REMAINING 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.
2.4.
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.
2.5.
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.
2.6.
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.
2.7.
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.
2.8.
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 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.
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2.9.
DEFINITIONS.
CAPITALIZED TERMS NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED THERETO IN THE PLEDGE AND
SECURITY AGREEMENT.
2.10.
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:
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