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 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,
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AND THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTHING HEREIN WAIVES SUCH
REQUIREMENTS OR ASSURES THEIR SATISFACTION.
SECTION 6.06
SUBSTITUTION OF COLLATERAL.
(A)
LLC 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 CASE, NOT SUBJECT TO ANY BANK LIEN IMMEDIATELY PRIOR
TO GRANT OF A SECURITY INTEREST THEREIN PURSUANT HERETO (COLLECTIVELY, "ELIGIBLE
COLLATERAL").
(C)
UNLESS COLUMBUS BANK SHALL HAVE GIVEN ITS PRIOR WRITTEN
CONSENT, NO SUBSTITUTION OF COLLATERAL PURSUANT TO THIS SECTION 6.06 SHALL
RESULT IN THE PERCENTAGE OF EXCESS INTEREST RESIDUALS COMPRISING THE PLEDGED
RESIDUAL INTERESTS TO EXCEED THE PERCENTAGE OF EXCESS INTEREST RESIDUALS
COMPRISING THE RESIDUAL INTERESTS.
(D)
IN CONNECTION WITH EACH SUBSTITUTION OF COLLATERAL PURSUANT TO
THIS SECTION 6.06 LLC SHALL DELIVER TO COLUMBUS BANK AN OFFICER'S CERTIFICATE
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT C TO THE PLEDGE AND SECURITY
AGREEMENT TO THE EFFECT THAT AFTER GIVING EFFECT TO SUCH SUBSTITUTION THE
RESIDUAL VALUATION OF THE PLEDGED RESIDUAL INTERESTS IS GREATER THAN OR EQUAL TO
THE AMOUNT REQUIRED PURSUANT TO CLAUSE (II) OF THE DEFINITION OF MINIMUM
RESIDUAL VALUATION.
SECTION 6.07
RELEASE OF COLLATERAL.
(A)
IF (I) ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED, OR
OTHERWISE