TIME AND
PLACE TO WHICH IT WAS SO ADJOURNED.
UPON ANY SALE OR OTHER DISPOSITION PURSUANT
TO THIS AGREEMENT, COLUMBUS BANK SHALL HAVE THE RIGHT TO DELIVER, ASSIGN AND
TRANSFER TO PURCHASER THEREOF THE COLLATERAL OR ANY PART THEREOF AND TRANSFER TO
THE PURCHASER THEREOF THE COLLATERAL OR ANY PART THEREOF SO SOLD OR DISPOSED
OF.
EACH PURCHASER AT ANY SUCH SALE OR OTHER DISPOSITION (INCLUDING COLUMBUS
BANK) SHALL HOLD THE COLLATERAL FREE FROM ANY CLAIM OR RIGHT OF WHATEVER KIND,
INCLUDING ANY EQUITY OR RIGHT OF REDEMPTION OF LLC II AND LLC II SPECIFICALLY
WAIVES (TO THE EXTENT PERMITTED BY LAW) ALL RIGHTS OF REDEMPTION, STAY OR
APPRAISAL WHICH IT HAS OR MAY HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING
OR HEREAFTER ADOPTED.
(B)
ALL CASH PROCEEDS RECEIVED BY COLUMBUS BANK IN RESPECT OF ANY SALE OF,
COLLECTION FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL
SHALL BE APPLIED TO THE OBLIGATIONS.
SUBJECT TO SECTION 9-608(A) OF THE UCC, IF
ANY NON-CASH PROCEEDS ARE RECEIVED IN CONNECTION WITH ANY SALE OF COLLATERAL,
COLUMBUS BANK SHALL NOT APPLY SUCH NON-CASH PROCEEDS TO THE OBLIGATIONS UNLESS
AND UNTIL SUCH PROCEEDS ARE CONVERTED TO CASH; PROVIDED, HOWEVER, THAT IF SUCH
NON-CASH PROCEEDS ARE NOT EXPECTED ON THE DATE OF RECEIPT THEREOF TO BE
CONVERTED TO CASH WITHIN ONE YEAR AFTER SUCH DATE, COLUMBUS BANK SHALL
NONETHELESS USE COMMERCIALLY REASONABLE EFFORTS TO CONVERT SUCH NON-CASH
PROCEEDS TO CASH WITHIN SUCH ONE YEAR PERIOD.
ANY SURPLUS OF SUCH CASH, CASH
PROCEEDS OR NON-CASH PROCEEDS HELD BY COLUMBUS BANK AFTER PAYMENT IN FULL OF ALL
THE OBLIGATIONS SHALL BE PAID OVER TO LLC II OR TO WHOMSOEVER MAY BE LAWFULLY
ENTITLED TO RECEIVE SUCH SURPLUS PURSUANT TO SECTION 9-608 OF THE UCC.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT ANY TRANSFER OF THE PLEDGED RESIDUAL INTERESTS
(INCLUDING IN CONNECTION WITH COLUMBUS BANK'S EXERCISE OF ITS RIGHTS AND
REMEDIES HEREUNDER) IS SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS SET FORTH
IN THE INDENTURE, INCLUDING REQUIREMENTS CONCERNING THE DELIVERY OF TAX OPINIONS
WITH RESPECT TO ANY SUCH TRANSFER AND THE TAX STATUS OF ANY TRANSFEREE,
22
AND THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTHING HEREIN WAIVES SUCH
REQUIREMENTS OR ASSURES THEIR SATISFACTION.
SECTION 6.06
SUBSTITUTION OF COLLATERAL.
(A)
LLC II MAY FROM TIME TO TIME SUBSTITUTE ELIGIBLE COLLATERAL FOR THE
COLLATERAL HEREUNDER, SUBJECT TO SATISFACTION OF THE CONDITIONS SET FORTH IN
THIS SECTION 6.06.
(B)
ELIGIBLE COLLATERAL SHALL CONSIST OF (I) RIGHTS OF CFC TO RECEIVE
PAYMENTS IN RESPECT OF NOTES ISSUED PURSUANT TO THE INDENTURE, WHICH NOTES SHALL
NOT BE SUBORDINATED TO ANY OTHER NOTES OR CLASS OF NOTES ISSUED PURSUANT TO THE
INDENTURE AND BENEFICIALLY OWNED BY THE CFC OR ANY AFFILIATE OF CFC; (II) RIGHTS
OF CFC TO RECEIVE DISTRIBUTIONS UNDER THE TRUST AGREEMENT, INCLUDING, WITHOUT
LIMITATION, EXCESS FINANCE CHARGE COLLECTIONS (AS DEFINED IN THE TRANSFER AND
SERVICING AGREEMENT AND THE RELATED INDENTURE SUPPLEMENT), WHICH RIGHTS ARE, IN
EACH