ATTACHED HERETO AS EXHIBIT C.
CB&T shall, if requested by CompuCredit in connection with a Lien granted by
CompuCredit 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.
(D)
COMPUCREDIT SHALL NOT CREATE BANK LIENS ON THE COLLATERAL THAT WOULD BE
JUNIOR TO CB&T'S LIEN, AND SHALL NOT PERMIT A SUBSIDIARY LLC TO CREATE BANK
LIENS ON THE PLEDGED RESIDUAL INTERESTS THAT WOULD BE JUNIOR TO CB&T'S LIEN,
UNLESS COMPUCREDIT OR SUCH SUBSIDIARY LLC, SHALL HAVE OBTAINED THE PRIOR WRITTEN
CONSENT OF CB&T; 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 LIEN OR LIENS ON THE
PLEDGED RESIDUAL INTERESTS AND/OR THE COLLATERAL ARE NOT LESS THAN $5 MILLION,
THEN CB&T'S PRIOR WRITTEN CONSENT SHALL NOT BE REQUIRED. COMPUCREDIT SHALL CAUSE
THE GRANTEE OF THE SECURITY INTEREST THEREIN TO ENTER INTO AN INTERCREDITOR
AGREEMENT WITH CB&T, WHICH INTERCREDITOR AGREEMENT SHALL CONTAIN USUAL AND
CUSTOMARY PROVISIONS REGARDING THE RIGHTS AND OBLIGATIONS OF THE SENIOR AND
JUNIOR LIENHOLDERS.
(E)
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
AS EXHIBIT E, CB&T SHALL (I) DIRECT THE CUSTODIAL AGENT TO RELEASE AND REASSIGN
ALL PLEDGED STOCK AND PLEDGED RESIDUAL INTERESTS, (II) REMIT TO COMPUCREDIT ANY
CASH OR OTHER STOCK, INSTRUMENTS, DOCUMENTS OR PROPERTY WHICH IT HAS HELD AS
COLLATERAL FOR THE SECURED OBLIGATIONS, AND (III) EXECUTE ANY DOCUMENTS OR
INSTRUMENTS OF RELEASE TERMINATING ITS RIGHTS UNDER THIS AGREEMENT, THE
SHAREHOLDER AGREEMENT AND THE STANDBY RECEIVABLES PURCHASE AGREEMENT.
[END OF ARTICLE IV]
11
ARTICLE V
REMEDIES
SECTION 5.01
REMEDIES.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, SECURED
PARTY SHALL HAVE THE RIGHT TO DECLARE IMMEDIATELY DUE AND PAYABLE ALL OR ANY OF
THE SECURED OBLIGATIONS.
SECURED PARTY SHALL HAVE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES GRANTED TO A SECURED PARTY UPON DEFAULT UNDER THE UCC OR
OTHERWISE PROVIDED BY LAW AND THE RIGHT TO CONTACT ALL PERSONS OBLIGATED TO
PLEDGOR ON ANY COLLATERAL OR PROCEEDS AND TO INSTRUCT SUCH PERSONS TO DELIVER
ALL COLLATERAL AND/OR PROCEEDS DIRECTLY TO SECURED PARTY.
ALL RIGHTS, POWERS,
PRIVILEGES AND REMEDIES OF SECURED PARTY SHALL BE CUMULATIVE.
NO DELAY, FAILURE
OR DISCONTINUANCE OF SECURED PARTY IN EXERCISING ANY RIGHT, POWER, PRIVILEGE OR
REMEDY HEREUNDER SHALL AFFECT OR OPERATE AS A WAIVER OF SUCH RIGHT, POWER,
PRIVILEGE OR REMEDY; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT,
POWER, PRIVILEGE OR REMEDY PRECLUDE, WAIVE OR OTHERWISE AFFECT ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER, PRIVILEGE OR
REMEDY.
ANY WAIVER, PERMIT, CONSENT OR APPROVAL OF ANY KIND BY SECURED PARTY OF
ANY DEFAULT HEREUNDER, OR ANY SUCH WAIVER OF ANY PROVISIONS