Exhibit

10.3




 




RECEIVABLES PURCHASE AND SECURITY AGREEMENT, dated as

of September 23, 2002, by and between CFC LLC, a Nevada limited liability

company (“LLC”)

and COLUMBUS BANK AND TRUST COMPANY, a state chartered bank organized under the

laws of the State of Georgia (“Columbus Bank”).




 




W I T N E S S E T

H:




 




WHEREAS, Columbus Bank and CompuCredit Corporation, a

Georgia corporation (“CompuCredit”) are party to the Amended and Restated

Receivables Purchase Agreement, dated as of July 14, 2000 (as the same shall

have been amended to the date hereof, the “CompuCredit Purchase Agreement”);




 




WHEREAS, LLC desires to purchase certain Receivables

(hereunder defined) arising under certain credit card accounts of Columbus Bank

following the termination of the CompuCredit Purchase Agreement, as more fully

provided herein; and




 




WHEREAS, Columbus Bank desires to sell and assign

certain Receivables to LLC following termination of the CompuCredit Purchase

Agreement, as more fully provided herein.




 




NOW, THEREFORE, it is hereby agreed by and between

Columbus Bank and LLC as follows:




 




ARTICLE I




 




DEFINITIONS




 




Section

1.01    Definitions.  All capitalized terms used herein or in any certificate or

document, or Conveyance Paper made or delivered pursuant hereto, and not

otherwise defined herein or therein, shall have the meaning ascribed thereto in

the Affinity Agreement, the CompuCredit Purchase Agreement (as hereinafter

defined) or the Transfer and Servicing Agreement; in addition, the following

words and phases shall have the following meanings:




 




“Affinity Agreement” shall mean the Affinity

Card Agreement, dated as of January 6, 1997 between Columbus Bank,

CompuCredit and CompuCredit Acquisition Corporation, as amended to the date

hereof and as such agreement may be amended from time to time hereafter.




 




“Agreement” shall mean this Receivables

Purchase and Security Agreement and all amendments hereof and supplements

hereto.




 




“Bank Lien” shall mean any security interest,

mortgage, deed of trust, pledge, hypothecation, assignment, deposit

arrangement, equity interest, encumbrance, lien (statutory or other),

preference, participation interest, priority or other security agreement or

preferential arrangement of any kind or nature whatsoever, including any

conditional sale or other title retention agreement, any financing lease having

substantially the same economic effect as any of the foregoing and the filing

of any financing statement under the UCC or comparable law of any jurisdiction

to evidence any of the foregoing; provided, however, that any

lien or liens on receivables maintained pursuant to the Indenture, the

CompuCredit Purchase Agreement, the




 





























 




CFC Purchase Agreement or

the Transfer and Servicing Agreement shall not constitute a Bank Lien on the

Residual Interests.




 




“Bankruptcy Event” shall mean:




 




(i)                     LLC shall

commence any case, proceeding or other action (A) under any existing or

future law of any jurisdiction, domestic or foreign, relating to bankruptcy,

insolvency, reorganization, relief of debtors or the like, seeking to have an

order for relief entered with respect to it, or seeking to adjudicate it

bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,

winding-up, liquidation, dissolution, composition or other relief with respect

to it or its respective debts, or (B) seeking appointment of a receiver,

trustee, custodian or other similar official for it or for all or substantially

all of its assets, or LLC shall make a general assignment for the benefit of

its respective creditors; or




 




(ii)                    the commencement

against LLC of any case, proceeding or other action of a nature referred to in

clause (i) above which (A) results in the entry of an order for

relief or any such adjudication or appointment, and (B) remains undismissed,

undischarged or unbonded for a period of sixty (60)  days; or




 




(iii)                 the commencement

against LLC of any case, proceeding or other action seeking issuance of a

warrant of attachment, execution, distraint or similar process against all or

substantially all of its assets which results in the entry of an order for any

such relief which shall not have been vacated, discharged, stayed, satisfied or

bonded pending appeal within sixty (60) days from the entry thereof; or




 




(iv)                LLC shall consent

to any of the acts set forth in clause (i), (ii) or (iii) above of this

definition of “Bankruptcy Event”; or




 




(v)                   LLC shall be unable to, or shall

admit in writing its inability to, pay its debts generally as they become due;

or




 




(vi)                LLC

shall not be solvent.




 




“Business Day” shall mean any day other than (a)

a Saturday or Sunday or (b) any other day on which national banking

associations or state banking institutions in New York, New York, Atlanta,

Georgia, Columbus, Georgia or any other city in which the principal executive

offices of Columbus Bank or LLC are located, are authorized or obligated by

law, executive order or governmental decree to be closed.




 




“CFC” shall shall mean CompuCredit Funding

Corp., a Nevada corporation.




 




“CFC Purchase Agreement” shall mean the Amended

and Restated Receivables Purchase Agreement, dated as of July 14, 2000, between

CFC and CompuCredit, as amended.




 




“Collateral” shall have the meaning set forth

in Section 6.01.




 




2





























 




“Columbus Account” shall mean each VISA® or

MasterCard®(1) account established pursuant to a Credit Card Agreement between

Columbus Bank and any Person, which account is originated pursuant to the

Affinity Agreement and is identified by the bank identification numbers

specified on Schedule A to the CompuCredit Purchase Agreement, as

such Schedule A may be amended from time to time.




 




“Columbus Bank” shall have the meaning set

forth in the Recitals hereto.




 




“CompuCredit Purchase Agreement” shall mean the

Amended and Restated Receivables Purchase Agreement between Columbus Bank and

CompuCredit, dated as of July 14, 2000.




 




“CompuCredit” shall have the meaning set forth

in the Recitals hereto.




 




“Conveyance” shall have the meaning set forth

in the subsection 2.01(a).




 




“Conveyance Papers” shall have the meaning set

forth in subsection 4.01(a)(ii).




 




“Custodial Agent” shall have the meaning set

forth in the Pledge and Security Agreement.




 




“Eligible Collateral” shall have the meaning

set forth in Section 6.06(b).




 




“Event of Default” shall mean:




 




(i)                       a

Bankruptcy Event shall have occurred;




 




(ii)                     subject to

Sections 3.01(c) and (d), LLC shall fail to pay when due all or any part of the

Purchase Price, which failure is not cured within 2 Business Days;




 




(iii)                 an Event of Default shall have

occurred under the Pledge and Security Agreement; or




 




(iv)                 Columbus Bank

shall fail to have a valid and perfected security interest in the Collateral

which failure is not cured within 15 days following receipt by LLC of notice

thereof and a request to cure; or




 




(v)                    Except as

permitted herein, a Bank Lien shall have been created with respect to the

Collateral which Bank Lien is not released within 15 days following receipt by

LLC of notice thereof and a request to cure.




 




“Excess Interest Residuals” shall mean Residual

Interests that either (i) do not have a principal component, (ii) have a

nominal principal component (not including principal only components), or (iii)

are entitled, prior to the commencement of any amortization period, to receive

predominantly interest collections in respect of the Receivables subject to the

lien of the Indenture.




 






















(1)  VISA® and MasterCard® are

registered trademarks of VISA USA, and MasterCard International Incorporated,

respectively.




 




3





























 




“Indenture” shall mean the Master Indenture

among the Issuer, The Bank of New York, as Indenture Trustee, and CompuCredit,

as Servicer, dated as of July 14, 2000, as supplemented by indenture

supplements applicable to any Series that may be issued from time to time.




 




“Indenture Supplement” shall mean a supplement

to the Indenture, executed and delivered in connection with the original

issuance of a series of notes authorized under the Indenture, including all

amendments thereof and supplements thereto.




 




“Indenture Trustee” shall mean The Bank of New

York in its capacity as indenture trustee under the Indenture, or its successor

in interest, or any successor indenture trustee appointed as provided in the

Indenture.




 




“Instrument” shall have the meaning as provided

in the UCC.




 




“Interchange” shall mean interchange fees

payable to Columbus Bank, in its capacity as credit card issuer, through VISA

or MasterCard, as applicable, in connection with cardholder charges for goods

or services with respect to the Columbus Accounts.




 




“Issuer” shall mean the CompuCredit Card Master

Note Business Trust, a Nevada business card trust, created by the Trust

Agreement.




 




“Letter of Credit” shall have the meaning set

forth in the Affinity Agreement.




 




“Letter of Instruction” shall mean a letter

executed by LLC directing the Indenture Trustee to remit amounts otherwise

distributable in respect of the Pledged Residual Interests pursuant to the

Indenture to Columbus Bank, which letter is deliverable by LLC to Columbus Bank

pursuant to Section 5.02 hereof.




 




“Lien” shall mean any lien on the Pledged

Residual Interests or the Collateral (as defined in the Pledge and Security

Agreement) which is senior to the lien of Columbus Bank; provided, however,

that any lien or liens on receivables maintained pursuant to the Indenture, the

CompuCredit Purchase Agreement, the CFC Purchase Agreement or the Transfer and

Servicing Agreement shall not constitute a Lien on the Residual Interests.




 




“Obligor” shall mean, with respect to each

Columbus Account, each person that would be treated as an “Obligor” in

accordance with the definition for such term in the Transfer and Servicing

Agreement.




 




“Pledge and Security Agreement” shall mean the

Pledge and Security Agreement, dated as of September 23, 2002, between

CompuCredit and Columbus Bank, as the same shall be amended.




 




“Pledged Residual Interests” shall mean the

Residual Interests identified in Schedule A hereto, as such schedule may be

revised from time to time, and all rights appurtenant thereto.




 




“Proceeds” shall have the meaning as provided

in the UCC.




 




4





























 




“Program” shall mean the affinity credit card

program conducted pursuant to the terms of the Affinity Agreement.




 




“Purchase Term” shall mean, with respect to

each state, the Standard Account Closure Period or the Extended Account Closure

Period, as applicable, in each case as such terms are defined in Exhibit A to

the Pledge and Security Agreement.




 




“Purchased Assets” shall have the meaning set

forth in subsection 2.01(a).




 




“Receivables” shall mean all amounts payable by

Obligors on any Columbus Account, which receivables (i) existed as of the

Termination Date and were not previously acquired by CompuCredit, or (ii) are

originated during the Purchase Term and are not purchased by CompuCredit

pursuant to the CompuCredit Purchase Agreement.




 




“Recoveries” shall have the meaning set forth

in the Transfer and Servicing Agreement.




 




“Residual Interests” shall have the meaning

ascribed thereto in the Pledge and Security Agreement.




 




“Residual Valuation” shall have the meaning

assigned thereto in the Pledge and Security Agreement.




 




“Retained Interest” shall have the meaning set

forth in the CompuCredit Purchase Agreement.




 




“Servicer” shall mean the Servicer from time to

time under the Transfer and Servicing Agreement.




 




“Termination Date” shall mean the date as of

which the CompuCredit Purchase Agreement is terminated in accordance therewith.




 




“Transfer and Servicing Agreement” shall mean

the Transfer and Servicing Agreement, dated as of July 14, 2000, among

CompuCredit, as Servicer, CFC, as Transferor, the Issuer and the Indenture

Trustee, and all amendments and supplements thereto.




 




“Trust Agreement” shall mean the CompuCredit

Credit Card Master Note Business Trust  Trust Agreement, dated as of July

14, 2000, between CFC and Wilmington Trust FSB, as the same may be amended,

modified or otherwise supplemented from time to time.




 




“UCC” shall mean the Uniform Commercial Code as

in effect on the date hereof in the State of New York, as amended from time to

time, and any successor statute; provided that if by reason of mandatory

provision of law, the perfection or the effect of perfection or non-perfection

of the security interest in the Collateral is governed by the Uniform

Commercial Code of another jurisdiction or a similar or equivalent legislation

as enacted in a relevant foreign jurisdiction, “UCC” means the Uniform

Commercial Code or such legislation as in effect in such other jurisdiction for

purposes of the provision hereof relating to such perfection or effect of

perfection or non-perfection.




 




5





























 




Section 1.02    Other

Definitional Provisions.




 




(a)               All terms defined

in this Agreement shall have the defined meanings when used in any certificate,

other document, or Conveyance Paper made or delivered pursuant hereto unless

otherwise defined therein.




 




(b)              The words “hereof,”

“herein” and “hereunder” and words of similar import when used in

this Agreement or any Conveyance Paper shall refer to this Agreement as a whole

and not to any particular provision of this Agreement, and Section, Subsection,

Schedule and Exhibit references contained in this Agreement are references to

Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise

specified.




 




[END OF ARTICLE I]




 




6





























 




ARTICLE II




 




PURCHASE AND CONVEYANCE OF RECEIVABLES




 




Section 2.01    Purchase.




 




(a)               By execution of

this Agreement, LLC does hereby agree to purchase on and after the Termination

Date from Columbus Bank, and Columbus Bank does hereby agree to sell, transfer,

assign, set over and otherwise convey on and after the Termination Date, to LLC

(collectively, the “Conveyance”), without recourse except

as provided herein, all of Columbus Bank’s right, title and interest in, to and

under (i) the Receivables and all monies due and or to become due and all

amounts received with respect thereto and all proceeds (including, without

limitation, “proceeds” as defined in the UCC) thereof and (ii) the right

to receive Interchange and Recoveries with respect to such Receivables (other

than with respect to the Retained Interest therein) (all of the foregoing being

referred to herein as the “Purchased Assets”).




 




(b)              In connection with

such Conveyance, Columbus Bank agrees (i) to cooperate with LLC, and LLC

agrees to record and file upon the occurrence of the Termination Date, at its

own expense, any financing statements (and continuation statements with respect

to such financing statements when applicable) with respect to the Receivables

and the other Purchased Assets, meeting the requirements of applicable state

law in such manner and in such jurisdictions as are necessary to perfect, and

maintain perfection of, the Conveyance of such Purchased Assets from Columbus

Bank to LLC and (ii) that such financing statements shall name Columbus

Bank, as seller, and LLC, as purchaser, of the Receivables and the other

Purchased Assets; and upon filing LLC agrees to deliver a file-stamped copy of

such financing statements or other evidence of such filings to Columbus Bank as

soon as is practicable after filing.




 




(c)               [Reserved]




 




(d)              The parties hereto

intend that the conveyance of Columbus Bank’s right, title and interest in and

to the Receivables and the other Purchased Assets purchased hereunder shall

constitute a sale, conveying good title free and clear of any liens, claims,

encumbrances or rights of others from Columbus Bank to LLC and that the

Receivables and the other Purchased Assets shall not be part of Columbus Bank’s

estate in the event of the insolvency of Columbus Bank or a conservatorship,

receivership or similar event with respect to Columbus Bank.  It is the intention of the parties hereto

that the arrangements with respect to the Receivables and the other Purchased

Assets shall constitute a purchase and sale of such Receivables and the other

Purchased Assets and not a loan.  In the

event, however, that it were to be determined that the transactions evidenced

hereby constitute a loan and not a purchase and sale, this Agreement shall

constitute a security agreement under applicable law, and Columbus Bank hereby

grants to LLC a first priority security interest in all of Columbus Bank’s

right, title and interest, whether now owned or hereafter acquired, in, to and

under the Receivables and the other Purchased Assets.




 




(e)               With respect to the

foregoing and the grant of the security interest in the Purchased Assets,

Columbus Bank hereby authorizes LLC at any time and from time to time to




 




7





























 




file one or more financing or continuation statements,

and amendments thereto, relative to all or any part of the Purchased Assets

without the signature of Columbus Bank where permitted by law.




 




[END OF ARTICLE

II]




 




8





























 




ARTICLE III




 




CONSIDERATION AND PAYMENT




 




Section 3.01    Purchase Price.




 




(a)               The purchase price

for the Conveyance with respect to the Receivables and the other Purchased

Assets which come into existence on or after the Termination Date shall be

payable daily, on the Business Day next succeeding the Business Day on which

the notice deliverable by Columbus Bank pursuant to subsection (b) hereof is

received by LLC.  For purposes hereof,

the purchase price for the Receivables (the “Purchase Price”) shall be equal to

100% of the principal balance of such Receivables.




 




(b)              No later than 1:00

p.m. (eastern time) on each Business Day, Columbus Bank shall notify by

facsimile transmission the Chief Financial Officer or such officer’s designee

at LLC of the Purchase Price payable due or owed by LLC.  Payments due for any day shall be made by

wire transfer no later than 4:00 p.m. (eastern time) on the Business Day next

succeeding the date of such notice, unless Columbus Bank is late in notifying

LLC of the Purchase Price due for any day, in which case the appropriate party

shall use all reasonable efforts to send the wire transfer within the time

period set forth above or as soon thereafter as possible, but in any event no

later than 5:00 p.m. (eastern time) of the next Business Day following LLC’s

receipt of notice from Columbus Bank.




 




(c)               In the event LLC

has reason to dispute the accuracy of the Purchase Price reported by Columbus

Bank for any day, LLC shall promptly so notify Columbus Bank, but such notice

shall not affect LLC’s obligation for timely payment of the Purchase Price as

notified by Columbus Bank to LLC.  In

the event it is determined that LLC was correct in disputing the accuracy of

the Purchase Price for a given day, Columbus Bank shall promptly remit (but in

any event within 5 Business Days of such determination) to LLC the greater of

(i) the amount due LLC with interest thereon computed at the rate of 3

percentage points above the Columbus Bank “prime rate” in effect on the date

said sum was first due, or (ii) $100. 

If LLC shall fail for any reason to remit to Columbus Bank the Purchase

Price due for any given day, then LLC shall promptly remit to Columbus Bank the

amount due Columbus Bank with interest thereon from the date such sum was due

until the date the Purchase Price is paid computed at the rate of 3 percentage

points above the Columbus Bank “prime rate” in effect on the date said sum was

first due.




 




(d)              If LLC fails on any

given day to pay the Purchase Price indicated by Columbus Bank, as provided

hereunder, even in the event LLC disputes such amount, and such failure is not

cured within 2 Business Days from the date LLC receives notification of

nonpayment, Columbus Bank may (but need not and without waiver of its rights),

in addition to any other rights and remedies it may have, upon notice to LLC

sell to any third party any interest in the Receivables that LLC failed to

purchase.




 




(e)               The sale of

Receivables contemplated herein shall occur upon settlement therefor by or on

behalf of LLC and no additional documents shall be required by the parties to




 




9





























 




effect any such sale. 

Notwithstanding the foregoing, if, in the reasonable judgment of either

party in connection with any such purchase and sale, any additional instrument,

document, or certificate is required to further evidence such purchase and

sale, the other party shall execute and deliver any such document.




 




[END OF ARTICLE

III]




 




10





























 




ARTICLE IV




 




REPRESENTATIONS AND WARRANTIES




 




Section 4.01    Representations

and Warranties of Columbus Bank Relating to Columbus Bank.




 




(a)               Representations

and Warranties of Columbus Bank Relating to Columbus Bank.  Columbus Bank hereby represents and warrants

to, and agrees with, LLC as of the date hereof and as of the Termination Date

that:




 




(i)                  Organization.  Columbus Bank is a bank duly organized,

validly existing and in good standing under the laws of the State of Georgia.




 




(ii)               Capacity;

Authority; Validity.  Columbus Bank

has all necessary corporate power and authority to enter into this Agreement

and to perform all of the obligations to be performed by it under this

Agreement.  This Agreement and any other

document or instrument delivered pursuant hereto (such other documents or

instruments, collectively, the “Conveyance Papers”) and the

consummation by Columbus Bank of the transactions contemplated hereby and by

the Conveyance Papers have been duly authorized by all necessary corporate

action on the part of Columbus Bank, and this Agreement has been duly executed

and delivered by Columbus Bank and constitutes the valid and binding obligation

of Columbus Bank and is enforceable in accordance with its terms (except as

such enforceability may be limited by equitable limitations on the availability

of equitable remedies and by bankruptcy and other laws affecting the rights of

creditors generally).




 




(iii)            Compliance.  All aspects of the Program, all terms of the

Columbus Accounts and the Cardholder Agreements, and all Solicitation Materials

and other related documents, materials and agreements supplied or communicated

in any form to Cardholders, prospective Cardholders or others in connection

with the Program comply and will comply in all material respects with

applicable law and regulations.




 




(iv)                    Conflicts;

Defaults.  Neither the execution and

delivery of this Agreement or the Conveyance Papers by Columbus Bank nor the

consummation of the transactions contemplated by this Agreement and the

Conveyance Papers by Columbus Bank will (A) conflict with, result in the

breach of, constitute a default under, or accelerate the performance required

by, the terms of any contract, instrument or commitment to which Columbus Bank

is a party or by which Columbus Bank is bound, (B) violate the articles of

incorporation or by-laws, or any other equivalent organizational document, of

Columbus Bank, (C) result in the creation of any lien, charge or

encumbrance upon any of the Columbus Accounts or the Receivables or the other

Purchased Assets (except pursuant to the terms hereof), or (D) require the

consent or approval of any other party to any contract, instrument or

commitment to which Columbus Bank is a party or by which it is bound.  Columbus Bank is not subject to any

agreement with any regulatory 




 




11





























 




authority which

would prevent the consummation by Columbus Bank of the transactions

contemplated by this Agreement.




 




(v)              Litigation.  At the date of this Agreement, there is not

pending any claim, litigation, proceeding, arbitration, investigation or

material controversy before any governmental authority to which Columbus Bank

is a party, which adversely affects any of its assets or the ability of

Columbus Bank to consummate the transactions contemplated hereby, and, to the

best of Columbus Bank’s knowledge, no such claim, litigation, proceeding,

arbitration, investigation or controversy has been threatened or is

contemplated and no facts exist which would provide a basis for any such claim,

litigation, proceeding, arbitration, investigation or controversy.




 




(vi)           No

Consent; Etc.  At the date of this

Agreement, no consent of any person (including without limitation any

stockholder or creditor of Columbus Bank) and no consent, license, permit or

approval or authorization or exemption by notice or report to, or registration,

filing or declaration with, any governmental authority is required (other than

those previously obtained and delivered to LLC and other than the filing of

financing statements in connection with the transfer of the Receivables) in

connection with the execution or delivery of this Agreement or the Conveyance

Papers by Columbus Bank, the validity of this Agreement or the Conveyance

Papers with respect to Columbus Bank, the enforceability of this Agreement or

the Conveyance Papers against Columbus Bank, the validity of the security

interest granted by Columbus Bank hereunder, the consummation by Columbus Bank

of the transactions contemplated hereby or by the Conveyance Papers, or the

performance by Columbus Bank of its obligations hereunder and under the

Conveyance Papers.




 




(vii)        FDIC Insurance.  Columbus Bank is, and at all times during

the term hereof will remain, a member of the Federal Deposit Insurance

Corporation.




 




(b)         Notice of Breach.  Upon discovery by either Columbus Bank or

LLC of a breach of any of the foregoing representations and warranties, the

party discovering such breach shall give written notice to the other party

within three Business Days following such discovery.




 




Section 4.02    Representations

and Warranties of Columbus Bank Relating to the Agreement and the Receivables.




 




(a)               Representations

and Warranties.  Columbus Bank

hereby represents and warrants to LLC as of the date hereof and as of the

Termination Date that:




 




(i)                  this

Agreement and any Conveyance Paper each constitutes a legal, valid and binding

obligation of Columbus Bank enforceable against Columbus Bank in accordance

with its terms, except as such enforceability may be limited by applicable

conservatorship, receivership, insolvency, reorganization, moratorium or other

similar laws affecting creditors’ rights generally and state banking

corporations in particular from time to time in effect or general principles of

equity;




 




(ii)                    each

Receivable and the other Purchased Assets have been conveyed to LLC free and

clear of any Bank Lien arising through or under Columbus Bank on such




 




12





























 




Purchased Assets

and each Receivable is free and clear of any Bank Lien arising through or under

Columbus Bank;




 




(iii)                 all authorizations, consents, orders

or approvals of or registrations or declarations with any Governmental

Authority required to be obtained, effected or given by Columbus Bank in

connection with the conveyance of Receivables (except the Retained Interest)

and the other Purchased Assets to LLC have been duly obtained, effected or

given and are in full force and effect; and




 




(iv)                upon

payment of the Purchase Price by LLC, the transfer of the Receivables to LLC

pursuant hereto shall constitute a valid sale, transfer and assignment to LLC

of all right, title and interest of Columbus Bank in the Receivables and the

proceeds thereof and the Interchange payable pursuant to this Agreement and the

Recoveries payable pursuant to this Agreement or, if this Agreement does not

constitute a sale of such property, it constitutes a grant of a first priority

perfected “security interest” (as defined in the UCC) in such property to LLC,

which, in the case of existing Receivables and the proceeds thereof and said

Interchange, is enforceable upon execution and delivery of this Agreement and

which will be enforceable with respect to such Receivables hereafter created

and the proceeds thereof upon such creation. 

Upon the filing of the financing statements and, in the case of

Receivables hereafter created and the proceeds thereof, upon the creation

thereof, LLC shall have a first priority perfected security or ownership

interest in such property and proceeds.




 




(b)              Notice of Breach.  Upon discovery by either Columbus Bank or

LLC of a breach of any of the representations and warranties set forth in this

Section 4.02, the party discovering such breach shall given written notice to

the other party within three Business Days following such discovery; provided

that the failure to give notice within three Business Days does not preclude

subsequent notice.




 




Section 4.03    Representations

and Warranties of LLC.




 




(a)         Representations and

Warranties of LLC.  As of the date

hereof and as of the Termination Date, LLC hereby represents and warrants to,

and agrees with, Columbus Bank that:




 




(i)                       Organization.  LLC is a limited liability company duly

organized, validly existing and in good standing under the laws of the State of

Nevada.  Schedule 4.03(a) sets forth an

accurate and complete list identifying the following: (A) the LLC’s name as it

appears in official filings in the state of its organization; (B) the type of

entity of the LLC; (C) the organizational identification number issued by the

LLC’s state of organization or a statement that no such number has been issued;

and (D) the LLC’s state of organization. 

The LLC has only one state of organization.




 




(ii)                    Capacity;

Authority; Validity.  LLC has all

necessary power and authority to enter into this Agreement and to perform all

of the obligations to be performed by it under this Agreement.  This Agreement and the consummation by LLC

of the transactions contemplated hereby and by the Conveyance Papers have been

duly and validly authorized by all necessary action on the part of LLC, and

this Agreement has 




 




13





























 




been duly executed

and delivered by LLC and constitutes the valid and binding obligation of LLC

and is enforceable in accordance with its terms (except as such enforceability

may be limited by equitable limitations on the availability of equitable

remedies and by bankruptcy and other laws affecting the rights of creditors

generally).




 




(iii)                 Conflicts; Defaults.  Neither the execution and delivery of this

Agreement or the Conveyance Papers by LLC nor the consummation of the

transactions contemplated by this Agreement and the Conveyance Papers by LLC,

will (i) conflict with, result in the breach of, constitute a default under, or

accelerate the performance provided by the terms of any contract, instrument or

commitment to which LLC is a party or by which it is bound, (ii) violate the

certificate of organization or limited liability company agreement, or other

equivalent organizational documents of LLC, (iii) require any consent or

approval under any judgment, order, writ, decree, permit or license to which

LLC is a party or by which it is bound, or (iv) require the consent or approval

of any other party to any contract, instrument or commitment to which LLC is a

party or by which it is bound.  LLC is

not subject to any agreement with any regulatory authority which would prevent

the consummation by LLC of the transactions contemplated by this Agreement.




 




(iv)                Litigation.  There is no claim, or any litigation,

proceeding, arbitration, investigation or controversy pending, to which LLC is

a party and by which it is bound, which adversely affects LLC’s ability to

consummate the transactions contemplated hereby and, to the best of LLC’s

knowledge, no facts exist which would provide a basis for any such claim,

litigation, proceeding, arbitration, investigation or controversy.




 




(v)                   No

Consent, Etc.  No consent of any

person (including without limitation any stockholder or creditor of LLC) and no

consent, license, permit or approval or authorization or exemption by notice or

report to, or registration, filing or declaration with, any governmental

authority is required (other than those previously obtained and delivered to

Columbus Bank and other than the filing of financing statements in connection

with the transfer of the Purchased Assets and a grant of a security interest in

the Collateral) in connection with the execution or delivery of this Agreement

or the Conveyance Papers by LLC, the validity or enforceability of this

Agreement or the Conveyance Papers against LLC, the validity of the security

interest granted by LLC hereunder, the consummation of the transactions

contemplated hereby or by the Conveyance Papers, or the performance by LLC of

its obligations hereunder and under the Conveyance Papers.




 




(b)         Notice of Breach.  Upon discovery by LLC or Columbus Bank of a

breach of any of the foregoing representations and warranties, the party

discovering such breach shall give prompt written notice to the other party.




 




[END OF ARTICLE

IV]




 




14





























 




ARTICLE V




 




COVENANTS




 




Section 5.01    Covenants of

Columbus Bank.




 




(a)               Covenants of

Columbus Bank.  Columbus Bank hereby

covenants and agrees with LLC as follows:




 




(i)             Receivables Not To

Be Evidenced by Promissory Notes. 

Except in connection with its enforcement or collection of a Columbus

Account, Columbus Bank will take no action to cause any Receivable to be

evidenced by any instrument (as defined in the UCC).




 




(ii)          Delivery of

Collections or Recoveries.  In the

event that Columbus Bank receives collections of Receivables or Recoveries

following purchase of such Receivables by LLC pursuant hereto, Columbus Bank

agrees to pay to LLC such collections of Receivables and Recoveries as soon as

practicable after receipt thereof.




 




(iii)       Notice of Bank Liens.  Columbus Bank shall notify LLC promptly

after becoming aware of any Bank Lien on any Receivable other than the

conveyances hereunder, under the CompuCredit Purchase Agreement, the Transfer

and Servicing Agreement, the CFC Purchase Agreement and the Indenture.




 




(iv)      Documentation of Transfer.  Columbus Bank shall undertake to cooperate

with LLC in filing, and LLC shall file the documents (at the expense of LLC)

which would be necessary to perfect and maintain the transfer of the security

interest in and to the Purchased Assets.




 




(v)         Official Records.  Columbus Bank shall maintain this Agreement

as a part of its official records.




 




Section 5.02   Covenants of LLC.  LLC hereby covenants and agrees with

Columbus Bank as follows:




 




(a)               Except as otherwise

provided in this subsection (a), until an Event of Default has occurred

and is continuing, LLC shall continue to collect, at its own expense, all

amounts due or to become due LLC in respect of the Collateral.  In connection with such collections,

provided no Event of Default shall have occurred and be continuing, LLC may

take such action as LLC may deem necessary or advisable to enforce rights to

receive payments in respect of the Collateral.




 




(b)              LLC 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 Event of 




 




15





























 




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 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 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, 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

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 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 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 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 promissory

note, instrument or negotiable document duly endorsed and accompanied by duly

executed instruments of transfer or assignment, all in form and substance

reasonably satisfactory to Columbus Bank;




 




(ii)               execute

and file, record or register such financing or continuation statements, or

amendments thereto, and such other instruments, assignments or notices, as may

be necessary or desirable, or as Columbus Bank may reasonably request, in order

to perfect and protect the security interests and other rights granted or purported

to be granted to Columbus Bank;




 




(iii)            furnish to Columbus Bank, from time to

time, (A) statements and schedules further identifying and describing the

Collateral; and (B) all monthly servicing reports and any restatements or

revisions thereto delivered to noteholders pursuant to the applicable Indenture

Supplement.




 




16





























 




(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 




 




17





























 




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 to accomplish the purposes of this Agreement with respect to the Collateral

(but Columbus Bank shall not be obligated to and shall have no liability to LLC

or any third party for failure so to do) including, without limitation:




 




(a)   to ask, demand, collect, enforce, sue for,

recover, compromise, receive, and give acquittance and receipts for moneys due

and to become due under or in respect of any of the Collateral;




 




(b)   to receive, endorse, and collect any checks,

drafts or other instruments, documents, and chattel paper in connection with

clause (a) above;




 




(c)   to file any claims or take any action or

institute any proceedings (or to settle, adjust or compromise any such

proceeding) that Columbus Bank may deem necessary or desirable for the

collection of any of the Collateral or otherwise to enforce the rights of LLC

with respect to any of the Collateral;




 




(d)   to perform the affirmative obligations of LLC

hereunder;




 




(e)   to execute and deliver for and on behalf of

LLC any and all instruments, documents, agreements, and other writings

necessary or advisable for the exercise on behalf of LLC of any rights,

benefits or options created or existing under or pursuant to the Collateral;

and




 




(f)    to execute endorsements, assignments, or

other instruments of conveyance and transfer relating to the Collateral.




 




LLC hereby acknowledges,

consents and agrees that the power of attorney granted pursuant to this Section

5.03 is irrevocable and coupled with an interest.




 




Section

5.04      Columbus Bank May Perform.




 




If LLC fails to

perform in any material respect any agreement contained herein, Columbus Bank

may itself (but shall not be obliged to) perform, or cause performance of, such

agreement, provided that Columbus Bank shall in any event first have

given LLC written notice of its intent to do the same and LLC shall not have,

within 30 days of such notice (or such shorter period as Columbus Bank may

reasonably determine is necessary in order to preserve the benefits of this

Agreement with respect to any material portion of the Collateral), paid such

claim or obtained to Columbus Bank’s satisfaction the release of the claim or

Lien to which such notice relates.  LLC

agrees to reimburse Columbus Bank upon demand for any reasonable out-of-pocket,

third-party costs and expenses, including, without limitation, reasonable

attorneys’ fees, Columbus Bank incurs while acting as attorney-in-fact

hereunder, all of which costs and expenses are included in the obligations

secured hereby.




 




18





























 




Section 5.05      Limitations

on Duties of Columbus Bank.




 




Columbus Bank

shall be obligated to perform such duties and only such duties as are

specifically set forth in this Agreement, and no implied covenants or

obligations shall be read into this Agreement against Columbus Bank.  If an Event of Default has occurred and is

continuing, Columbus Bank shall exercise the rights and powers vested in it by

this Agreement, and shall not be liable (except for its negligence, willful

misconduct or bad faith) with respect to any action taken by it, or omitted to

be taken by it, in accordance herewith.




 




Section 5.06      Reasonable

Care.




 




Subject to the provisions of Section 9-207 of the UCC,

it is understood and agreed between the parties hereto that Columbus Bank’s

duty with respect to the custody, safekeeping, and physical preservation of the

Collateral in its possession should be to deal with it in the same manner as

Columbus Bank deals with similar property for its own account; provided,

however, that Columbus Bank shall not be required to make any

presentment, demand, or protest, or give any notice, and need not take any

action to preserve any rights against any other Person with respect to the

Collateral.




 




[END OF ARTICLE V]




 




19





























 




ARTICLE VI




 




SECURITY




Section

6.01      Grant of Security.




 




As collateral security for the prompt, full and

complete payment and performance when due of its obligations hereunder and for

so long as the Funding Exposure Amount is greater than zero, LLC hereby assigns

and pledges to Columbus Bank, and hereby grants to Columbus Bank a security

interest in, all of LLC’s right, title and interest in and to the following

property, whether now owned or existing or hereafter existing, arising or

acquired, and wherever located (the “Collateral”):




 




(a)                    the Pledged

Residual Interests; and




 




(b)                   all products

and Proceeds of and from any and all of the foregoing Collateral, all proceeds

which constitute property of the types described in clause (a) above and,

to the extent not otherwise included, all proceeds and payments under insurance

(whether or not LLC is the loss payee thereof), including return premiums with

respect thereto, or any indemnity, warranty, or guaranty payable by reason of

loss or damage to or otherwise with respect to any of the foregoing Collateral.




 




Section 6.02      Continuing

Security Interest.




 




(a)              For so long as the

Funding Exposure Amount is greater than zero, this Agreement shall create a

continuing security interest in the Collateral and shall:




 




(i)                remain

in full force and effect until the payment and performance in full of all the

obligations of LLC hereunder;




 




(ii)             be

binding upon LLC and its successors, transferees and assigns; and




 




(iii)          inure, together with the rights and remedies

of Columbus Bank, to the benefit of Columbus Bank and its successors and

assigns.




 




(b)             Upon reduction of the

Funding Exposure Amount to zero, the security interest granted herein shall

terminate and all rights to the Collateral shall revert to LLC.  Upon any such termination, Columbus Bank

will, at LLC’s sole expense, promptly execute and deliver to LLC such

instruments and documents necessary and as LLC shall reasonably request to

evidence such termination.




 




Section

6.03      LLC Remains Liable.




 




Anything herein to the contrary notwithstanding:




 




(a)   LLC shall remain liable under the contracts

and agreements to which it is a party related to or included in the Collateral

to the extent set forth therein and shall perform all of 




 




20





























 




its duties and obligations under such contracts and

agreements to the same extent as if this Agreement had not been executed;




 




(b)        the 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 with the Collateral, (iii) foreclose or otherwise

enforce Columbus Bank’s security interest in any manner permitted by law or

provided for in this




 




21





























 




Agreement, (iv) without notice except as specified

below, sell or otherwise dispose of the Collateral or any part thereof in one

or more parcels at one or more public or private sales, at any place or places

whether or not the Collateral is present at the place of sale, for cash, on

credit, or for future delivery, and upon such other terms and in such manner as

Columbus Bank may, in compliance with any mandatory requirements of applicable

law, determine to be commercially reasonable, (v) recover from LLC all

costs and expenses, including, without limitation, reasonable attorneys’ fees,

incurred or paid by Columbus Bank in exercising any right, power, privilege or

remedy provided by this Agreement or by law or in equity, (vi) without

notice or demand of legal process, all of which are hereby expressly waived by

LLC, enter into property where any Collateral or books and records relating

thereto are located and take possession thereof with or without judicial

process, and (vii) prior to the disposition of the Collateral, prepare it for

disposition in any manner and to the extent Columbus Bank deems appropriate; provided,

however, that notwithstanding the foregoing to the contrary, Columbus

Bank may sell or otherwise dispose the Collateral or any part thereof in its

then condition without any preparation or processing.  LLC agrees that, to the extent notice of sale shall be required

by law, at least ten (10) days’ prior written notice to LLC of the time and

place of any public sale or the time after which any private sale is to be made

shall constitute reasonable notification thereof.  Columbus Bank shall not be obligated to make any sale of

Collateral regardless of notice of sale having been given.  Columbus Bank may adjourn any public or

private sale from time to time by announcement at the time and place fixed

therefor, and such sale may, without further notice, be made at the 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 and LLC 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 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 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 disposed of by LLC in a

transaction not prohibited by this Agreement or (ii) 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 any sale, transfer or other disposition of any part of the

Collateral, 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, then Columbus Bank shall, at the written request

of LLC, promptly authorize, execute and deliver to LLC (at the sole cost and

expense of LLC) such instruments or documents necessary and as LLC shall

reasonably request to release the liens created hereby on such Collateral,

including any necessary UCC amendment, termination statement or partial

termination statement.




 




(b)              Upon receipt of

(i) a written request from CompuCredit for release of the Collateral and

(ii) an Officer’s Certificate substantially in the form attached hereto as

Exhibit E to the Pledge and Security Agreement, Columbus Bank shall (i)

direct the Custodial Agent to release and reassign all Collateral and Pledged

Residual Interests, (ii) remit to LLC any cash or other stock, instruments,

documents or property which it has held as collateral for the Secured 




 




23





























 




Obligations, and (iii) execute any documents or

instruments of release terminating its rights under this Agreement and the

Pledge and Security Agreement.




 




SECTION

6.08      Liens.




 




(a)               LLC may create

Liens on the Pledged Residual Interests provided the following conditions have

been satisfied prior to or contemporaneous with creation of such Lien: (i) LLC

or one of its affiliates shall have obtained a Qualifying Letter of Credit (as

defined in the Pledge and Security Agreement) in favor of Columbus Bank in an

amount equal to the Substitution Amount (as defined in the Pledge and Security

Agreement); and (ii) CompuCredit shall have provided to Columbus Bank not less

than 10 Business Days prior to the creation of any Lien on the Pledged Residual

Interests or any portion thereof an Officer’s Certificate with respect to the

Residual Valuation, which Officer’s Certificate shall be in substantially the

form attached hereto as Exhibit C to the Pledge and Security Agreement.  Columbus Bank shall, if requested by LLC II

in connection with a Lien granted by LLC II in accordance with this Agreement,

enter into an intercreditor agreement with the holder of such Lien, which

intercreditor agreement shall contain usual and customary provisions regarding

the rights and obligations of the senior and junior lienholders.




 




(b)              LLC shall not create

Bank Liens on the Pledged Residual Interests that would be junior to Columbus

Bank’s lien hereunder, unless LLC, shall have obtained the prior written

consent of Columbus Bank; provided, however, that if (i) the

aggregate Residual Valuation of the Residual Interests is equal to or greater

than $175 million, and (ii) the net proceeds of the loan or loans secured by

such junior Bank Lien or Bank Liens on the Pledged Residual Interests are not

less than $5 million, then Columbus Bank’s prior written consent shall not be

required. LLC shall cause the grantee of the security interest therein to enter

into an intercreditor agreement with Columbus Bank which intercreditor

agreement shall contain usual and customary provisions regarding the rights and

obligations of the senior and junior lienholders.




 




[END OF ARTICLE

VI]




 




24





























 




ARTICLE VII




 




MISCELLANEOUS PROVISIONS




 




Section 7.01      Amendment.

 This Agreement and any Conveyance

Papers and the rights and obligations of the parties hereunder and thereunder

may not be changed orally, but only by an instrument in writing signed by

Columbus Bank and LLC in accordance with this Section 7.01.




 




Section 7.02      Governing

Law.




 




(a)               THIS AGREEMENT

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,

WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,

RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE

WITH SUCH LAWS.




 




(b)              ANY LEGAL ACTION OR

PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT MAY

BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE

STATE, COUNTY AND CITY OF NEW YORK, MUSCOGEE COUNTY, GEORGIA, THE CITY OF

COLUMBUS, GEORGIA, DEKALB COUNTY, GEORGIA OR THE CITY OF ATLANTA, GEORGIA.  BY EXECUTION AND DELIVERY OF THIS AGREEMENT,

EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO AND ACCEPTS, FOR ITSELF AND IN

RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE

JURISDICTION OF SUCH COURTS.  EACH PARTY

HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION

TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  WHICH IT MAY NOW OR

HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION

IN RESPECT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.




 




(c)               EACH PARTY HERETO

HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE COURTS

REFERRED TO IN SUBSECTION (b) ABOVE OF THIS SECTION 7.02 IN ANY SUCH SUIT,

ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR

CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO IT AT ITS ADDRESS

SET FORTH IN THIS AGREEMENT.  EACH PARTY

HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND

FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUIT, ACTION

OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT THAT

SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF A

PARTY TO SERVE PROCESS ON THE OTHER PARTY IN ANY OTHER MANNER PERMITTED BY LAW.




 




25





























 




Section

7.03      Notices.  All demands, notices and communications hereunder shall be in

writing and shall be deemed to have been duly given if personally delivered at

or mailed by certified mail, return receipt requested, to (a) in the case

of LLC, 101 Convention Center Drive, Suite 850-14C, Las Vegas, NV 89109,

Attention: President (facsimile no. (702) 598-3651), with a copy to CompuCredit

Corporation, 245 Perimeter Center Parkway, Suite 600, Altanta, GA 30346,

Attention: General Counsel (facsimile no. (770) 206-6187) and (b) in the

case of Columbus Bank, 901 Front Avenue, Suite 202, Columbus, Georgia

31901 or P.O. Box 120, Columbus, Georgia 31902-0120, Attention:  President (facsimile no. (706) 649-4808);

or, as to each party, at such other address as shall be designated by such

party in a written notice to each other party.




 




Section 7.04      Severability

of Provisions.  If any one or more

of the covenants, agreements, provisions or terms of this Agreement shall for

any reason whatsoever be held invalid, then such covenants, agreements, provisions,

or terms shall be deemed severable from the remaining covenants, agreements,

provisions, and terms of this Agreement and shall in no way affect the validity

or enforceability of the other provisions of this Agreement.




 




Section 7.05      Assignment.  Notwithstanding anything to the contrary

contained herein, this Agreement may not be assigned by the parties hereto

without the prior written consent of the non-assigning party.




 




Section 7.06      Further

Assurances.  Columbus Bank and LLC

agree to do and perform, from time to time, any and all acts and to execute any

and all further instruments required or reasonably requested by the other party

more fully to effect the purposes of this Agreement and the Conveyance Papers,

including, without limitation, the authorization and execution of any financing

statements or continuation statements or equivalent documents relating to the

Receivables for filing under the provisions of the UCC or other law of any

applicable jurisdiction and to provide prompt notification to the other party

of any change of the principal executive office of, or the jurisdiction of

organization of, such party.




 




Section 7.07      No

Waiver; Cumulative Remedies.  No

failure to exercise and no delay in exercising, on the part of Columbus Bank or

LLC, any right, remedy, power or privilege hereunder, shall operate as a waiver

thereof; nor shall any single or partial exercise of any right, remedy, power

or privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges

herein provided are cumulative and not exhaustive of any rights, remedies,

powers and privileges provided by law.




 




Section 7.08      Counterparts.  This Agreement and all Conveyance Papers may

be executed in two or more counterparts (and by different parties on separate

counterparts), each of which shall be an original, but all of which together

shall constitute one and the same instrument.




 




Section 7.09      Binding;

Third-Party Beneficiaries.  This

Agreement and the Conveyance Papers will inure to the benefit of and be binding

upon the parties hereto and their respective successors and permitted assigns.




 




26





























 




Section 7.10      Merger

and Integration.  Except as

specifically stated otherwise herein, this Agreement, as supplemented by the

Conveyance Papers, sets forth the entire understanding of the parties relating

to the subject matter hereof, and all prior understandings, written or oral,

are superseded by the this Agreement and the Conveyance Papers.  This Agreement and the Conveyance Papers may

not be modified, amended, waived or supplemented except as provided herein.




 




Section 7.11      Headings.  The headings are for purposes of reference

only and shall not otherwise affect the meaning or interpretation of any

provision hereof.




 




Section 7.12      Schedules

and Exhibits.  The schedules and

exhibits attached hereto and referred to herein shall constitute a part of this

Agreement and are incorporated into this Agreement for all purposes.




 




Section 7.13      Survival

of Representations and Warranties. 

All representations, warranties and agreements contained in this

Agreement, shall remain operative and in full force and effect and shall

survive conveyance of the Receivables by Columbus Bank to LLC.




 




[END OF ARTICLE

VII]




 




27





























 




IN WITNESS WHEREOF, each

of the parties hereto has caused this Agreement to be duly executed by its duly

authorized officer as of the day and year first above written.




 




	

   


  	

  COLUMBUS BANK &

  TRUST COMPANY


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  CFC, LLC


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




28





























 




SCHEDULE 4.03(a)




 




Official

Name:  CFC, LLC




Type

of Entity:  Limited Liability Company




Organizational

Identification Number:  27-0030582




State

of Organization:  Nevada




 





























 




SCHEDULE A




 




RESIDUAL INTERESTS




 




CompuCredit

Credit Card Master Note Business Trust Series 2001-One Class D-2 Asset Backed Note

in the principal sum of Fifty Eight Million Five Hundred Thousand Dollars

($58,500,000) payable to CFC, LLC




 





























 




SCHEDULE B




 




JURISDICTIONS




 




Nevada