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, THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE
CONVEYANCE PAPERS AGAINST LLC, THE VALIDITY OF THE SECURITY INTEREST GRANTED BY
LLC HEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY
THE CONVEYANCE PAPERS, OR THE PERFORMANCE BY LLC OF ITS OBLIGATIONS HEREUNDER
AND UNDER THE CONVEYANCE PAPERS.
(B)
NOTICE OF BREACH.
UPON DISCOVERY BY LLC 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 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 PURSUANT HERETO, COLUMBUS BANK AGREES TO PAY TO LLC SUCH
COLLECTIONS OF RECEIVABLES AND RECOVERIES AS SOON AS PRACTICABLE AFTER RECEIPT
THEREOF.
(III)
NOTICE OF BANK LIENS.
COLUMBUS BANK SHALL NOTIFY LLC 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 IN FILING, AND LLC SHALL FILE THE DOCUMENTS (AT THE EXPENSE OF LLC)
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.
LLC 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 SHALL CONTINUE TO COLLECT,
AT ITS OWN EXPENSE, ALL AMOUNTS DUE OR TO BECOME DUE LLC IN RESPECT OF THE
COLLATERAL.
IN CONNECTION WITH SUCH COLLECTIONS, PROVIDED NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, LLC MAY TAKE SUCH ACTION AS LLC MAY DEEM
NECESSARY OR ADVISABLE TO ENFORCE RIGHTS TO RECEIVE PAYMENTS IN RESPECT OF THE
COLLATERAL.
(B)
LLC SHALL DELIVER TO THE CUSTODIAL AGENT CONTEMPORANEOUSLY WITH
EXECUTION AND DELIVERY OF THIS AGREEMENT (I) THE CERTIFICATES, IF ANY,
EVIDENCING THE PLEDGED RESIDUAL INTERESTS, TOGETHER WITH INSTRUMENTS OF
TRANSFER, ENDORSED IN BLANK, SUFFICIENT TO PERMIT COLUMBUS BANK, UPON