DEFINED MEANINGS WHEN
USED IN ANY CERTIFICATE, OTHER DOCUMENT, OR CONVEYANCE PAPER MADE OR DELIVERED
PURSUANT HERETO UNLESS OTHERWISE DEFINED THEREIN.
(B)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS AGREEMENT OR ANY CONVEYANCE PAPER SHALL REFER TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND
SECTION, SUBSECTION, SCHEDULE AND EXHIBIT REFERENCES CONTAINED IN THIS AGREEMENT
ARE REFERENCES TO SECTIONS, SUBSECTIONS, SCHEDULES AND EXHIBITS IN OR TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
[END OF ARTICLE I]
6
ARTICLE II
PURCHASE AND CONVEYANCE OF RECEIVABLES
SECTION 2.01
PURCHASE.
(A)
BY EXECUTION OF THIS AGREEMENT, LLC II DOES HEREBY AGREE TO PURCHASE ON
AND AFTER THE TERMINATION DATE FROM COLUMBUS BANK, AND COLUMBUS BANK DOES HEREBY
AGREE TO SELL, TRANSFER, ASSIGN, SET OVER AND OTHERWISE CONVEY ON AND AFTER THE
TERMINATION DATE, TO LLC II (COLLECTIVELY, THE "CONVEYANCE"), WITHOUT RECOURSE
EXCEPT AS PROVIDED HEREIN, ALL OF COLUMBUS BANK'S RIGHT, TITLE AND INTEREST IN,
TO AND UNDER (I) THE RECEIVABLES AND ALL MONIES DUE AND OR TO BECOME DUE AND ALL
AMOUNTS RECEIVED WITH RESPECT THERETO AND ALL PROCEEDS (INCLUDING, WITHOUT
LIMITATION, "PROCEEDS" AS DEFINED IN THE UCC) THEREOF AND (II) THE RIGHT TO
RECEIVE INTERCHANGE AND RECOVERIES WITH RESPECT TO SUCH RECEIVABLES (OTHER THAN
WITH RESPECT TO THE RETAINED INTEREST THEREIN) (ALL OF THE FOREGOING BEING
REFERRED TO HEREIN AS THE "PURCHASED ASSETS").
(B)
IN CONNECTION WITH SUCH CONVEYANCE, COLUMBUS BANK AGREES (I) TO COOPERATE
WITH LLC II, AND LLC II AGREES TO RECORD AND FILE UPON THE OCCURRENCE OF THE
TERMINATION DATE, AT ITS OWN EXPENSE, ANY FINANCING STATEMENTS (AND CONTINUATION
STATEMENTS WITH RESPECT TO SUCH FINANCING STATEMENTS WHEN APPLICABLE) WITH
RESPECT TO THE RECEIVABLES AND THE OTHER PURCHASED ASSETS, MEETING THE
REQUIREMENTS OF APPLICABLE STATE LAW IN SUCH MANNER AND IN SUCH JURISDICTIONS AS
ARE NECESSARY TO PERFECT, AND MAINTAIN PERFECTION OF, THE CONVEYANCE OF SUCH
PURCHASED ASSETS FROM COLUMBUS BANK TO LLC II AND (II) THAT SUCH FINANCING
STATEMENTS SHALL NAME COLUMBUS BANK, AS SELLER, AND LLC II, AS PURCHASER, OF THE
RECEIVABLES AND THE OTHER PURCHASED ASSETS; AND UPON FILING LLC II AGREES TO
DELIVER A FILE-STAMPED COPY OF SUCH FINANCING STATEMENTS OR OTHER EVIDENCE OF
SUCH FILINGS TO COLUMBUS BANK AS SOON AS IS PRACTICABLE AFTER FILING.
(C)
[RESERVED]
(D)
THE PARTIES HERETO INTEND THAT THE CONVEYANCE OF COLUMBUS BANK'S RIGHT,
TITLE AND INTEREST IN AND TO THE RECEIVABLES AND THE OTHER PURCHASED ASSETS
PURCHASED HEREUNDER SHALL CONSTITUTE A SALE, CONVEYING GOOD TITLE FREE AND CLEAR
OF ANY LIENS, CLAIMS, ENCUMBRANCES OR RIGHTS OF OTHERS FROM COLUMBUS BANK TO LLC
II AND THAT THE RECEIVABLES AND THE OTHER PURCHASED ASSETS SHALL NOT BE PART OF
COLUMBUS BANK'S ESTATE IN THE EVENT OF THE INSOLVENCY OF COLUMBUS BANK OR A
CONSERVATORSHIP, RECEIVERSHIP OR SIMILAR EVENT WITH RESPECT TO COLUMBUS BANK.
IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ARRANGEMENTS WITH RESPECT TO
THE RECEIVABLES AND THE OTHER PURCHASED ASSETS SHALL CONSTITUTE