EXERCISE BY COLUMBUS BANK OF ANY OF ITS RIGHTS AND REMEDIES
HEREUNDER SHALL NOT RELEASE LLC FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER ANY
SUCH CONTRACTS OR AGREEMENTS RELATED TO OR INCLUDED IN THE COLLATERAL; AND
(C)
COLUMBUS BANK SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER ANY
SUCH CONTRACTS OR AGREEMENTS RELATED TO OR INCLUDED IN THE COLLATERAL BY REASON
OF THIS AGREEMENT, AND COLUMBUS BANK SHALL NOT BE OBLIGATED (I) TO PERFORM OR
FULFILL ANY OF THE OBLIGATIONS OR DUTIES OF LLC THEREUNDER, (II) TO TAKE ANY
ACTION TO COLLECT OR PRESENT, FILE AND/OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED
HEREUNDER, OR (III) TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY
PAYMENT LLC MAY BE ENTITLED TO RECEIVE THEREUNDER.
SECTION 6.04
REPRESENTATIONS AND WARRANTIES OF LLC REGARDING COLLATERAL.
LLC HEREBY REPRESENTS AND WARRANTS TO COLUMBUS BANK AS OF THE DATE HEREOF AND AS
OF THE TERMINATION DATE AS FOLLOWS:
(A)
LLC OWNS, AND HAS RIGHTS AND THE POWER TO TRANSFER, EACH ITEM
OF COLLATERAL UPON WHICH IT PURPORTS TO GRANT A LIEN HEREUNDER, FREE AND CLEAR
OF ANY AND ALL LIENS, EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS
AGREEMENT.
EXCEPT AS OTHERWISE PERMITTED UNDER SECTIONS 6.06, 6.07 OR 6.08, NO
EFFECTIVE AGREEMENT, FINANCING STATEMENT, ASSIGNMENT, BANK LIEN OR OTHER
INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE COLLATERAL IS ON
FILE OR OF RECORD IN ANY PUBLIC OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN
FAVOR OF COLUMBUS BANK RELATING TO THIS AGREEMENT.
(B)
THIS AGREEMENT CREATES A VALID SECURITY INTEREST IN THE
COLLATERAL SECURING THE PAYMENT AND PERFORMANCE IN FULL OF THE OBLIGATIONS OF
LLC HEREUNDER.
UPON THE FILING OF APPROPRIATE FINANCING STATEMENTS IN THE
APPLICABLE FILING OFFICES IN THE JURISDICTIONS LISTED IN SCHEDULE B HERETO, ALL
FILINGS, REGISTRATIONS AND RECORDINGS NECESSARY OR APPROPRIATE TO CREATE AND
PERFECT THE FIRST PRIORITY SECURITY INTEREST GRANTED BY LLC TO COLUMBUS BANK IN
THE COLLATERAL WILL HAVE BEEN ACCOMPLISHED AND WILL CREATE A PERFECTED SECURITY
INTEREST THEREIN PRIOR TO THE RIGHTS OF ALL OTHER PERSONS THEREIN AND SUBJECT TO
NO OTHER BANK LIENS, EXCEPT AS OTHERWISE PERMITTED UNDER SECTIONS 6.06, 6.07 OR
6.08.
SECTION 6.05
CERTAIN REMEDIES.
If any Event of Default shall have occurred and is continuing:
(A)
COLUMBUS BANK MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO OTHER RIGHTS AVAILABLE TO IT AT LAW OR IN EQUITY OR OTHERWISE, ALL
THE RIGHTS AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER THE UCC (WHETHER OR
NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY (I) REQUIRE LLC TO,
AND LLC HEREBY AGREES THAT IT WILL, AT ITS EXPENSE AND UPON REQUEST OF COLUMBUS
BANK FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED BY COLUMBUS
BANK AND MAKE IT AVAILABLE TO COLUMBUS BANK AT A PLACE TO BE DESIGNATED BY
COLUMBUS BANK THAT IS REASONABLY CONVENIENT TO BOTH PARTIES, (II) EXERCISE ANY
AND ALL RIGHTS AND REMEDIES OF LLC UNDER OR IN CONNECTION