to payment with
respect to any cause of action affecting or relating to any of the foregoing,
and (c) all stock rights, rights to subscribe, stock splits, liquidating
dividends, cash dividends, dividends paid in stock, new securities or other
property of any kind which Pledgor is or may hereafter be entitled to receive on
account of any securities pledged hereunder, including without limitation, stock
received by Pledgor due to stock splits or dividends paid in stock or sums paid
upon or in respect of any securities pledged hereunder upon the liquidation or
dissolution of the issuer thereof (collectively, "Proceeds"); provided, however,
unless and until an Event of Default has occurred and is continuing Pledgor has
the right to receive and retain for its own use any dividends and interest on
the Pledged Stock.
SECTION 2.02
OBLIGATIONS SECURED.
THIS AGREEMENT SECURES, AND THE COLLATERAL
IS COLLATERAL SECURITY FOR, THE OBLIGATIONS OF COMPUCREDIT AND THE SUBSIDIARY
LLCS TO CB&T IN RESPECT OF THE FUNDING EXPOSURE AMOUNT (THE "SECURED
OBLIGATIONS").
THE PLEDGE AND SECURITY INTEREST GRANTED HEREUNDER SHALL
TERMINATE EFFECTIVE UPON THE REDUCTION OF THE FUNDING EXPOSURE AMOUNT TO ZERO.
(A)
DELIVERY OF PLEDGED STOCK.
ALL CERTIFICATES OR INSTRUMENTS REPRESENTING
OR EVIDENCING THE PLEDGED STOCK SHALL BE DELIVERED TO THE CUSTODIAL AGENT AND
HELD ON BEHALF OF SECURED PARTY ON THE DATE HEREOF SIMULTANEOUSLY WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT PURSUANT HERETO AND SHALL BE IN
SUITABLE FORM FOR TRANSFER BY DELIVERY OR, AS APPLICABLE, SHALL BE ACCOMPANIED
BY PLEDGOR'S ENDORSEMENT, WHERE NECESSARY, OR DULY EXECUTED INSTRUMENTS OF
TRANSFER OR ASSIGNMENT (INCLUDING STOCK POWERS) IN BLANK, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO SECURED PARTY.
(B)
POWERS OF SECURED PARTY.
PLEDGOR APPOINTS SECURED PARTY ITS TRUE
ATTORNEY IN FACT TO PERFORM ANY OF THE FOLLOWING POWERS, WHICH ARE COUPLED WITH
AN INTEREST, ARE IRREVOCABLE UNTIL TERMINATION OF THIS AGREEMENT AND UPON THE
OCCURRENCE AND CONTINUATION OF AN EVENT OF DEFAULT MAY BE EXERCISED FROM TIME TO
TIME BY SECURED PARTY'S OFFICERS AND EMPLOYEES, OR ANY OF THEM:
(A) TO PERFORM
ANY OBLIGATION OF PLEDGOR HEREUNDER IN PLEDGOR'S NAME OR OTHERWISE; (B) TO
NOTIFY ANY PERSON OBLIGATED ON ANY SECURITY, INSTRUMENT OR OTHER DOCUMENT
SUBJECT TO THIS AGREEMENT OF SECURED PARTY'S RIGHTS HEREUNDER; (C) TO COLLECT BY
LEGAL PROCEEDINGS OR OTHERWISE ALL DIVIDENDS,
6
INTEREST, PRINCIPAL OR OTHER SUMS NOW OR HEREAFTER PAYABLE UPON OR ON ACCOUNT OF
THE COLLATERAL OR PROCEEDS; (D) TO MAKE ANY COMPROMISE OR SETTLEMENT SECURED
PARTY DEEMS DESIRABLE OR PROPER IN RESPECT OF THE COLLATERAL AND PROCEEDS;
(E) TO INSURE, PROCESS AND PRESERVE THE COLLATERAL AND PROCEEDS; (F) TO EXERCISE
ALL RIGHTS, POWERS AND REMEDIES WHICH PLEDGOR WOULD HAVE, BUT FOR THIS
AGREEMENT, WITH RESPECT TO ALL COLLATERAL AND PROCEEDS SUBJECT HERETO; AND
(G) TO DO ALL ACTS AND THINGS AND EXECUTE ALL DOCUMENTS IN THE NAME OF PLEDGOR
OR OTHERWISE, DEEMED BY SECURED PARTY AS NECESSARY, PROPER AND CONVENIENT IN
CONNECTION WITH THE PRESERVATION, PERFECTION OR ENFORCEMENT OF ITS RIGHTS
HEREUNDER.
TO EFFECT THE PURPOSES