by it, in accordance herewith.
SECTION 5.06
REASONABLE CARE.
Subject to the provisions of Section 9-207 of the UCC, it is understood and
agreed between the parties hereto that Columbus Bank's duty with respect to the
custody, safekeeping, and physical preservation of the Collateral in its
possession should be to deal with it in the same manner as Columbus Bank deals
with similar property for its own account; provided, however, that Columbus Bank
shall not be required to make any presentment, demand, or protest, or give any
notice, and need not take any action to preserve any rights against any other
Person with respect to the Collateral.
[END OF ARTICLE V]
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ARTICLE VI
SECURITY
SECTION 6.01
GRANT OF SECURITY.
As collateral security for the prompt, full and complete payment and performance
when due of its obligations hereunder and for so long as the Funding Exposure
Amount is greater than zero, LLC hereby assigns and pledges to Columbus Bank,
and hereby grants to Columbus Bank a security interest in, all of LLC's right,
title and interest in and to the following property, whether now owned or
existing or hereafter existing, arising or acquired, and wherever located (the
"Collateral"):
(A)
THE PLEDGED RESIDUAL INTERESTS; AND
(B)
ALL PRODUCTS AND PROCEEDS OF AND FROM ANY AND ALL OF THE
FOREGOING COLLATERAL, ALL PROCEEDS WHICH CONSTITUTE PROPERTY OF THE TYPES
DESCRIBED IN CLAUSE (A) ABOVE AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL
PROCEEDS AND PAYMENTS UNDER INSURANCE (WHETHER OR NOT LLC IS THE LOSS PAYEE
THEREOF), INCLUDING RETURN PREMIUMS WITH RESPECT THERETO, OR ANY INDEMNITY,
WARRANTY, OR GUARANTY PAYABLE BY REASON OF LOSS OR DAMAGE TO OR OTHERWISE WITH
RESPECT TO ANY OF THE FOREGOING COLLATERAL.
SECTION 6.02
CONTINUING SECURITY INTEREST.
(A)
FOR SO LONG AS THE FUNDING EXPOSURE AMOUNT IS GREATER THAN
ZERO, THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE
COLLATERAL AND SHALL:
(I)
REMAIN IN FULL FORCE AND EFFECT UNTIL THE PAYMENT AND
PERFORMANCE IN FULL OF ALL THE OBLIGATIONS OF LLC HEREUNDER;
(II)
BE BINDING UPON LLC AND ITS SUCCESSORS, TRANSFEREES AND
ASSIGNS; AND
(III)
INURE, TOGETHER WITH THE RIGHTS AND REMEDIES OF COLUMBUS BANK, TO
THE BENEFIT OF COLUMBUS BANK 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.
UPON ANY SUCH TERMINATION, COLUMBUS BANK WILL,
AT LLC'S SOLE EXPENSE, PROMPTLY EXECUTE AND DELIVER TO LLC SUCH INSTRUMENTS AND
DOCUMENTS NECESSARY AND AS LLC SHALL REASONABLY REQUEST TO EVIDENCE SUCH
TERMINATION.
SECTION 6.03
LLC REMAINS LIABLE.
Anything herein to the contrary notwithstanding:
(A)
LLC 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 OF
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ITS DUTIES AND OBLIGATIONS UNDER SUCH CONTRACTS AND AGREEMENTS TO THE SAME
EXTENT AS IF THIS AGREEMENT HAD NOT BEEN EXECUTED;
(B)
THE