNDING EXPOSURE AMOUNT TO ZERO, THE SECURITY
INTEREST GRANTED HEREIN SHALL TERMINATE AND ALL RIGHTS TO THE COLLATERAL SHALL
REVERT TO LLC II.
UPON ANY SUCH TERMINATION, COLUMBUS BANK WILL, AT LLC II'S
SOLE EXPENSE, PROMPTLY EXECUTE AND DELIVER TO LLC II SUCH INSTRUMENTS AND
DOCUMENTS NECESSARY AND AS LLC II SHALL REASONABLY REQUEST TO EVIDENCE SUCH
TERMINATION.
SECTION 6.03
LLC II REMAINS LIABLE.
Anything herein to the contrary notwithstanding:
(A)
LLC II SHALL REMAIN LIABLE UNDER THE CONTRACTS AND AGREEMENTS TO WHICH IT
IS A PARTY RELATED TO OR INCLUDED IN THE COLLATERAL TO THE EXTENT SET FORTH
THEREIN AND SHALL PERFORM ALL
20
OF ITS DUTIES AND OBLIGATIONS UNDER SUCH CONTRACTS AND AGREEMENTS TO THE SAME
EXTENT AS IF THIS AGREEMENT HAD NOT BEEN EXECUTED;
(B)
THE EXERCISE BY COLUMBUS BANK OF ANY OF ITS RIGHTS AND REMEDIES HEREUNDER
SHALL NOT RELEASE LLC II FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER ANY SUCH
CONTRACTS OR AGREEMENTS RELATED TO OR INCLUDED IN THE COLLATERAL; AND
(C)
COLUMBUS BANK SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER ANY SUCH
CONTRACTS OR AGREEMENTS RELATED TO OR INCLUDED IN THE COLLATERAL BY REASON OF
THIS AGREEMENT, AND COLUMBUS BANK SHALL NOT BE OBLIGATED (I) TO PERFORM OR
FULFILL ANY OF THE OBLIGATIONS OR DUTIES OF LLC II THEREUNDER, (II) TO TAKE ANY
ACTION TO COLLECT OR PRESENT, FILE AND/OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED
HEREUNDER, OR (III) TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY
PAYMENT LLC II MAY BE ENTITLED TO RECEIVE THEREUNDER.
SECTION 6.04
REPRESENTATIONS AND WARRANTIES OF LLC II REGARDING COLLATERAL.
LLC II HEREBY REPRESENTS AND WARRANTS TO COLUMBUS BANK AS OF THE DATE HEREOF AND
AS OF THE TERMINATION DATE AS FOLLOWS:
(A)
LLC II OWNS, AND HAS RIGHTS AND THE POWER TO TRANSFER, EACH ITEM OF
COLLATERAL UPON WHICH IT PURPORTS TO GRANT A LIEN HEREUNDER, FREE AND CLEAR OF
ANY AND ALL LIENS, EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS AGREEMENT.
EXCEPT AS OTHERWISE PERMITTED UNDER SECTIONS 6.06, 6.07 OR 6.08, NO EFFECTIVE
AGREEMENT, FINANCING STATEMENT, ASSIGNMENT, BANK LIEN OR OTHER INSTRUMENT
SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE COLLATERAL IS ON FILE OR OF
RECORD IN ANY PUBLIC OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR OF
COLUMBUS BANK RELATING TO THIS AGREEMENT.
(B)
THIS AGREEMENT CREATES A VALID SECURITY INTEREST IN THE COLLATERAL
SECURING THE PAYMENT AND PERFORMANCE IN FULL OF THE OBLIGATIONS OF LLC II
HEREUNDER.
UPON THE FILING OF APPROPRIATE FINANCING STATEMENTS IN THE
APPLICABLE FILING OFFICES IN THE JURISDICTIONS LISTED IN SCHEDULE B HERETO, ALL
FILINGS, REGISTRATIONS AND RECORDINGS NECESSARY OR APPROPRIATE TO CREATE AND
PERFECT THE FIRST PRIORITY SECURITY INTEREST GRANTED BY LLC II TO COLUMBUS BANK
IN THE COLLATERAL WILL HAVE BEEN ACCOMPLISHED AND WILL CREATE A PERFECTED
SECURITY INTEREST THEREIN PRIOR TO THE RIGHTS OF ALL OTHER PERSONS THEREIN AND
SUBJECT TO NO OTHER BANK