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