PERMITTED PURSUANT TO SECTION 4.03 HEREOF, NOT TO
PERMIT ANY BANK LIEN ON THE COLLATERAL OR PROCEEDS, EXCEPT IN FAVOR OF SECURED
PARTY; (II) OTHER THAN AS PERMITTED PURSUANT TO SECTION 4.03 HEREOF, NOT TO
SELL, HYPOTHECATE OR OTHERWISE DISPOSE OF, NOR PERMIT THE TRANSFER BY OPERATION
OF LAW OF, ANY OF THE COLLATERAL OR PROCEEDS OR ANY INTEREST THEREIN, INCLUDING,
WITHOUT LIMITATION, PURSUANT TO ANY HEDGING, FACTORING, COLLARS, STRADDLES,
SWAPS OR OTHER DERIVATIVE INSTRUMENTS IN RESPECT OF THE PLEDGED STOCK; (III) TO
KEEP, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, COMPLETE AND
ACCURATE RECORDS REGARDING ALL COLLATERAL AND PROCEEDS, AND TO PERMIT SECURED
PARTY TO INSPECT THE SAME AND MAKE COPIES THEREOF AT ANY REASONABLE TIME WITH
REASONABLE NOTICE; (IV) TO PROVIDE ANY SERVICE AND DO ANY OTHER ACTS WHICH MAY
BE NECESSARY TO KEEP ALL COLLATERAL AND PROCEEDS FREE AND CLEAR OF ALL DEFENSES,
RIGHTS OF OFFSET AND COUNTERCLAIMS; AND (V) IF THE COLLATERAL OR PROCEEDS
CONSISTS OF SECURITIES AND SO LONG AS NO EVENT OF DEFAULT EXISTS, TO VOTE SAID
SECURITIES AND TO GIVE CONSENTS, WAIVERS AND RATIFICATIONS WITH RESPECT THERETO,
PROVIDED THAT NO VOTE SHALL BE CAST OR CONSENT, WAIVER OR RATIFICATION GIVEN OR
ACTION TAKEN WHICH WOULD IMPAIR SECURED PARTY'S INTERESTS IN THE COLLATERAL AND
PROCEEDS OR BE INCONSISTENT WITH OR VIOLATE ANY PROVISIONS OF THIS AGREEMENT.
(C)
PLEDGOR AGREES TO PAY, PRIOR TO DELINQUENCY, ALL TAXES, CHARGES, LIENS
AND ASSESSMENTS AGAINST THE COLLATERAL AND PROCEEDS ARISING FROM THE PLEDGOR'S
OWNERSHIP OF THE COLLATERAL AND PROCEEDS, AND UPON THE FAILURE OF PLEDGOR TO DO
SO, SECURED PARTY AT ITS OPTION MAY PAY ANY OF THEM AND SHALL IN ITS REASONABLE
DISCRETION DETERMINE THE LEGALITY OR VALIDITY THEREOF AND THE AMOUNT NECESSARY
TO DISCHARGE THE SAME.
ANY SUCH PAYMENTS MADE BY SECURED PARTY SHALL BE
OBLIGATIONS OF PLEDGOR TO SECURED PARTY, DUE AND PAYABLE IMMEDIATELY UPON
DEMAND, TOGETHER WITH INTEREST AT THE RATE OF 3 PERCENTAGE POINTS ABOVE THE
COLUMBUS BANK "PRIME RATE" IN EFFECT ON THE DATE SAID SUM WAS FIRST DUE, AND
SHALL BE SECURED BY THE COLLATERAL AND PROCEEDS, SUBJECT TO ALL TERMS AND
CONDITIONS OF THIS AGREEMENT.
SECTION 4.02
MINIMUM RESIDUAL VALUATION; OFFICER'S CERTIFICATE.
(A)
COMPUCREDIT SHALL DELIVER TO CB&T AN OFFICER'S CERTIFICATE ON THE 20TH DAY
OF EACH MONTH (OR IF SUCH DAY IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING
BUSINESS DAY) IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT C TO THE
EFFECT THAT AS OF THE LAST DAY OF THE IMMEDIATELY PRECEDING CALENDAR MONTH (THE
"VALUATION DATE") THE AGGREGATE RESIDUAL VALUATION
9
OF THE RESIDUAL INTERESTS AS A WHOLE AND THE AGGREGATE RESIDUAL VALUATION OF THE
PLEDGED RESIDUAL INTERESTS ARE IN EACH CASE GREATER THAN OR EQUAL TO THE MINIMUM
RESIDUAL VALUATION WITH RESPECT THERETO.
(B)
IN ADDITION TO THE OFFICER'S CERTIFICATE DELIVERABLE PURSUANT TO THE
PRECEDING SUBSECTION (A), COMPUCREDIT SHALL DELIVER TO CB&T WITHIN FIVE BUSINESS
DAYS OF RECEIPT OF CB&T'S REQUEST THEREFOR AN OFFICER'S CERTIFICATE
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C.
ANY