**Exhibit10.3**

 

RECEIVABLES PURCHASE AND SECURITY AGREEMENT, dated asof September 23, 2002, by and between CFC LLC, a Nevada limited liabilitycompany (**“LLC”**)and COLUMBUS BANK AND TRUST COMPANY, a state chartered bank organized under thelaws of the State of Georgia (**“Columbus Bank”**).

 

W I T N E S S E TH:

 

WHEREAS, Columbus Bank and CompuCredit Corporation, aGeorgia corporation (“CompuCredit”) are party to the Amended and RestatedReceivables Purchase Agreement, dated as of July 14, 2000 (as the same shallhave 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 Bankfollowing the termination of the CompuCredit Purchase Agreement, as more fullyprovided herein; and

 

WHEREAS, Columbus Bank desires to sell and assigncertain Receivables to LLC following termination of the CompuCredit PurchaseAgreement, as more fully provided herein.

 

NOW, THEREFORE, it is hereby agreed by and betweenColumbus Bank and LLC as follows:

#  

# ARTICLE I

 

# DEFINITIONS

##  

## Section1.01    Definitions.  All capitalized terms used herein or in any certificate ordocument, or Conveyance Paper made or delivered pursuant hereto, and nototherwise defined herein or therein, shall have the meaning ascribed thereto inthe Affinity Agreement, the CompuCredit Purchase Agreement (as hereinafterdefined) or the Transfer and Servicing Agreement; in addition, the followingwords and phases shall have the following meanings:

 

“Affinity Agreement” shall mean the AffinityCard Agreement, dated as of January 6, 1997 between Columbus Bank,CompuCredit and CompuCredit Acquisition Corporation, as amended to the datehereof and as such agreement may be amended from time to time hereafter.

 

“Agreement” shall mean this ReceivablesPurchase and Security Agreement and all amendments hereof and supplementshereto.

 

“Bank Lien” shall mean any security interest,mortgage, deed of trust, pledge, hypothecation, assignment, depositarrangement, equity interest, encumbrance, lien (statutory or other),preference, participation interest, priority or other security agreement orpreferential arrangement of any kind or nature whatsoever, including anyconditional sale or other title retention agreement, any financing lease havingsubstantially the same economic effect as any of the foregoing and the filingof any financing statement under the UCC or comparable law of any jurisdictionto evidence any of the foregoing; provided, however, that anylien or liens on receivables maintained pursuant to the Indenture, theCompuCredit Purchase Agreement, the

 

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CFC Purchase Agreement orthe Transfer and Servicing Agreement shall not constitute a Bank Lien on theResidual Interests.

 

“Bankruptcy Event” shall mean:

 

##### (i)                     LLC shallcommence any case, proceeding or other action (A) under any existing orfuture law of any jurisdiction, domestic or foreign, relating to bankruptcy,insolvency, reorganization, relief of debtors or the like, seeking to have anorder for relief entered with respect to it, or seeking to adjudicate itbankrupt or insolvent, or seeking reorganization, arrangement, adjustment,winding-up, liquidation, dissolution, composition or other relief with respectto it or its respective debts, or (B) seeking appointment of a receiver,trustee, custodian or other similar official for it or for all or substantiallyall of its assets, or LLC shall make a general assignment for the benefit ofits respective creditors; or

#####  

##### (ii)                    the commencementagainst LLC of any case, proceeding or other action of a nature referred to inclause (i) above which (A) results in the entry of an order forrelief or any such adjudication or appointment, and (B) remains undismissed,undischarged or unbonded for a period of sixty (60)****days; or

#####  

##### (iii)                 the commencementagainst LLC of any case, proceeding or other action seeking issuance of awarrant of attachment, execution, distraint or similar process against all orsubstantially all of its assets which results in the entry of an order for anysuch relief which shall not have been vacated, discharged, stayed, satisfied orbonded pending appeal within sixty (60) days from the entry thereof; or

#####  

##### (iv)                LLC shall consentto any of the acts set forth in clause (i), (ii) or (iii) above of thisdefinition of “Bankruptcy Event”; or

#####  

##### (v)                   LLC shall be unable to, or shalladmit in writing its inability to, pay its debts generally as they become due;or

#####  

##### (vi)                LLCshall not be solvent.

 

“Business Day” shall mean any day other than (a)a Saturday or Sunday or (b) any other day on which national bankingassociations or state banking institutions in New York, New York, Atlanta,Georgia, Columbus, Georgia or any other city in which the principal executiveoffices of Columbus Bank or LLC are located, are authorized or obligated bylaw, executive order or governmental decree to be closed.

 

“CFC” shall shall mean CompuCredit FundingCorp., a Nevada corporation.

 

“CFC Purchase Agreement” shall mean the Amendedand Restated Receivables Purchase Agreement, dated as of July 14, 2000, betweenCFC and CompuCredit, as amended.

 

“Collateral” shall have the meaning set forthin Section 6.01.

 

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“Columbus Account” shall mean each VISA® orMasterCard®(1) account established pursuant to a Credit Card Agreement betweenColumbus Bank and any Person, which account is originated pursuant to theAffinity Agreement and is identified by the bank identification numbersspecified on Schedule A to the CompuCredit Purchase Agreement, assuch Schedule A may be amended from time to time.

 

“Columbus Bank” shall have the meaning setforth in the Recitals hereto.

 

“CompuCredit Purchase Agreement” shall mean theAmended and Restated Receivables Purchase Agreement between Columbus Bank andCompuCredit, dated as of July 14, 2000.

 

“CompuCredit” shall have the meaning set forthin the Recitals hereto.

 

“Conveyance” shall have the meaning set forthin the subsection 2.01(a).

 

“Conveyance Papers” shall have the meaning setforth in subsection 4.01(a)(ii).

 

“Custodial Agent” shall have the meaning setforth in the Pledge and Security Agreement.

 

“Eligible Collateral” shall have the meaningset forth in Section 6.06(b).

 

“Event of Default” shall mean:

 

###### (i)                       aBankruptcy Event shall have occurred;

######  

###### (ii)                     subject toSections 3.01(c) and (d), LLC shall fail to pay when due all or any part of thePurchase Price, which failure is not cured within 2 Business Days;

######  

###### (iii)                 an Event of Default shall haveoccurred under the Pledge and Security Agreement; or

######  

###### (iv)                 Columbus Bankshall fail to have a valid and perfected security interest in the Collateralwhich failure is not cured within 15 days following receipt by LLC of noticethereof and a request to cure; or

######  

###### (v)                    Except aspermitted herein, a Bank Lien shall have been created with respect to theCollateral which Bank Lien is not released within 15 days following receipt byLLC of notice thereof and a request to cure.

 

“Excess Interest Residuals” shall mean ResidualInterests that either (i) do not have a principal component, (ii) have anominal principal component (not including principal only components), or (iii)are entitled, prior to the commencement of any amortization period, to receivepredominantly interest collections in respect of the Receivables subject to thelien of the Indenture.

 

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(1)  VISA® and MasterCard® areregistered trademarks of VISA USA, and MasterCard International Incorporated,respectively.

 

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“Indenture” shall mean the Master Indentureamong the Issuer, The Bank of New York, as Indenture Trustee, and CompuCredit,as Servicer, dated as of July 14, 2000, as supplemented by indenturesupplements applicable to any Series that may be issued from time to time.

 

“Indenture Supplement” shall mean a supplementto the Indenture, executed and delivered in connection with the originalissuance of a series of notes authorized under the Indenture, including allamendments thereof and supplements thereto.

 

“Indenture Trustee” shall mean The Bank of NewYork in its capacity as indenture trustee under the Indenture, or its successorin interest, or any successor indenture trustee appointed as provided in theIndenture.

 

“Instrument” shall have the meaning as providedin the UCC.

 

“Interchange” shall mean interchange feespayable to Columbus Bank, in its capacity as credit card issuer, through VISAor MasterCard, as applicable, in connection with cardholder charges for goodsor services with respect to the Columbus Accounts.

 

“Issuer” shall mean the CompuCredit Card MasterNote Business Trust, a Nevada business card trust, created by the TrustAgreement.

 

“Letter of Credit” shall have the meaning setforth in the Affinity Agreement.

 

“Letter of Instruction” shall mean a letterexecuted by LLC directing the Indenture Trustee to remit amounts otherwisedistributable in respect of the Pledged Residual Interests pursuant to theIndenture to Columbus Bank, which letter is deliverable by LLC to Columbus Bankpursuant to Section 5.02 hereof.

 

“Lien” shall mean any lien on the PledgedResidual Interests or the Collateral (as defined in the Pledge and SecurityAgreement) which is senior to the lien of Columbus Bank; provided, however,that any lien or liens on receivables maintained pursuant to the Indenture, theCompuCredit Purchase Agreement, the CFC Purchase Agreement or the Transfer andServicing Agreement shall not constitute a Lien on the Residual Interests.

 

“Obligor” shall mean, with respect to eachColumbus Account, each person that would be treated as an “Obligor” inaccordance with the definition for such term in the Transfer and ServicingAgreement.

 

“Pledge and Security Agreement” shall mean thePledge and Security Agreement, dated as of September 23, 2002, betweenCompuCredit and Columbus Bank, as the same shall be amended.

 

“Pledged Residual Interests” shall mean theResidual Interests identified in Schedule A hereto, as such schedule may berevised from time to time, and all rights appurtenant thereto.

 

“Proceeds” shall have the meaning as providedin the UCC.

 

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“Program” shall mean the affinity credit cardprogram conducted pursuant to the terms of the Affinity Agreement.

 

“Purchase Term” shall mean, with respect toeach state, the Standard Account Closure Period or the Extended Account ClosurePeriod, as applicable, in each case as such terms are defined in Exhibit A tothe Pledge and Security Agreement.

 

“Purchased Assets” shall have the meaning setforth in subsection 2.01(a).

 

“Receivables” shall mean all amounts payable byObligors on any Columbus Account, which receivables (i) existed as of theTermination Date and were not previously acquired by CompuCredit, or (ii) areoriginated during the Purchase Term and are not purchased by CompuCreditpursuant to the CompuCredit Purchase Agreement.

 

“Recoveries” shall have the meaning set forthin the Transfer and Servicing Agreement.

 

“Residual Interests” shall have the meaningascribed thereto in the Pledge and Security Agreement.

 

“Residual Valuation” shall have the meaningassigned thereto in the Pledge and Security Agreement.

 

“Retained Interest” shall have the meaning setforth in the CompuCredit Purchase Agreement.

 

“Servicer” shall mean the Servicer from time totime under the Transfer and Servicing Agreement.

 

“Termination Date” shall mean the date as ofwhich the CompuCredit Purchase Agreement is terminated in accordance therewith.

 

“Transfer and Servicing Agreement” shall meanthe Transfer and Servicing Agreement, dated as of July 14, 2000, amongCompuCredit, as Servicer, CFC, as Transferor, the Issuer and the IndentureTrustee, and all amendments and supplements thereto.

 

“Trust Agreement” shall mean the CompuCreditCredit Card Master Note Business Trust  Trust Agreement, dated as of July14, 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 asin effect on the date hereof in the State of New York, as amended from time totime, and any successor statute; provided that if by reason of mandatoryprovision of law, the perfection or the effect of perfection or non-perfectionof the security interest in the Collateral is governed by the UniformCommercial Code of another jurisdiction or a similar or equivalent legislationas enacted in a relevant foreign jurisdiction, “UCC” means the UniformCommercial Code or such legislation as in effect in such other jurisdiction forpurposes of the provision hereof relating to such perfection or effect ofperfection or non-perfection.

 

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## Section 1.02    OtherDefinitional Provisions.

 

### (a)               All terms definedin this Agreement shall have the defined meanings when used in any certificate,other document, or Conveyance Paper made or delivered pursuant hereto unlessotherwise defined therein.

###  

### (b)              The words “hereof,”“herein” and “hereunder” and words of similar import when used inthis Agreement or any Conveyance Paper shall refer to this Agreement as a wholeand not to any particular provision of this Agreement, and Section, Subsection,Schedule and Exhibit references contained in this Agreement are references toSections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwisespecified.

 

[END OF ARTICLE I]

#  

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# ARTICLE II

 

# PURCHASE AND CONVEYANCE OF RECEIVABLES

 

## Section 2.01    Purchase.

 

### (a)               By execution ofthis Agreement, LLC does hereby agree to purchase on and after the TerminationDate 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 exceptas provided herein, all of Columbus Bank’s right, title and interest in, to andunder (i) the Receivables and all monies due and or to become due and allamounts received with respect thereto and all proceeds (including, withoutlimitation, “proceeds” as defined in the UCC) thereof and (ii) the rightto receive Interchange and Recoveries with respect to such Receivables (otherthan with respect to the Retained Interest therein) (all of the foregoing beingreferred to herein as the “**Purchased Assets**”).

###  

### (b)              In connection withsuch Conveyance, Columbus Bank agrees (i) to cooperate with LLC, and LLCagrees to record and file upon the occurrence of the Termination Date, at itsown expense, any financing statements (and continuation statements with respectto such financing statements when applicable) with respect to the Receivablesand the other Purchased Assets, meeting the requirements of applicable statelaw in such manner and in such jurisdictions as are necessary to perfect, andmaintain perfection of, the Conveyance of such Purchased Assets from ColumbusBank to LLC and (ii) that such financing statements shall name ColumbusBank, as seller, and LLC, as purchaser, of the Receivables and the otherPurchased Assets; and upon filing LLC agrees to deliver a file-stamped copy ofsuch financing statements or other evidence of such filings to Columbus Bank assoon as is practicable after filing.

###  

### (c)               [Reserved]

###  

### (d)              The parties heretointend that the conveyance of Columbus Bank’s right, title and interest in andto the Receivables and the other Purchased Assets purchased hereunder shallconstitute a sale, conveying good title free and clear of any liens, claims,encumbrances or rights of others from Columbus Bank to LLC and that theReceivables and the other Purchased Assets shall not be part of Columbus Bank’sestate 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 heretothat the arrangements with respect to the Receivables and the other PurchasedAssets shall constitute a purchase and sale of such Receivables and the otherPurchased Assets and not a loan.  In theevent, however, that it were to be determined that the transactions evidencedhereby constitute a loan and not a purchase and sale, this Agreement shallconstitute a security agreement under applicable law, and Columbus Bank herebygrants to LLC a first priority security interest in all of Columbus Bank’sright, title and interest, whether now owned or hereafter acquired, in, to andunder the Receivables and the other Purchased Assets.

###  

### (e)               With respect to theforegoing 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

###  

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### file one or more financing or continuation statements,and amendments thereto, relative to all or any part of the Purchased Assetswithout the signature of Columbus Bank where permitted by law.

 

[END OF ARTICLEII]

 

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# ARTICLE III

#  

# CONSIDERATION AND PAYMENT

##  

## Section 3.01    Purchase Price.

###  

### (a)               The purchase pricefor the Conveyance with respect to the Receivables and the other PurchasedAssets which come into existence on or after the Termination Date shall bepayable daily, on the Business Day next succeeding the Business Day on whichthe notice deliverable by Columbus Bank pursuant to subsection (b) hereof isreceived by LLC.  For purposes hereof,the purchase price for the Receivables (the “Purchase Price”) shall be equal to100% of the principal balance of such Receivables.

###  

### (b)              No later than 1:00p.m. (eastern time) on each Business Day, Columbus Bank shall notify byfacsimile transmission the Chief Financial Officer or such officer’s designeeat LLC of the Purchase Price payable due or owed by LLC.  Payments due for any day shall be made bywire transfer no later than 4:00 p.m. (eastern time) on the Business Day nextsucceeding the date of such notice, unless Columbus Bank is late in notifyingLLC of the Purchase Price due for any day, in which case the appropriate partyshall use all reasonable efforts to send the wire transfer within the timeperiod set forth above or as soon thereafter as possible, but in any event nolater than 5:00 p.m. (eastern time) of the next Business Day following LLC’sreceipt of notice from Columbus Bank.

###  

### (c)               In the event LLChas reason to dispute the accuracy of the Purchase Price reported by ColumbusBank for any day, LLC shall promptly so notify Columbus Bank, but such noticeshall not affect LLC’s obligation for timely payment of the Purchase Price asnotified by Columbus Bank to LLC.  Inthe event it is determined that LLC was correct in disputing the accuracy ofthe Purchase Price for a given day, Columbus Bank shall promptly remit (but inany 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 3percentage points above the Columbus Bank “prime rate” in effect on the datesaid sum was first due, or (ii) $100. If LLC shall fail for any reason to remit to Columbus Bank the PurchasePrice due for any given day, then LLC shall promptly remit to Columbus Bank theamount due Columbus Bank with interest thereon from the date such sum was dueuntil the date the Purchase Price is paid computed at the rate of 3 percentagepoints above the Columbus Bank “prime rate” in effect on the date said sum wasfirst due.

###  

### (d)              If LLC fails on anygiven day to pay the Purchase Price indicated by Columbus Bank, as providedhereunder, even in the event LLC disputes such amount, and such failure is notcured within 2 Business Days from the date LLC receives notification ofnonpayment, 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 LLCsell to any third party any interest in the Receivables that LLC failed topurchase.

###  

### (e)               The sale ofReceivables contemplated herein shall occur upon settlement therefor by or onbehalf of LLC and no additional documents shall be required by the parties to

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### effect any such sale. Notwithstanding the foregoing, if, in the reasonable judgment of eitherparty in connection with any such purchase and sale, any additional instrument,document, or certificate is required to further evidence such purchase andsale, the other party shall execute and deliver any such document.

 

[END OF ARTICLEIII]

 

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# ARTICLE IV

#  

# REPRESENTATIONS AND WARRANTIES

##  

## Section 4.01    Representationsand Warranties of Columbus Bank Relating to Columbus Bank.

###  

### (a)               Representationsand Warranties of Columbus Bank Relating to Columbus Bank.  Columbus Bank hereby represents and warrantsto, and agrees with, LLC as of the date hereof and as of the Termination Datethat:

####  

#### (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 Bankhas all necessary corporate power and authority to enter into this Agreementand to perform all of the obligations to be performed by it under thisAgreement.  This Agreement and any otherdocument or instrument delivered pursuant hereto (such other documents orinstruments, collectively, the “**Conveyance Papers**”) and theconsummation by Columbus Bank of the transactions contemplated hereby and bythe Conveyance Papers have been duly authorized by all necessary corporateaction on the part of Columbus Bank, and this Agreement has been duly executedand delivered by Columbus Bank and constitutes the valid and binding obligationof Columbus Bank and is enforceable in accordance with its terms (except assuch enforceability may be limited by equitable limitations on the availabilityof equitable remedies and by bankruptcy and other laws affecting the rights ofcreditors generally).

####  

#### (iii)            Compliance.  All aspects of the Program, all terms of theColumbus Accounts and the Cardholder Agreements, and all Solicitation Materialsand other related documents, materials and agreements supplied or communicatedin any form to Cardholders, prospective Cardholders or others in connectionwith the Program comply and will comply in all material respects withapplicable law and regulations.

####  

#### (iv)                    Conflicts;Defaults.  Neither the execution anddelivery of this Agreement or the Conveyance Papers by Columbus Bank nor theconsummation of the transactions contemplated by this Agreement and theConveyance Papers by Columbus Bank will (A) conflict with, result in thebreach of, constitute a default under, or accelerate the performance requiredby, the terms of any contract, instrument or commitment to which Columbus Bankis a party or by which Columbus Bank is bound, (B) violate the articles ofincorporation or by-laws, or any other equivalent organizational document, ofColumbus Bank, (C) result in the creation of any lien, charge orencumbrance upon any of the Columbus Accounts or the Receivables or the otherPurchased Assets (except pursuant to the terms hereof), or (D) require theconsent or approval of any other party to any contract, instrument orcommitment to which Columbus Bank is a party or by which it is bound.  Columbus Bank is not subject to anyagreement with any regulatory 

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#### authority whichwould prevent the consummation by Columbus Bank of the transactionscontemplated by this Agreement.

####  

#### (v)              Litigation.  At the date of this Agreement, there is notpending any claim, litigation, proceeding, arbitration, investigation ormaterial controversy before any governmental authority to which Columbus Bankis a party, which adversely affects any of its assets or the ability ofColumbus Bank to consummate the transactions contemplated hereby, and, to thebest of Columbus Bank’s knowledge, no such claim, litigation, proceeding,arbitration, investigation or controversy has been threatened or iscontemplated and no facts exist which would provide a basis for any such claim,litigation, proceeding, arbitration, investigation or controversy.

####  

#### (vi)           NoConsent; Etc.  At the date of thisAgreement, no consent of any person (including without limitation anystockholder or creditor of Columbus Bank) and no consent, license, permit orapproval or authorization or exemption by notice or report to, or registration,filing or declaration with, any governmental authority is required (other thanthose previously obtained and delivered to LLC and other than the filing offinancing statements in connection with the transfer of the Receivables) inconnection with the execution or delivery of this Agreement or the ConveyancePapers by Columbus Bank, the validity of this Agreement or the ConveyancePapers with respect to Columbus Bank, the enforceability of this Agreement orthe Conveyance Papers against Columbus Bank, the validity of the securityinterest granted by Columbus Bank hereunder, the consummation by Columbus Bankof the transactions contemplated hereby or by the Conveyance Papers, or theperformance by Columbus Bank of its obligations hereunder and under theConveyance Papers.

####  

#### (vii)        FDIC Insurance.  Columbus Bank is, and at all times duringthe term hereof will remain, a member of the Federal Deposit InsuranceCorporation.

###  

### (b)         Notice of Breach.  Upon discovery by either Columbus Bank orLLC of a breach of any of the foregoing representations and warranties, theparty discovering such breach shall give written notice to the other partywithin three Business Days following such discovery.

##  

## Section 4.02    Representationsand Warranties of Columbus Bank Relating to the Agreement and the Receivables.

###  

### (a)               Representationsand Warranties.  Columbus Bankhereby represents and warrants to LLC as of the date hereof and as of theTermination Date that:

####  

#### (i)                  thisAgreement and any Conveyance Paper each constitutes a legal, valid and bindingobligation of Columbus Bank enforceable against Columbus Bank in accordancewith its terms, except as such enforceability may be limited by applicableconservatorship, receivership, insolvency, reorganization, moratorium or othersimilar laws affecting creditors’ rights generally and state bankingcorporations in particular from time to time in effect or general principles ofequity;

####  

#### (ii)                    eachReceivable and the other Purchased Assets have been conveyed to LLC free andclear of any Bank Lien arising through or under Columbus Bank on such

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#### Purchased Assetsand each Receivable is free and clear of any Bank Lien arising through or underColumbus Bank;

####  

#### (iii)                 all authorizations, consents, ordersor approvals of or registrations or declarations with any GovernmentalAuthority required to be obtained, effected or given by Columbus Bank inconnection with the conveyance of Receivables (except the Retained Interest)and the other Purchased Assets to LLC have been duly obtained, effected orgiven and are in full force and effect; and

####  

#### (iv)                uponpayment of the Purchase Price by LLC, the transfer of the Receivables to LLCpursuant hereto shall constitute a valid sale, transfer and assignment to LLCof all right, title and interest of Columbus Bank in the Receivables and theproceeds thereof and the Interchange payable pursuant to this Agreement and theRecoveries payable pursuant to this Agreement or, if this Agreement does notconstitute a sale of such property, it constitutes a grant of a first priorityperfected “security interest” (as defined in the UCC) in such property to LLC,which, in the case of existing Receivables and the proceeds thereof and saidInterchange, is enforceable upon execution and delivery of this Agreement andwhich will be enforceable with respect to such Receivables hereafter createdand the proceeds thereof upon such creation. Upon the filing of the financing statements and, in the case ofReceivables hereafter created and the proceeds thereof, upon the creationthereof, LLC shall have a first priority perfected security or ownershipinterest in such property and proceeds.

###  

### (b)              Notice of Breach.  Upon discovery by either Columbus Bank orLLC of a breach of any of the representations and warranties set forth in thisSection 4.02, the party discovering such breach shall given written notice tothe other party within three Business Days following such discovery; *provided*that the failure to give notice within three Business Days does not precludesubsequent notice.

##  

## Section 4.03    Representationsand Warranties of LLC.

###  

### (a)         Representations andWarranties of LLC.  As of the datehereof and as of the Termination Date, LLC hereby represents and warrants to,and agrees with, Columbus Bank that:

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#### (i)                       Organization.  LLC is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State ofNevada.  Schedule 4.03(a) sets forth anaccurate and complete list identifying the following: (A) the LLC’s name as itappears in official filings in the state of its organization; (B) the type ofentity of the LLC; (C) the organizational identification number issued by theLLC’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 allnecessary power and authority to enter into this Agreement and to perform allof the obligations to be performed by it under this Agreement.  This Agreement and the consummation by LLCof the transactions contemplated hereby and by the Conveyance Papers have beenduly and validly authorized by all necessary action on the part of LLC, andthis Agreement has 

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#### been duly executedand delivered by LLC and constitutes the valid and binding obligation of LLCand is enforceable in accordance with its terms (except as such enforceabilitymay be limited by equitable limitations on the availability of equitableremedies and by bankruptcy and other laws affecting the rights of creditorsgenerally).

####  

#### (iii)                 Conflicts; Defaults.  Neither the execution and delivery of thisAgreement or the Conveyance Papers by LLC nor the consummation of thetransactions contemplated by this Agreement and the Conveyance Papers by LLC,will (i) conflict with, result in the breach of, constitute a default under, oraccelerate the performance provided by the terms of any contract, instrument orcommitment to which LLC is a party or by which it is bound, (ii) violate thecertificate of organization or limited liability company agreement, or otherequivalent organizational documents of LLC, (iii) require any consent orapproval under any judgment, order, writ, decree, permit or license to whichLLC is a party or by which it is bound, or (iv) require the consent or approvalof any other party to any contract, instrument or commitment to which LLC is aparty or by which it is bound.  LLC isnot subject to any agreement with any regulatory authority which would preventthe 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 isa party and by which it is bound, which adversely affects LLC’s ability toconsummate the transactions contemplated hereby and, to the best of LLC’sknowledge, no facts exist which would provide a basis for any such claim,litigation, proceeding, arbitration, investigation or controversy.

####  

#### (v)                   NoConsent, Etc.  No consent of anyperson (including without limitation any stockholder or creditor of LLC) and noconsent, license, permit or approval or authorization or exemption by notice orreport to, or registration, filing or declaration with, any governmentalauthority is required (other than those previously obtained and delivered toColumbus Bank and other than the filing of financing statements in connectionwith the transfer of the Purchased Assets and a grant of a security interest inthe Collateral) in connection with the execution or delivery of this Agreementor the Conveyance Papers by LLC, the validity or enforceability of thisAgreement or the Conveyance Papers against LLC, the validity of the securityinterest granted by LLC hereunder, the consummation of the transactionscontemplated hereby or by the Conveyance Papers, or the performance by LLC ofits obligations hereunder and under the Conveyance Papers.

###  

### (b)         Notice of Breach.  Upon discovery by LLC or Columbus Bank of abreach of any of the foregoing representations and warranties, the partydiscovering such breach shall give prompt written notice to the other party.

 

[END OF ARTICLEIV]

 

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# ARTICLE V

#  

# COVENANTS

##  

## Section 5.01    Covenants ofColumbus Bank.

###  

### (a)               Covenants ofColumbus Bank.  Columbus Bank herebycovenants and agrees with LLC as follows:

####  

#### (i)             Receivables Not ToBe Evidenced by Promissory Notes. Except in connection with its enforcement or collection of a ColumbusAccount, Columbus Bank will take no action to cause any Receivable to beevidenced by any instrument (as defined in the UCC).

####  

#### (ii)          Delivery ofCollections or Recoveries.  In theevent that Columbus Bank receives collections of Receivables or Recoveriesfollowing purchase of such Receivables by LLC pursuant hereto, Columbus Bankagrees to pay to LLC such collections of Receivables and Recoveries as soon aspracticable after receipt thereof.

####  

#### (iii)       Notice of Bank Liens.  Columbus Bank shall notify LLC promptlyafter becoming aware of any Bank Lien on any Receivable other than theconveyances hereunder, under the CompuCredit Purchase Agreement, the Transferand Servicing Agreement, the CFC Purchase Agreement and the Indenture.

####  

#### (iv)      Documentation of Transfer.  Columbus Bank shall undertake to cooperatewith 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 securityinterest in and to the Purchased Assets.

####  

#### (v)         Official Records.  Columbus Bank shall maintain this Agreementas a part of its official records.

##  

## Section 5.02   Covenants of LLC.  LLC hereby covenants and agrees withColumbus Bank as follows:

###  

### (a)               Except as otherwiseprovided in this subsection (a), until an Event of Default has occurredand is continuing, LLC shall continue to collect, at its own expense, allamounts 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 maytake such action as LLC may deem necessary or advisable to enforce rights toreceive payments in respect of the Collateral.

###  

### (b)              LLC shall deliver tothe Custodial Agent contemporaneously with execution and delivery of thisAgreement (i) the certificates, if any, evidencing the Pledged ResidualInterests, together with instruments of transfer, endorsed in blank, sufficientto permit Columbus Bank, upon completion of the endorsements thereof, to causethe transfer on the books and records of the Indenture Trustee of the PledgedResidual Interests.  At any time afteran Event of 

###  

15

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### Default has occurred and is continuing, Columbus Bankshall have the right to submit such instruments of transfer to the IndentureTrustee and cause the issuance of certificates evidencing the Pledged ResidualInterests registered in the name of Columbus Bank or its designee and to submitthe Letter of Instruction to the Indenture Trustee.

###  

### (c)               After delivery toLLC by Columbus Bank of a notice that an Event of Default has occurred and iscontinuing:  (i) all amounts andproceeds (including Instruments) received by LLC in respect of the Collateralshall be received in trust for the benefit of Columbus Bank hereunder, shall besegregated from other funds of LLC, and shall be forthwith paid over to ColumbusBank in the same form as so received (with any necessary endorsements) to beheld as cash collateral and applied as provided by this Agreement; and (ii) LLCshall not adjust, settle or compromise the amount or payment of any of theReceivables, or release wholly or partly any account debtor or obligor thereof,or allow any credit or discount thereon.

###  

### (d)              Other than aspermitted pursuant to Sections 6.06, 6.07 or 6.08, LLC shall not without theprior written consent of Columbus Bank, sell, assign (by operation of law orotherwise), 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 anddeliver 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 andwill 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 protectany security interest granted or purported to be granted hereby and thepriority thereof or to enable Columbus Bank to exercise and enforce its rightsand remedies hereunder with respect to any Collateral.  Without limiting the generality of theforegoing LLC will:

####  

#### (i)                  ifany Collateral shall be evidenced by a promissory note or other instrument ornegotiable document, deliver and pledge to the Custodial Agent such promissorynote, instrument or negotiable document duly endorsed and accompanied by dulyexecuted instruments of transfer or assignment, all in form and substancereasonably satisfactory to Columbus Bank;

####  

#### (ii)               executeand file, record or register such financing or continuation statements, oramendments thereto, and such other instruments, assignments or notices, as maybe necessary or desirable, or as Columbus Bank may reasonably request, in orderto perfect and protect the security interests and other rights granted or purportedto be granted to Columbus Bank;

####  

#### (iii)            furnish to Columbus Bank, from time totime, (A) statements and schedules further identifying and describing theCollateral; and (B) all monthly servicing reports and any restatements orrevisions thereto delivered to noteholders pursuant to the applicable IndentureSupplement.

####  

16

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#### (iv)           atColumbus Bank’s written request, appear in and defend any action or proceedingthat may affect LLC’s right, title and interest in or to, or Columbus Bank’ssecurity interest in, the Collateral.

###  

### (f)            With respect to theforegoing and the grant of the security interest hereunder, LLC herebyauthorizes Columbus Bank at any time and from time to time to file one or morefinancing or continuation statements, and amendments thereto, relative to allor any part of the Collateral without the signature of LLC where permitted bylaw.

###  

### (g)         Other than as permittedpursuant to Sections 6.06, 6.07 or 6.08, LLC acknowledges that it is not authorizedto file any financing statement or amendment or termination statement relatingto the Collateral with respect to any financing statement relating to theCollateral without the prior written consent of Columbus Bank, subject to LLC’srights under Articles 1 and 9 of the UCC.

###  

### (h)         During the term of thisAgreement, LLC shall observe the applicable legal requirements for itsrecognition as a legal entity separate and apart from CompuCredit and from itsAffiliates, including as follows:

####  

#### (i)                LLCshall maintain business records and books of account separate from CompuCreditand from those of its Affiliates;

####  

#### (ii)             exceptas otherwise provided in this Agreement, LLC shall not commingle its assets andfunds with those of its Affiliates;

####  

#### (iii)          LLC shall at all times hold itself out to thepublic under its own name as a legal entity separate and distinct from itsAffiliates; and

####  

#### (iv)         LLCis not and shall not be involved in the day-to-day or other management of anyof its Affiliates;

####  

#### (v)            LLCshall maintain records and books of account and shall not commingle suchrecords and books of account with the records and books of account of anyPerson; and

####  

#### (vi)         LLCshall act solely in its own name and through duly authorized agents in theconduct of its business, and shall conduct its business so as not to misleadothers as to the identity of the entity with which they are concerned.

###  

### (i)                       at alltimes, except in the case of a temporary vacancy, which shall promptly befilled, the Managing Member of LLC shall have at least one director whoqualifies as an “Independent Director” as such term is defined in the articlesof incorporation of the Managing Member.

##  

## Section 5.03      ColumbusBank Appointed Attorney-in-Fact.

 

From and after the occurrence and during thecontinuation of an Event of Default, LLC hereby irrevocably appoints ColumbusBank as LLC’s true and lawful attorney-in-fact, with full 

 

17

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authority and power inthe 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 actionand to execute any instrument that Columbus Bank may deem necessary oradvisable 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 LLCor 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 dueand 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 withclause (a) above;

###  

### (c)   to file any claims or take any action orinstitute any proceedings (or to settle, adjust or compromise any suchproceeding) that Columbus Bank may deem necessary or desirable for thecollection of any of the Collateral or otherwise to enforce the rights of LLCwith respect to any of the Collateral;

###  

### (d)   to perform the affirmative obligations of LLChereunder;

###  

### (e)   to execute and deliver for and on behalf ofLLC any and all instruments, documents, agreements, and other writingsnecessary 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, orother instruments of conveyance and transfer relating to the Collateral.

 

LLC hereby acknowledges,consents and agrees that the power of attorney granted pursuant to this Section5.03 is irrevocable and coupled with an interest.

 

## Section5.04      Columbus Bank May Perform.

 

If LLC fails toperform in any material respect any agreement contained herein, Columbus Bankmay itself (but shall not be obliged to) perform, or cause performance of, suchagreement, provided that Columbus Bank shall in any event first havegiven 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 mayreasonably determine is necessary in order to preserve the benefits of thisAgreement with respect to any material portion of the Collateral), paid suchclaim or obtained to Columbus Bank’s satisfaction the release of the claim orLien to which such notice relates.  LLCagrees to reimburse Columbus Bank upon demand for any reasonable out-of-pocket,third-party costs and expenses, including, without limitation, reasonableattorneys’ fees, Columbus Bank incurs while acting as attorney-in-facthereunder, all of which costs and expenses are included in the obligationssecured hereby.

##  

18

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## Section 5.05      Limitationson Duties of Columbus Bank.

 

Columbus Bankshall be obligated to perform such duties and only such duties as arespecifically set forth in this Agreement, and no implied covenants orobligations shall be read into this Agreement against Columbus Bank.  If an Event of Default has occurred and iscontinuing, Columbus Bank shall exercise the rights and powers vested in it bythis Agreement, and shall not be liable (except for its negligence, willfulmisconduct or bad faith) with respect to any action taken by it, or omitted tobe taken by it, in accordance herewith.

##  

## Section 5.06      ReasonableCare.

 

Subject to the provisions of Section 9-207 of the UCC,it is understood and agreed between the parties hereto that Columbus Bank’sduty with respect to the custody, safekeeping, and physical preservation of theCollateral in its possession should be to deal with it in the same manner asColumbus Bank deals with similar property for its own account; provided,however, that Columbus Bank shall not be required to make anypresentment, demand, or protest, or give any notice, and need not take anyaction to preserve any rights against any other Person with respect to theCollateral.

 

[END OF ARTICLE V]

#  

19

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# ARTICLE VI

#  

# SECURITY

## Section6.01      Grant of Security.

 

As collateral security for the prompt, full andcomplete payment and performance when due of its obligations hereunder and forso long as the Funding Exposure Amount is greater than zero, LLC hereby assignsand pledges to Columbus Bank, and hereby grants to Columbus Bank a securityinterest in, all of LLC’s right, title and interest in and to the followingproperty, whether now owned or existing or hereafter existing, arising oracquired, and wherever located (the “Collateral”):

###  

### (a)                    the PledgedResidual Interests; and

###  

### (b)                   all productsand Proceeds of and from any and all of the foregoing Collateral, all proceedswhich 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 withrespect thereto, or any indemnity, warranty, or guaranty payable by reason ofloss or damage to or otherwise with respect to any of the foregoing Collateral.

##  

## Section 6.02      ContinuingSecurity Interest.

###  

### (a)              For so long as theFunding Exposure Amount is greater than zero, this Agreement shall create acontinuing security interest in the Collateral and shall:

####  

#### (i)                remainin full force and effect until the payment and performance in full of all theobligations of LLC hereunder;

####  

#### (ii)             bebinding upon LLC and its successors, transferees and assigns; and

####  

#### (iii)          inure, together with the rights and remediesof Columbus Bank, to the benefit of Columbus Bank and its successors andassigns.

###  

### (b)             Upon reduction of theFunding Exposure Amount to zero, the security interest granted herein shallterminate and all rights to the Collateral shall revert to LLC.  Upon any such termination, Columbus Bankwill, at LLC’s sole expense, promptly execute and deliver to LLC suchinstruments and documents necessary and as LLC shall reasonably request toevidence such termination.

 

## Section6.03      LLC Remains Liable.

 

Anything herein to the contrary notwithstanding:

###  

### (a)   LLC shall remain liable under the contractsand agreements to which it is a party related to or included in the Collateralto the extent set forth therein and shall perform all of 

###  

20

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### its duties and obligations under such contracts andagreements to the same extent as if this Agreement had not been executed;

###  

### (b)        the exercise by ColumbusBank of any of its rights and remedies hereunder shall not release LLC from anyof its duties or obligations under any such contracts or agreements related toor included in the Collateral; and

###  

### (c)         Columbus Bank shall nothave any obligation or liability under any such contracts or agreements relatedto or included in the Collateral by reason of this Agreement, and Columbus Bankshall not be obligated (i) to perform or fulfill any of the obligations orduties of LLC thereunder, (ii) to take any action to collect or present,file and/or enforce any claim for payment assigned hereunder, or (iii) tomake any inquiry as to the nature or sufficiency of any payment LLC may beentitled to receive thereunder.

##  

## Section 6.04      Representationsand Warranties of LLC Regarding Collateral.  LLC hereby represents and warrants to Columbus Bank as of thedate hereof and as of the Termination Date as follows:

###  

### (a)               LLC owns, and hasrights and the power to transfer, each item of Collateral upon which itpurports to grant a lien hereunder, free and clear of any and all Liens, exceptfor 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 otherinstrument similar in effect covering all or any part of the Collateral is onfile or of record in any public office, except such as may have been filed infavor of Columbus Bank relating to this Agreement.

###  

### (b)             This Agreementcreates a valid security interest in the Collateral securing the payment andperformance in full of the obligations of LLC hereunder.  Upon the filing of appropriate financingstatements in the applicable filing offices in the jurisdictions listed in ScheduleB hereto, all filings, registrations and recordings necessary orappropriate to create and perfect the first priority security interest grantedby LLC to Columbus Bank in the Collateral will have been accomplished and willcreate a perfected security interest therein prior to the rights of all otherPersons therein and subject to no other Bank Liens, except as otherwisepermitted under Sections 6.06, 6.07 or 6.08.

##  

## Section 6.05      CertainRemedies.

 

If any Event of Default shall have occurred and iscontinuing:

###  

### (a)               Columbus Bank mayexercise in respect of the Collateral, in addition to other rights available toit at law or in equity or otherwise, all the rights and remedies of a securedparty on default under the UCC (whether or not the UCC applies to the affectedCollateral) and also may (i) require LLC to, and LLC hereby agrees that itwill, at its expense and upon request of Columbus Bank forthwith, assemble allor part of the Collateral as directed by Columbus Bank and make it available toColumbus Bank at a place to be designated by Columbus Bank that is reasonablyconvenient to both parties, (ii) exercise any and all rights and remediesof LLC under or in connection with the Collateral, (iii) foreclose or otherwiseenforce Columbus Bank’s security interest in any manner permitted by law orprovided for in this

###  

21

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### Agreement, (iv) without notice except as specifiedbelow, sell or otherwise dispose of the Collateral or any part thereof in oneor more parcels at one or more public or private sales, at any place or placeswhether or not the Collateral is present at the place of sale, for cash, oncredit, or for future delivery, and upon such other terms and in such manner asColumbus Bank may, in compliance with any mandatory requirements of applicablelaw, determine to be commercially reasonable, (v) recover from LLC allcosts and expenses, including, without limitation, reasonable attorneys’ fees,incurred or paid by Columbus Bank in exercising any right, power, privilege orremedy provided by this Agreement or by law or in equity, (vi) withoutnotice or demand of legal process, all of which are hereby expressly waived byLLC, enter into property where any Collateral or books and records relatingthereto are located and take possession thereof with or without judicialprocess, and (vii) prior to the disposition of the Collateral, prepare it fordisposition in any manner and to the extent Columbus Bank deems appropriate; provided,however, that notwithstanding the foregoing to the contrary, ColumbusBank may sell or otherwise dispose the Collateral or any part thereof in itsthen condition without any preparation or processing.  LLC agrees that, to the extent notice of sale shall be requiredby law, at least ten (10) days’ prior written notice to LLC of the time andplace of any public sale or the time after which any private sale is to be madeshall constitute reasonable notification thereof.  Columbus Bank shall not be obligated to make any sale ofCollateral regardless of notice of sale having been given.  Columbus Bank may adjourn any public orprivate sale from time to time by announcement at the time and place fixedtherefor, and such sale may, without further notice, be made at the time andplace to which it was so adjourned. Upon any sale or other disposition pursuant to this Agreement, ColumbusBank shall have the right to deliver, assign and transfer to purchaser thereofthe Collateral or any part thereof and transfer to the purchaser thereof theCollateral or any part thereof so sold or disposed of.  Each purchaser at any such sale or otherdisposition (including Columbus Bank) shall hold the Collateral free from anyclaim or right of whatever kind, including any equity or right of redemption ofLLC and LLC specifically waives (to the extent permitted by law) all rights ofredemption, stay or appraisal which it has or may have under any rule of law orstatute now existing or hereafter adopted.

###  

### (b)              All cash proceedsreceived by Columbus Bank in respect of any sale of, collection from, or otherrealization upon all or any part of the Collateral shall be applied to theObligations.  Subject to Section9-608(a) of the UCC, if any non-cash proceeds are received in connection withany sale of Collateral, Columbus Bank shall not apply such non-cash proceeds tothe Obligations unless and until such proceeds are converted to cash; provided,however, that if such non-cash proceeds are not expected on the date ofreceipt thereof to be converted to cash within one year after such date,Columbus Bank shall nonetheless use commercially reasonable efforts to convertsuch non-cash proceeds to cash within such one year period.  Any surplus of such cash, cash proceeds ornon-cash proceeds held by Columbus Bank after payment in full of all theObligations shall be paid over to LLC or to whomsoever may be lawfully entitledto receive such surplus pursuant to Section 9-608 of the UCC.

###  

### (c)               Notwithstandinganything to the contrary herein, the parties hereto acknowledge and agree thatany transfer of the Pledged Residual Interests (including in connection withColumbus Bank’s exercise of its rights and remedies hereunder) is subject to theterms, provisions and conditions set forth in the Indenture, includingrequirements concerning the delivery of tax opinions with respect to any suchtransfer and the tax status of any transferee,

###  

22

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### and the parties acknowledge and agree that nothingherein waives such requirements or assures their satisfaction.

##  

## Section 6.06      Substitutionof Collateral.

 

### (a)               LLC may from timeto time substitute Eligible Collateral for the Collateral hereunder, subject tosatisfaction of the conditions set forth in this Section 6.06.

###  

### (b)              Eligible Collateralshall consist of (i) rights of CFC to receive payments in respect of notesissued pursuant to the Indenture, which notes shall not be subordinated to anyother notes or class of notes issued pursuant to the Indenture and beneficiallyowned by the CFC or any affiliate of CFC; (ii) rights of CFC to receivedistributions under the Trust Agreement, including, without limitation, ExcessFinance Charge Collections (as defined in the Transfer and Servicing Agreementand the related Indenture Supplement), which rights are, in each case, notsubject to any Bank Lien immediately prior to grant of a security interesttherein pursuant hereto (collectively, “Eligible Collateral”).

###  

### (c)               Unless ColumbusBank shall have given its prior written consent, no substitution of Collateralpursuant to this Section 6.06 shall result in the percentage of Excess InterestResiduals comprising the Pledged Residual Interests to exceed the percentage ofExcess Interest Residuals comprising the Residual Interests.

###  

### (d)              In connection witheach substitution of Collateral pursuant to this Section 6.06 LLC shall deliverto Columbus Bank an Officer’s Certificate substantially in the form attached asExhibit C to the Pledge and Security Agreement to the effect that after givingeffect to such substitution the Residual Valuation of the Pledged ResidualInterests is greater than or equal to the amount required pursuant to clause(ii) of the definition of Minimum Residual Valuation.

##  

## Section 6.07      Releaseof Collateral. 

###  

### (a)               If (i) any of theCollateral shall be sold, transferred, or otherwise disposed of by LLC in atransaction not prohibited by this Agreement or (ii) LLC shall deliver toColumbus Bank an Officer’s Certificate substantially in the form attached asExhibit C to the Pledge and Security Agreement to the effect that after givingeffect to any sale, transfer or other disposition of any part of theCollateral, the Residual Valuation of the Pledged Residual Interests is greaterthan or equal to the amount required pursuant to clause (ii) of the definitionof Minimum Residual Valuation, then Columbus Bank shall, at the written requestof LLC, promptly authorize, execute and deliver to LLC (at the sole cost andexpense of LLC) such instruments or documents necessary and as LLC shallreasonably request to release the liens created hereby on such Collateral,including any necessary UCC amendment, termination statement or partialtermination 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 asExhibit E to the Pledge and Security Agreement, Columbus Bank shall (i)direct the Custodial Agent to release and reassign all Collateral and PledgedResidual Interests, (ii) remit to LLC any cash or other stock, instruments,documents or property which it has held as collateral for the Secured 

###  

23

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### Obligations, and (iii) execute any documents orinstruments of release terminating its rights under this Agreement and thePledge and Security Agreement.

##  

## SECTION6.08      Liens.

###  

### (a)               LLC may createLiens on the Pledged Residual Interests provided the following conditions havebeen satisfied prior to or contemporaneous with creation of such Lien: (i) LLCor one of its affiliates shall have obtained a Qualifying Letter of Credit (asdefined in the Pledge and Security Agreement) in favor of Columbus Bank in anamount equal to the Substitution Amount (as defined in the Pledge and SecurityAgreement); and (ii) CompuCredit shall have provided to Columbus Bank not lessthan 10 Business Days prior to the creation of any Lien on the Pledged ResidualInterests or any portion thereof an Officer’s Certificate with respect to theResidual Valuation, which Officer’s Certificate shall be in substantially theform attached hereto as Exhibit C to the Pledge and Security Agreement.  Columbus Bank shall, if requested by LLC IIin connection with a Lien granted by LLC II in accordance with this Agreement,enter into an intercreditor agreement with the holder of such Lien, whichintercreditor agreement shall contain usual and customary provisions regardingthe rights and obligations of the senior and junior lienholders.

###  

### (b)              LLC shall not createBank Liens on the Pledged Residual Interests that would be junior to ColumbusBank’s lien hereunder, unless LLC, shall have obtained the prior writtenconsent of Columbus Bank; provided, however, that if (i) theaggregate Residual Valuation of the Residual Interests is equal to or greaterthan $175 million, and (ii) the net proceeds of the loan or loans secured bysuch junior Bank Lien or Bank Liens on the Pledged Residual Interests are notless than $5 million, then Columbus Bank’s prior written consent shall not berequired. LLC shall cause the grantee of the security interest therein to enterinto an intercreditor agreement with Columbus Bank which intercreditoragreement shall contain usual and customary provisions regarding the rights andobligations of the senior and junior lienholders.

 

[END OF ARTICLEVI]

 

24

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# ARTICLE VII

#  

# MISCELLANEOUS PROVISIONS

 

## Section 7.01      Amendment. This Agreement and any ConveyancePapers and the rights and obligations of the parties hereunder and thereundermay not be changed orally, but only by an instrument in writing signed byColumbus Bank and LLC in accordance with this Section 7.01.

##  

## Section 7.02      GoverningLaw.

###  

### (a)               THIS AGREEMENTSHALL 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 ACCORDANCEWITH SUCH LAWS.

###  

### (b)              ANY LEGAL ACTION ORPROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT MAYBE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THESTATE, COUNTY AND CITY OF NEW YORK, MUSCOGEE COUNTY, GEORGIA, THE CITY OFCOLUMBUS, 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 INRESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVEJURISDICTION OF SUCH COURTS.  EACH PARTYHERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTIONTO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  WHICH IT MAY NOW ORHEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTIONIN RESPECT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

###  

### (c)               EACH PARTY HERETOHEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE COURTSREFERRED 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 ORCERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO IT AT ITS ADDRESSSET FORTH IN THIS AGREEMENT.  EACH PARTYHERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS ANDFURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUIT, ACTIONOR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT THATSERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF APARTY TO SERVE PROCESS ON THE OTHER PARTY IN ANY OTHER MANNER PERMITTED BY LAW.

##  

25

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## Section7.03      Notices.  All demands, notices and communications hereunder shall be inwriting and shall be deemed to have been duly given if personally delivered ator mailed by certified mail, return receipt requested, to (a) in the caseof LLC, 101 Convention Center Drive, Suite 850-14C, Las Vegas, NV 89109*,*Attention: President (facsimile no. (702) 598-3651), with a copy to CompuCreditCorporation, 245 Perimeter Center Parkway, Suite 600, Altanta, GA 30346,Attention: General Counsel (facsimile no. (770) 206-6187) and (b) in thecase of Columbus Bank, 901 Front Avenue, Suite 202, Columbus, Georgia31901 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 suchparty in a written notice to each other party.

##  

## Section 7.04      Severabilityof Provisions.  If any one or moreof the covenants, agreements, provisions or terms of this Agreement shall forany 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 validityor enforceability of the other provisions of this Agreement.

##  

## Section 7.05      Assignment.  Notwithstanding anything to the contrarycontained herein, this Agreement may not be assigned by the parties heretowithout the prior written consent of the non-assigning party.

##  

## Section 7.06      FurtherAssurances.  Columbus Bank and LLCagree to do and perform, from time to time, any and all acts and to execute anyand all further instruments required or reasonably requested by the other partymore fully to effect the purposes of this Agreement and the Conveyance Papers,including, without limitation, the authorization and execution of any financingstatements or continuation statements or equivalent documents relating to theReceivables for filing under the provisions of the UCC or other law of anyapplicable jurisdiction and to provide prompt notification to the other partyof any change of the principal executive office of, or the jurisdiction oforganization of, such party.

##  

## Section 7.07      NoWaiver; Cumulative Remedies.  Nofailure to exercise and no delay in exercising, on the part of Columbus Bank orLLC, any right, remedy, power or privilege hereunder, shall operate as a waiverthereof; nor shall any single or partial exercise of any right, remedy, poweror privilege hereunder preclude any other or further exercise thereof or theexercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privilegesherein 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 maybe executed in two or more counterparts (and by different parties on separatecounterparts), each of which shall be an original, but all of which togethershall constitute one and the same instrument.

 

## Section 7.09      Binding;Third-Party Beneficiaries.  ThisAgreement and the Conveyance Papers will inure to the benefit of and be bindingupon the parties hereto and their respective successors and permitted assigns.

##  

26

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## Section 7.10      Mergerand Integration.  Except asspecifically stated otherwise herein, this Agreement, as supplemented by theConveyance Papers, sets forth the entire understanding of the parties relatingto 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 maynot be modified, amended, waived or supplemented except as provided herein.

##  

## Section 7.11      Headings.  The headings are for purposes of referenceonly and shall not otherwise affect the meaning or interpretation of anyprovision hereof.

##  

## Section 7.12      Schedulesand Exhibits.  The schedules andexhibits attached hereto and referred to herein shall constitute a part of thisAgreement and are incorporated into this Agreement for all purposes.

##  

## Section 7.13      Survivalof Representations and Warranties. All representations, warranties and agreements contained in thisAgreement, shall remain operative and in full force and effect and shallsurvive conveyance of the Receivables by Columbus Bank to LLC.

 

[END OF ARTICLEVII]

 

27

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IN WITNESS WHEREOF, eachof the parties hereto has caused this Agreement to be duly executed by its dulyauthorized officer as of the day and year first above written.

 
|   | COLUMBUS BANK &  TRUST COMPANY |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                |   |   |
|   | Title:                             |   |   |
|   |                               |
|   | CFC, LLC                           |
|   |                               |
|   |                               |
|   | By:                                |   |   |
|   | Title:                             |   |   |
|        |                                    |  |  |  |

 

28

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SCHEDULE 4.03(a)

 

OfficialName:  CFC, LLC

Typeof Entity:  Limited Liability Company

OrganizationalIdentification Number:  27-0030582

Stateof Organization:  Nevada

 

----

 

# **SCHEDULE A**

 

# RESIDUAL INTERESTS

 

CompuCreditCredit Card Master Note Business Trust Series 2001-One Class D-2 Asset Backed Notein the principal sum of Fifty Eight Million Five Hundred Thousand Dollars($58,500,000) payable to CFC, LLC

 

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**SCHEDULE B**

 

# JURISDICTIONS

 

Nevada

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