AMOUNTS DUE OR TO BECOME DUE LLC II IN RESPECT OF THE
COLLATERAL.
IN CONNECTION WITH SUCH COLLECTIONS, PROVIDED NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, LLC II MAY TAKE SUCH ACTION AS LLC II MAY
DEEM NECESSARY OR ADVISABLE TO ENFORCE RIGHTS TO RECEIVE PAYMENTS IN RESPECT OF
THE COLLATERAL.
(B)
LLC II 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 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
15
EVENT OF 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 II 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 II 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 II, 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 II 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 II
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 II 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 II 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