OR CONDITIONS
HEREOF, MUST BE IN WRITING AND SHALL BE EFFECTIVE ONLY TO THE EXTENT SET FORTH
IN WRITING.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A EVENT OF
DEFAULT, SECURED PARTY MAY APPROPRIATE THE COLLATERAL AND APPLY ALL PROCEEDS
TOWARD REPAYMENT OF THE SECURED OBLIGATIONS.
FOR ANY COLLATERAL OR PROCEEDS
CONSISTING OF SECURITIES, SECURED PARTY SHALL HAVE NO OBLIGATION TO DELAY A SALE
OF ANY PORTION THEREOF FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER
THEREOF TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER ANY APPLICABLE STATE
OR FEDERAL LAW, EVEN IF THE ISSUER THEREOF WOULD AGREE TO DO SO.
SECTION 5.02
DISPOSITION OF COLLATERAL AND PROCEEDS.
UPON THE TRANSFER OF ALL
OR ANY PART OF THE SECURED OBLIGATIONS, SECURED PARTY MAY TRANSFER ALL OR ANY
PART OF THE COLLATERAL OR PROCEEDS AND SHALL BE FULLY DISCHARGED THEREAFTER FROM
ALL LIABILITY AND RESPONSIBILITY WITH RESPECT TO ANY OF THE FOREGOING SO
TRANSFERRED, AND THE TRANSFEREE SHALL BE VESTED WITH ALL RIGHTS AND POWERS OF
SECURED PARTY HEREUNDER WITH RESPECT TO ANY OF THE FOREGOING SO TRANSFERRED; BUT
WITH RESPECT TO ANY COLLATERAL OR PROCEEDS NOT SO TRANSFERRED, SECURED PARTY
SHALL RETAIN ALL RIGHTS, POWERS, PRIVILEGES AND REMEDIES HEREIN GIVEN.
ANY
PROCEEDS OF ANY DISPOSITION OF ANY OF THE COLLATERAL OR PROCEEDS, OR ANY PART
THEREOF, MAY BE APPLIED BY SECURED PARTY TO THE PAYMENT OF EXPENSES INCURRED BY
SECURED PARTY IN CONNECTION WITH THE FOREGOING, INCLUDING REASONABLE ATTORNEYS'
FEES, AND THE BALANCE OF SUCH PROCEEDS MAY BE APPLIED BY SECURED PARTY TOWARD
THE PAYMENT OF THE SECURED OBLIGATIONS IN SUCH ORDER OF APPLICATION AS SECURED
PARTY MAY FROM TIME TO TIME ELECT.
12
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01
AMENDMENT.
THIS AGREEMENT 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 CB&T AND COMPUCREDIT IN ACCORDANCE WITH THIS
SECTION 6.01.
SECTION 6.02
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