PROVISIONS SHALL BE SEVERABLE AND ENFORCEABLE IN ACCORDANCE WITH THEIR
TERMS.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 8.04
COSTS OF ENFORCEMENT.
IF ANY ACTION AT LAW OR IN EQUITY IS
NECESSARY TO ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING
PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEYS' FEES, COSTS AND NECESSARY
DISBURSEMENTS IN ADDITION TO ANY OTHER RELIEF TO WHICH SUCH PARTY MAY BE
ENTITLED.
SECTION 8.05
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS
AND ASSIGNEES, LEGAL REPRESENTATIVES AND HEIRS.
NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES
HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS, REMEDIES,
OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT.
SECTION 8.06
MODIFICATION OR AMENDMENT.
NEITHER THIS AGREEMENT NOR ANY
PROVISIONS HEREOF CAN BE MODIFIED, AMENDED, CHANGED, DISCHARGED OR TERMINATED
EXCEPT BY AN INSTRUMENT IN WRITING, SIGNED BY EACH OF THE SHAREHOLDERS.
SECTION 8.07
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 8.08
NOTICES.
ALL NOTICES TO BE GIVEN OR OTHERWISE MADE TO ANY PARTY
TO THIS AGREEMENT SHALL BE DEEMED TO BE SUFFICIENT IF CONTAINED IN A WRITTEN
INSTRUMENT, DELIVERED BY HAND IN PERSON, OR BY EXPRESS OVERNIGHT COURIER
SERVICE, OR BY ELECTRONIC FACSIMILE TRANSMISSION (WITH A COPY SENT BY FIRST
CLASS MAIL, POSTAGE PREPAID), OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, ADDRESSED TO SUCH
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PARTY AT THE ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS AS MAY HEREAFTER
BE DESIGNATED IN WRITING BY THE ADDRESSEE TO THE ADDRESSOR LISTING ALL PARTIES.
All such notices shall be effective and deemed duly given when received or when
attempted delivery is refused.
SECTION 8.09
DEFINITIONS.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN
SHALL HAVE THE MEANING ASCRIBED THERETO IN THE PLEDGE AND SECURITY AGREEMENT.
SECTION 8.10
NO OTHER AGREEMENTS.
EACH PARTY REPRESENTS THAT HE HAS NOT
GRANTED AND IS NOT A PARTY TO ANY PROXY, VOTING TRUST OR OTHER AGREEMENT WHICH
IS INCONSISTENT WITH OR CONFLICTS WITH THE PROVISIONS OF THIS AGREEMENT, AND NO
PARTY SHALL GRANT ANY PROXY OR BECOME PARTY TO ANY VOTING TRUST OR OTHER
AGREEMENT WHICH IS INCONSISTENT WITH OR CONFLICTS WITH THE PROVISIONS OF THIS
AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement in
counterparts as of the date first above specified.
COMPUCREDIT CORPORATION
By:
Name:
Title:
COLUMBUS BANK AND TRUST
COMPANY
By:
Name:
Title:
D-4
EXHIBIT E
OFFICER'S CERTIFICATE REGARDING FUNDING EXPOSURE AMOUNT
I am
[Officer Name]
.
As of the date hereof, I am
the
[title]
of CompuCredit Corporation (herein "CCRT")
and am duly authorized by CCRT and