COLLATERAL; AND (B) ALL MONTHLY
SERVICING REPORTS AND ANY RESTATEMENTS OR REVISIONS THERETO DELIVERED TO
NOTEHOLDERS PURSUANT TO THE APPLICABLE INDENTURE SUPPLEMENT.
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(IV)
AT COLUMBUS BANK'S WRITTEN REQUEST, APPEAR IN AND DEFEND ANY
ACTION OR PROCEEDING THAT MAY AFFECT LLC'S RIGHT, TITLE AND INTEREST IN OR TO,
OR COLUMBUS BANK'S SECURITY INTEREST IN, THE COLLATERAL.
(F)
WITH RESPECT TO THE FOREGOING AND THE GRANT OF THE SECURITY
INTEREST HEREUNDER, LLC HEREBY AUTHORIZES COLUMBUS BANK AT ANY TIME AND FROM
TIME TO TIME TO FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO, RELATIVE TO ALL OR ANY PART OF THE COLLATERAL WITHOUT THE
SIGNATURE OF LLC WHERE PERMITTED BY LAW.
(G)
OTHER THAN AS PERMITTED PURSUANT TO SECTIONS 6.06, 6.07 OR 6.08, LLC
ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING STATEMENT OR
AMENDMENT OR TERMINATION STATEMENT RELATING TO THE COLLATERAL WITH RESPECT TO
ANY FINANCING STATEMENT RELATING TO THE COLLATERAL WITHOUT THE PRIOR WRITTEN
CONSENT OF COLUMBUS BANK, SUBJECT TO LLC'S RIGHTS UNDER ARTICLES 1 AND 9 OF THE
UCC.
(H)
DURING THE TERM OF THIS AGREEMENT, LLC SHALL OBSERVE THE APPLICABLE
LEGAL REQUIREMENTS FOR ITS RECOGNITION AS A LEGAL ENTITY SEPARATE AND APART FROM
COMPUCREDIT AND FROM ITS AFFILIATES, INCLUDING AS FOLLOWS:
(I)
LLC SHALL MAINTAIN BUSINESS RECORDS AND BOOKS OF ACCOUNT
SEPARATE FROM COMPUCREDIT AND FROM THOSE OF ITS AFFILIATES;
(II)
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, LLC SHALL NOT
COMMINGLE ITS ASSETS AND FUNDS WITH THOSE OF ITS AFFILIATES;
(III)
LLC SHALL AT ALL TIMES HOLD ITSELF OUT TO THE PUBLIC UNDER ITS
OWN NAME AS A LEGAL ENTITY SEPARATE AND DISTINCT FROM ITS AFFILIATES; AND
(IV)
LLC IS NOT AND SHALL NOT BE INVOLVED IN THE DAY-TO-DAY OR OTHER
MANAGEMENT OF ANY OF ITS AFFILIATES;
(V)
LLC SHALL MAINTAIN RECORDS AND BOOKS OF ACCOUNT AND SHALL NOT
COMMINGLE SUCH RECORDS AND BOOKS OF ACCOUNT WITH THE RECORDS AND BOOKS OF
ACCOUNT OF ANY PERSON; AND
(VI)
LLC SHALL ACT SOLELY IN ITS OWN NAME AND THROUGH DULY AUTHORIZED
AGENTS IN THE CONDUCT OF ITS BUSINESS, AND SHALL CONDUCT ITS BUSINESS SO AS NOT
TO MISLEAD OTHERS AS TO THE IDENTITY OF THE ENTITY WITH WHICH THEY ARE
CONCERNED.
(I)
AT ALL TIMES, EXCEPT IN THE CASE OF A TEMPORARY
VACANCY, WHICH SHALL PROMPTLY BE FILLED, THE MANAGING MEMBER OF LLC SHALL HAVE
AT LEAST ONE DIRECTOR WHO QUALIFIES AS AN "INDEPENDENT DIRECTOR" AS SUCH TERM IS
DEFINED IN THE ARTICLES OF INCORPORATION OF THE MANAGING MEMBER.
SECTION 5.03
COLUMBUS BANK APPOINTED ATTORNEY-IN-FACT.
From and after the occurrence and during the continuation of an Event of
Default, LLC hereby irrevocably appoints Columbus Bank as LLC's true and lawful
attorney-in-fact, with full
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authority and power in the place and stead of LLC and in the name of LLC,
Columbus Bank or otherwise, from time to time in Columbus Bank's discretion to
take any appropriate action and to execute any instrument that Columbus Bank may
deem necessary or advisable