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 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 (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, AND LLC 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 AND (II) THAT SUCH FINANCING
STATEMENTS SHALL NAME COLUMBUS BANK, AS SELLER, AND LLC, AS PURCHASER, OF THE
RECEIVABLES AND THE OTHER PURCHASED ASSETS; AND UPON FILING LLC 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 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 A PURCHASE AND SALE OF SUCH RECEIVABLES AND THE OTHER PURCHASED
ASSETS AND NOT A LOAN.
IN THE EVENT, HOWEVER,