REASON TO REMIT TO COLUMBUS
BANK THE PURCHASE PRICE DUE FOR ANY GIVEN DAY, THEN LLC SHALL PROMPTLY REMIT TO
COLUMBUS BANK THE AMOUNT DUE COLUMBUS BANK WITH INTEREST THEREON FROM THE DATE
SUCH SUM WAS DUE UNTIL THE DATE THE PURCHASE PRICE IS PAID COMPUTED AT THE RATE
OF 3 PERCENTAGE POINTS ABOVE THE COLUMBUS BANK "PRIME RATE" IN EFFECT ON THE
DATE SAID SUM WAS FIRST DUE.
(D)
IF LLC FAILS ON ANY GIVEN DAY TO PAY THE PURCHASE PRICE
INDICATED BY COLUMBUS BANK, AS PROVIDED HEREUNDER, EVEN IN THE EVENT LLC
DISPUTES SUCH AMOUNT, AND SUCH FAILURE IS NOT CURED WITHIN 2 BUSINESS DAYS FROM
THE DATE LLC RECEIVES NOTIFICATION OF NONPAYMENT, COLUMBUS BANK MAY (BUT NEED
NOT AND WITHOUT WAIVER OF ITS RIGHTS), IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES IT MAY HAVE, UPON NOTICE TO LLC SELL TO ANY THIRD PARTY ANY INTEREST IN
THE RECEIVABLES THAT LLC FAILED TO PURCHASE.
(E)
THE SALE OF RECEIVABLES CONTEMPLATED HEREIN SHALL OCCUR UPON
SETTLEMENT THEREFOR BY OR ON BEHALF OF LLC AND NO ADDITIONAL DOCUMENTS SHALL BE
REQUIRED BY THE PARTIES TO
9
EFFECT ANY SUCH SALE.
NOTWITHSTANDING THE FOREGOING, IF, IN THE REASONABLE
JUDGMENT OF EITHER PARTY IN CONNECTION WITH ANY SUCH PURCHASE AND SALE, ANY
ADDITIONAL INSTRUMENT, DOCUMENT, OR CERTIFICATE IS REQUIRED TO FURTHER EVIDENCE
SUCH PURCHASE AND SALE, THE OTHER PARTY SHALL EXECUTE AND DELIVER ANY SUCH
DOCUMENT.
[END OF ARTICLE III]
10
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01
REPRESENTATIONS AND WARRANTIES OF COLUMBUS BANK RELATING TO
COLUMBUS BANK.
(A)
REPRESENTATIONS AND WARRANTIES OF COLUMBUS BANK RELATING TO
COLUMBUS BANK.
COLUMBUS BANK HEREBY REPRESENTS AND WARRANTS TO, AND AGREES
WITH, LLC AS OF THE DATE HEREOF AND AS OF THE TERMINATION DATE THAT:
(I)
ORGANIZATION.
COLUMBUS BANK IS A BANK DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF GEORGIA.
(II)
CAPACITY; AUTHORITY; VALIDITY.
COLUMBUS BANK HAS ALL
NECESSARY CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO
PERFORM ALL OF THE OBLIGATIONS TO BE PERFORMED BY IT UNDER THIS AGREEMENT.
THIS
AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO (SUCH
OTHER DOCUMENTS OR INSTRUMENTS, COLLECTIVELY, THE "CONVEYANCE PAPERS") AND THE
CONSUMMATION BY COLUMBUS BANK OF THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE
CONVEYANCE PAPERS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON
THE PART OF COLUMBUS BANK, AND THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY COLUMBUS BANK AND CONSTITUTES THE VALID AND BINDING OBLIGATION OF
COLUMBUS BANK AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS (EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY EQUITABLE LIMITATIONS ON THE AVAILABILITY OF
EQUITABLE REMEDIES AND BY BANKRUPTCY AND OTHER LAWS AFFECTING THE RIGHTS OF
CREDITORS GENERALLY).
(III)
COMPLIANCE.
ALL ASPECTS OF THE PROGRAM, ALL TERMS OF THE
COLUMBUS ACCOUNTS AND THE CARDHOLDER AGREEMENTS, AND ALL SOLICITATION MATERIALS
AND OTHER RELATED DOCUMENTS, MATERIALS AND AGREEMENTS SUPPLIED OR COMMUNICATED
IN ANY FORM TO CARDHOLDERS, PROSPECTIVE CARDHOLDERS OR OTHERS IN CONNECTION