COMPLETION
OF THE ENDORSEMENTS THEREOF, TO CAUSE THE TRANSFER ON THE BOOKS AND RECORDS OF
THE INDENTURE TRUSTEE OF THE PLEDGED RESIDUAL INTERESTS.
AT ANY TIME AFTER AN
EVENT OF
15
DEFAULT HAS OCCURRED AND IS CONTINUING, COLUMBUS BANK SHALL HAVE THE RIGHT TO
SUBMIT SUCH INSTRUMENTS OF TRANSFER TO THE INDENTURE TRUSTEE AND CAUSE THE
ISSUANCE OF CERTIFICATES EVIDENCING THE PLEDGED RESIDUAL INTERESTS REGISTERED IN
THE NAME OF COLUMBUS BANK OR ITS DESIGNEE AND TO SUBMIT THE LETTER OF
INSTRUCTION TO THE INDENTURE TRUSTEE.
(C)
AFTER DELIVERY TO LLC BY COLUMBUS BANK OF A NOTICE THAT AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING:
(I) ALL AMOUNTS AND PROCEEDS
(INCLUDING INSTRUMENTS) RECEIVED BY LLC IN RESPECT OF THE COLLATERAL SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF COLUMBUS BANK HEREUNDER, SHALL BE
SEGREGATED FROM OTHER FUNDS OF LLC, AND SHALL BE FORTHWITH PAID OVER TO COLUMBUS
BANK IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENTS) TO BE
HELD AS CASH COLLATERAL AND APPLIED AS PROVIDED BY THIS AGREEMENT; AND (II) LLC
SHALL NOT ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF ANY OF THE
RECEIVABLES, OR RELEASE WHOLLY OR PARTLY ANY ACCOUNT DEBTOR OR OBLIGOR THEREOF,
OR ALLOW ANY CREDIT OR DISCOUNT THEREON.
(D)
OTHER THAN AS PERMITTED PURSUANT TO SECTIONS 6.06, 6.07 OR
6.08, LLC SHALL NOT WITHOUT THE PRIOR WRITTEN CONSENT OF COLUMBUS BANK, SELL,
ASSIGN (BY OPERATION OF LAW OR OTHERWISE), TRANSFER OR OTHERWISE DISPOSE OF ALL
OR ANY PART OF THE COLLATERAL.
(E)
LLC AGREES THAT, FROM TIME TO TIME AT ITS OWN COST AND
EXPENSE, IT WILL PROMPTLY EXECUTE AND DELIVER AND WILL CAUSE TO BE EXECUTED AND
DELIVERED ALL FURTHER INSTRUMENTS, ASSIGNMENTS, NOTICES, AGREEMENTS AND
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, FINANCING AND CONTINUATION STATEMENTS,
AND WILL TAKE ALL FURTHER ACTION AND WILL CAUSE ALL FURTHER ACTION TO BE TAKEN,
THAT MAY BE NECESSARY OR DESIRABLE, OR THAT COLUMBUS BANK MAY REASONABLY
REQUEST, IN ORDER TO PERFECT AND PROTECT ANY SECURITY INTEREST GRANTED OR
PURPORTED TO BE GRANTED HEREBY AND THE PRIORITY THEREOF OR TO ENABLE COLUMBUS
BANK TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO
ANY COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LLC WILL:
(I)
IF ANY COLLATERAL SHALL BE EVIDENCED BY A PROMISSORY NOTE
OR OTHER INSTRUMENT OR NEGOTIABLE DOCUMENT, DELIVER AND PLEDGE TO THE CUSTODIAL
AGENT SUCH 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