II'S ABILITY TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREBY AND, TO THE BEST OF LLC II'S KNOWLEDGE, NO
FACTS EXIST WHICH WOULD PROVIDE A BASIS FOR ANY SUCH CLAIM, LITIGATION,
PROCEEDING, ARBITRATION, INVESTIGATION OR CONTROVERSY.
(V)
NO CONSENT, ETC.
NO CONSENT OF ANY PERSON (INCLUDING WITHOUT LIMITATION
ANY STOCKHOLDER OR CREDITOR OF LLC II) AND NO CONSENT, LICENSE, PERMIT OR
APPROVAL OR AUTHORIZATION OR EXEMPTION BY NOTICE OR REPORT TO, OR REGISTRATION,
FILING OR DECLARATION WITH, ANY GOVERNMENTAL AUTHORITY IS REQUIRED (OTHER THAN
THOSE PREVIOUSLY OBTAINED AND DELIVERED TO COLUMBUS BANK AND OTHER THAN THE
FILING OF FINANCING STATEMENTS IN CONNECTION WITH THE TRANSFER OF THE PURCHASED
ASSETS AND A GRANT OF A SECURITY INTEREST IN THE COLLATERAL) IN CONNECTION WITH
THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE CONVEYANCE PAPERS BY LLC II,
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE CONVEYANCE PAPERS
AGAINST LLC II, THE VALIDITY OF THE SECURITY INTEREST GRANTED BY LLC II
HEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE
CONVEYANCE PAPERS, OR THE PERFORMANCE BY LLC II OF ITS OBLIGATIONS HEREUNDER AND
UNDER THE CONVEYANCE PAPERS.
(B)
NOTICE OF BREACH.
UPON DISCOVERY BY LLC II OR COLUMBUS BANK OF A BREACH
OF ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES, THE PARTY DISCOVERING
SUCH BREACH SHALL GIVE PROMPT WRITTEN NOTICE TO THE OTHER PARTY.
[END OF ARTICLE IV]
14
ARTICLE V
COVENANTS
SECTION 5.01
COVENANTS OF COLUMBUS BANK.
(A)
COVENANTS OF COLUMBUS BANK.
COLUMBUS BANK HEREBY COVENANTS AND AGREES
WITH LLC II AS FOLLOWS:
(I)
RECEIVABLES NOT TO BE EVIDENCED BY PROMISSORY NOTES.
EXCEPT IN
CONNECTION WITH ITS ENFORCEMENT OR COLLECTION OF A COLUMBUS ACCOUNT, COLUMBUS
BANK WILL TAKE NO ACTION TO CAUSE ANY RECEIVABLE TO BE EVIDENCED BY ANY
INSTRUMENT (AS DEFINED IN THE UCC).
(II)
DELIVERY OF COLLECTIONS OR RECOVERIES.
IN THE EVENT THAT COLUMBUS BANK
RECEIVES COLLECTIONS OF RECEIVABLES OR RECOVERIES FOLLOWING PURCHASE OF SUCH
RECEIVABLES BY LLC II PURSUANT HERETO, COLUMBUS BANK AGREES TO PAY TO LLC II
SUCH COLLECTIONS OF RECEIVABLES AND RECOVERIES AS SOON AS PRACTICABLE AFTER
RECEIPT THEREOF.
(III)
NOTICE OF BANK LIENS.
COLUMBUS BANK SHALL NOTIFY LLC II PROMPTLY AFTER
BECOMING AWARE OF ANY BANK LIEN ON ANY RECEIVABLE OTHER THAN THE CONVEYANCES
HEREUNDER, UNDER THE COMPUCREDIT PURCHASE AGREEMENT, THE TRANSFER AND SERVICING
AGREEMENT, THE CFC PURCHASE AGREEMENT AND THE INDENTURE.
(IV)
DOCUMENTATION OF TRANSFER.
COLUMBUS BANK SHALL UNDERTAKE TO COOPERATE
WITH LLC II IN FILING, AND LLC II SHALL FILE THE DOCUMENTS (AT THE EXPENSE OF
LLC II) WHICH WOULD BE NECESSARY TO PERFECT AND MAINTAIN THE TRANSFER OF THE
SECURITY INTEREST IN AND TO THE PURCHASED ASSETS.
(V)
OFFICIAL RECORDS.
COLUMBUS BANK SHALL MAINTAIN THIS AGREEMENT AS A PART
OF ITS OFFICIAL RECORDS.
SECTION 5.02
COVENANTS OF LLC II.
LLC II HEREBY COVENANTS AND AGREES WITH
COLUMBUS BANK AS FOLLOWS:
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS SUBSECTION (A), UNTIL AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, LLC II SHALL CONTINUE TO COLLECT, AT ITS
OWN EXPENSE, ALL