PROMISSORY NOTE, INSTRUMENT OR NEGOTIABLE DOCUMENT DULY ENDORSED AND
ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO COLUMBUS BANK;
(II)
EXECUTE AND FILE, RECORD OR REGISTER SUCH FINANCING OR CONTINUATION
STATEMENTS, OR AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS, ASSIGNMENTS OR
NOTICES, AS MAY BE NECESSARY OR DESIRABLE, OR AS COLUMBUS BANK MAY REASONABLY
REQUEST, IN ORDER TO PERFECT AND PROTECT THE SECURITY INTERESTS AND OTHER RIGHTS
GRANTED OR PURPORTED TO BE GRANTED TO COLUMBUS BANK;
(III)
FURNISH TO COLUMBUS BANK, FROM TIME TO TIME, (A) STATEMENTS AND
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL; AND (B) ALL MONTHLY
SERVICING REPORTS AND ANY RESTATEMENTS OR REVISIONS THERETO DELIVERED TO
NOTEHOLDERS PURSUANT TO THE APPLICABLE INDENTURE SUPPLEMENT.
16
(IV)
AT COLUMBUS BANK'S WRITTEN REQUEST, APPEAR IN AND DEFEND ANY ACTION OR
PROCEEDING THAT MAY AFFECT LLC II'S RIGHT, TITLE AND INTEREST IN OR TO, OR
COLUMBUS BANK'S SECURITY INTEREST IN, THE COLLATERAL.
(F)
WITH RESPECT TO THE FOREGOING AND THE GRANT OF THE SECURITY INTEREST
HEREUNDER, LLC II HEREBY AUTHORIZES COLUMBUS BANK AT ANY TIME AND FROM TIME TO
TIME TO FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS
THERETO, RELATIVE TO ALL OR ANY PART OF THE COLLATERAL WITHOUT THE SIGNATURE OF
LLC II WHERE PERMITTED BY LAW.
(G)
OTHER THAN AS PERMITTED PURSUANT TO SECTIONS 6.06, 6.07 OR 6.08, LLC II
ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING STATEMENT OR
AMENDMENT OR TERMINATION STATEMENT RELATING TO THE COLLATERAL WITH RESPECT TO
ANY FINANCING STATEMENT RELATING TO THE COLLATERAL WITHOUT THE PRIOR WRITTEN
CONSENT OF COLUMBUS BANK, SUBJECT TO LLC II'S RIGHTS UNDER ARTICLES 1 AND 9 OF
THE UCC.
(H)
DURING THE TERM OF THIS AGREEMENT, LLC II SHALL OBSERVE THE APPLICABLE
LEGAL REQUIREMENTS FOR ITS RECOGNITION AS A LEGAL ENTITY SEPARATE AND APART FROM
COMPUCREDIT AND FROM ITS AFFILIATES, INCLUDING AS FOLLOWS:
(I)
LLC II SHALL MAINTAIN BUSINESS RECORDS AND BOOKS OF
ACCOUNT SEPARATE FROM COMPUCREDIT AND FROM THOSE OF ITS AFFILIATES;
(II)
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, LLC II
SHALL NOT COMMINGLE ITS ASSETS AND FUNDS WITH THOSE OF ITS AFFILIATES;
(III)
LLC II SHALL AT ALL TIMES HOLD ITSELF OUT TO THE PUBLIC
UNDER ITS OWN NAME AS A LEGAL ENTITY SEPARATE AND DISTINCT FROM ITS AFFILIATES;
AND
(IV)
LLC II IS NOT AND SHALL NOT BE INVOLVED IN THE DAY-TO-DAY OR
OTHER MANAGEMENT OF ANY OF ITS AFFILIATES;
(V)
LLC II SHALL MAINTAIN RECORDS AND BOOKS OF ACCOUNT AND
SHALL NOT COMMINGLE SUCH RECORDS AND BOOKS OF ACCOUNT WITH THE RECORDS AND BOOKS
OF ACCOUNT OF ANY PERSON; AND
(VI)
LLC II SHALL ACT SOLELY IN ITS OWN NAME AND THROUGH DULY
AUTHORIZED AGENTS IN THE CONDUCT OF ITS BUSINESS, AND SHALL CONDUCT ITS BUSINESS
SO AS NOT TO MISLEAD OTHERS AS TO THE IDENTITY OF THE ENTITY WITH WHICH THEY ARE
CONCERNED.
(I)
AT ALL TIMES, EXCEPT IN THE CASE OF A TEMPORARY VACANCY, WHICH SHALL
PROMPTLY BE