THE PLEDGED RESIDUAL
INTERESTS ARE NOT LESS THAN $5 MILLION, THEN COLUMBUS BANK'S PRIOR WRITTEN
CONSENT SHALL NOT BE REQUIRED. LLC SHALL CAUSE THE GRANTEE OF THE SECURITY
INTEREST THEREIN TO ENTER INTO AN INTERCREDITOR AGREEMENT WITH COLUMBUS BANK
WHICH INTERCREDITOR AGREEMENT SHALL CONTAIN USUAL AND CUSTOMARY PROVISIONS
REGARDING THE RIGHTS AND OBLIGATIONS OF THE SENIOR AND JUNIOR LIENHOLDERS.
[END OF ARTICLE VI]
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ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.01
AMENDMENT.
THIS AGREEMENT AND ANY CONVEYANCE PAPERS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER MAY NOT BE
CHANGED ORALLY, BUT ONLY BY AN INSTRUMENT IN WRITING SIGNED BY COLUMBUS BANK AND
LLC IN ACCORDANCE WITH THIS SECTION 7.01.
SECTION 7.02
GOVERNING LAW.
(A)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, MUSCOGEE
COUNTY, GEORGIA, THE CITY OF COLUMBUS, GEORGIA, DEKALB COUNTY, GEORGIA OR THE
CITY OF ATLANTA, GEORGIA.
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO AND ACCEPTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS.
EACH PARTY HERETO HEREBY FURTHER IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
(C)
EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OUT OF ANY OF THE COURTS REFERRED TO IN SUBSECTION (B) ABOVE OF THIS
SECTION 7.02 IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, TO IT AT ITS ADDRESS SET FORTH IN THIS AGREEMENT.
EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUIT, ACTION OR
PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT THAT
SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
NOTHING HEREIN SHALL
AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS ON THE OTHER PARTY IN ANY OTHER
MANNER PERMITTED BY LAW.
25
SECTION 7.03
NOTICES.
ALL DEMANDS, NOTICES AND COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF PERSONALLY
DELIVERED AT OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO (A) IN
THE CASE OF LLC, 101 CONVENTION CENTER DRIVE, SUITE 850-14C, LAS VEGAS, NV
89109, ATTENTION: PRESIDENT (FACSIMILE NO. (702) 598-3651), WITH A COPY TO
COMPUCREDIT CORPORATION, 245