LOAN
      AND
      SECURITY AGREEMENT





MANCHESTER
      INDIANA FUNDING, LLC





as
      Borrower





PALM
      BEACH MULTI-STRATEGY FUND, L.P.





as
      Lender





and





THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.





as
      Collateral Agent





$
      30,000,000 Loan





December
      28, 2006








**TABLE
      OF CONTENTS**


PageARTICLE
                  1 DEFINITIONS
                1Section
                    1.1. DEFINITIONS
                1Section
                    1.2. EXHIBITS AND SCHEDULES; ADDITIONAL DEFINITIONS
                14Section
                    1.3. AMENDMENT OF DEFINED DOCUMENTS
                14Section
                    1.4. REFERENCES AND TITLES
                14ARTICLE
                  2 LOAN(S), INTEREST RATE AND OTHER CHARGES; GUARANTY
                15Section
                    2.1. TERM LOAN AND REVOLVING FACILITY
                15Section
                    2.2. INTEREST RATE.
                16Section
                    2.3. PAYMENTS
                16Section
                    2.4. PAYMENT DUE ON A NON-BUSINESS DAY
                17Section
                    2.5. MANDATORY PAYMENTS
                17Section
                    2.6. VOLUNTARY PREPAYMENTS
                17Section
                    2.7. MAXIMUM INTEREST; CONTROLLING AGREEMENT
                18Section
                    2.8. INTEREST AFTER DEFAULT
                19Section
                    2.9. APPLICATION OF PAYMENTS
                19Section
                    2.10. ASSET MANAGEMENT FEE
                20Section
                    2.11. DISTRIBUTIONS FROM THE COLLECTION ACCOUNT
                20Section
                    2.12. CAPITAL ADEQUACY
                21Section
                    2.13. DETERMINATIONS CONCLUSIVE
                21Section
                    2.14. COLLECTION ACCOUNT
                21Section
                    2.15. GUARANTY
                22ARTICLE
                  3 SECURITY
                22Section
                    3.1. SECURITY INTEREST
                22Section
                    3.2. FINANCING STATEMENTS AND FURTHER ASSURANCES
                24Section
                    3.3. DELIVERY OF RECEIVABLES
                24Section
                    3.4. FAILURE TO DELIVER
                25Section
                    3.5. NOTICE OF COLLATERAL ASSIGNMENT
                25Section
                    3.6. [RESERVED]
                25Section
                    3.7. RECORDS AND INSPECTIONS
                25Section
                    3.8. COLLECTION
                25Section
                    3.9. BLOCKED ACCOUNTS
                26Section
                    3.10. PROTECTION OF RECEIVABLE RECORDS
                26Section
                    3.11. USE OF PROCEEDS
                26Section
                    3.12. RETURN OF COLLATERAL
                27Section
                    3.13. LENDER’S PAYMENT OF CLAIMS
                27ARTICLE
                  4 CONDITIONS OF ADVANCES
                27Section
                    4.1. ADVANCES
                27
   -i-
   Section
                    4.2. FURTHER ADVANCES
                29Section
                    4.3. ALL ADVANCES TO CONSTITUTE ONE LOAN
                30Section
                    4.4. ADVANCES
                30ARTICLE
                  5 REPRESENTATIONS AND WARRANTIES OF BORROWERS
                30Section
                    5.1. REPRESENTATIONS AND WARRANTIES
                30Section
                    5.2. REPRESENTATIONS AND WARRANTIES AS TO ELIGIBLE
                    RECEIVABLES
                34ARTICLE
                  6 COVENANTS AND OTHER AGREEMENTS
                36Section
                    6.1. AFFIRMATIVE COVENANTS
                36Section
                    6.2. NEGATIVE COVENANTS
                38Section
                    6.3. SEPARATENESS COVENANTS
                39Section
                    6.4. FINANCIAL REPORT
                41ARTICLE
                  7 EVENTS OF DEFAULT AND REMEDIES
                42Section
                    7.1. EVENTS OF DEFAULT
                42Section
                    7.2. ACCELERATION OF THE INDEBTEDNESS
                44Section
                    7.3. REMEDIES
                44Section
                    7.4. NO WAIVER
                46Section
                    7.5. APPLICATION OF PROCEEDS
                46Section
                    7.6. APPOINTMENT OF SECURED PARTIES AS ATTORNEY-IN-FACT
                46ARTICLE
                  8 EXPENSES AND INDEMNITIES
                47Section
                    8.1. PAYMENT FOR EXPENSES
                47Section
                    8.2. GENERAL INDEMNIFICATION
                48ARTICLE
                  9 COLLATERAL AGENT
                48Section
                    9.1. APPOINTMENT AND AUTHORITY
                48Section
                    9.2. EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC
                48Section
                    9.3. INDEMNIFICATION
                49Section
                    9.4. BENEFIT OF ARTICLE 9
                50Section
                    9.5. RESIGNATION AND REMOVAL OF COLLATERAL AGENT
                50Section
                    9.6. NOTICE OF DEFAULTS
                50ARTICLE
                  10 MISCELLANEOUS
                51Section
                    10.1. NOTICES
                51Section
                    10.2. ASSIGNMENTS AND PARTICIPATIONS
                51Section
                    10.3. SURVIVAL OF AGREEMENTS
                51Section
                    10.4. NO OBLIGATION BEYOND MATURITY
                51Section
                    10.5. PRIOR AGREEMENTS SUPERSEDED
                52Section
                    10.6. PARTIES BOUND
                52
   -ii-
   Section
                    10.7. NO THIRD PARTY BENEFICIARY
                52Section
                    10.8. EXECUTION IN COUNTERPARTS
                52Section
                    10.9. SEVERABILITY OF PROVISIONS
                52Section
                    10.10. FURTHER INSTRUMENTS
                52Section
                    10.11. COUNTERPARTS
                52Section
                    10.12. GOVERNING LAW
                52Section
                    10.13. CONSENT TO JURISDICTION
                53Section
                    10.14. WAIVER OF JURY TRIAL
                53Section
                    10.15. PLEDGE BY LENDER
                53Section
                    10.16. COMMITMENT LETTER
                54Section
                    10.17. TIME OF ESSENCE
                54


**Schedules
        and Exhibits**
 
 Schedule
        A
 Exhibit
        A
        - Request for Advance
 Exhibit
        B
        - Availability Report
 Exhibit
        C
        - Compliance Certificate


-iii-


**LOAN
      AND SECURITY AGREEMENT**




**LOAN
      AND SECURITY AGREEMENT** (this
“ Agreement ”)
      is
      made as of December 28, 2006 between Palm Beach Multi-Strategy Fund, L.P.
      (“ Lender ”),
      whose
      corporate address is 2911 Turtle Creek Boulevard, Suite 1200, Dallas, Texas
      75219, Manchester Indiana Funding, LLC, a Delaware limited liability company
      (“ Borrower ”),
      whose
      chief executive office is located at 100 Crescent Court, 7th Floor, Dallas,
      Texas 75201 (the “ Borrower’s
      Address ”)
      and
      The Bank of New York Trust Company N.A., or any affiliated successor thereto,
      as
      collateral agent for Lender (in such capacity, the “ Collateral
      Agent ”).




**ARTICLE
      1**


**DEFINITIONS**




**Section
      1.1.** **DEFINITIONS** .
      As used
      in this Agreement, each of the following terms has the meaning given to such
      term in this Section 1.1 or in the schedules, sections and subsections referred
      to below.




ADDITIONAL
      SUMS .
      The
      term “Additional Sums” shall have the meaning given to such term in Section
      2.7(a) of this Agreement.




AFFILIATE .
      The
      term “Affiliate” shall mean, with respect to any Person, any other Person
      directly or indirectly Controlling or Controlled by or under direct or indirect
      common Control with such Person.




AGING
      PROCEDURES .
      The
      term “Aging Procedures” shall have the meaning set forth in Section 1.1(a)(i) of
      Schedule A attached hereto.




AGREEMENT .
      The
      term “Agreement” shall mean this Loan and Security Agreement and any amendment,
      supplement, restatement, modifications or extension hereof.




AGGREGATE
      NET POOL BALANCE .
      The
      term “Aggregate Net Pool Balance” shall have the meaning given to that term in
      the Fee Letter.




AMOUNT
      OF CREDIT LINE .
      The
      term “Amount of Credit Line” shall have the meaning set forth in Section
      2.1(a)(ii) of Schedule A attached hereto.




APPLICABLE
      USURY LAW .
      The
      term “Applicable Usury Law” shall mean all federal and state usury Laws
      applicable to the Loans, the Indebtedness, this Agreement and the other Loan
      Documents.




APPROVED
      STATE .
      The
      term “Approved State” shall have the meaning set forth in Section 1.1(a)(ii) of
      Schedule A attached hereto.




ASSET
      MANAGEMENT FEE .
      The
      term “Asset Management Fee” shall have the meaning given to that term in the Fee
      Letter.




-1-




AUTO
      TITLE .
      The
      term “Auto Title” shall mean the certificate of title issued by the department
      of transportation or other corresponding instrumentality or agency of any state
      that relates to an automobile or other vehicle which is collateral for a
      Receivable.




AUTO
      TITLE PROCEDURES .
      The
      term “Auto Title Procedures” shall mean compliance by Borrower (or by Servicer
      on its behalf) with the following requirements:




(a)  at
      least
      three (3) Business Days prior to any new advance hereunder being made, the
      delivery by Borrower (or by the Servicer on its behalf) to the Custodian of
      the
      application for Auto Title, related guaranty of title and all other information
      that was or is simultaneously being submitted to the appropriate county tax
      assessor collector’s office or other appropriate office (or, with respect to a
      Receivable as to which the related Auto Title has not been delivered to Borrower
      or Servicer by the third party seller and therefore such application cannot
      yet
      be submitted, a copy of the application for Auto Title and all other information
      that will be submitted, containing all information available to Borrower (or
      to
      Servicer) at such time; provided that fully completed copies of all such
      information and documentation shall be delivered to the Custodian no later
      than
      the earlier of (x) one (1) Business Day after Borrower’s (or Servicer’s)
      submission thereof to the appropriate county tax assessor collector’s office or
      other appropriate office and (y) thirty (30) days after such Receivable has
      been
      included in the Collateral Base for an advance made hereunder);




(b)  no
      later
      than three (3) Business Days after receipt thereof from the appropriate county
      tax assessor collector’s office or other appropriate office, the delivery by
      Borrower (or by the Servicer on its behalf) to the Custodian of the original
      Auto Title reflecting Borrower as lienholder on each vehicle securing such
      Receivable; and




(c)  with
      respect to the Initial Receivables, not more than 30 days after the Effective
      Date the delivery by Borrower (or by the Servicer on its behalf) to the
      Custodian of the applications for Auto Title necessary to transfer the
      registered title in all such Receivables into the name of the Borrower subject
      to the Lien of the Collateral Agent.




AVAILABILITY
      REPORT .
      The
      term “Availability Report” shall mean a report executed by the Borrower in the
      form of Exhibit
      B to this
      Agreement.




BAILEE
      LETTER .  The
      term
“Bailee Letter” shall mean the letter dated December 28, 2006, from the Lender
      to Rick Stanley, and any amendment, supplement, restatement, modifications
      or
      extension thereof.




BLOCKED
      ACCOUNT .
      The
      term “Blocked Account” shall mean an account (i) initially account number
      0572000211, held at First Indiana Bank in the name of GNAC, Inc.; and (ii)
      thereafter the account established pursuant to the Post Closing Agreement,
      held
      in the name of Lender, in either case into which Servicer shall deposit all
      payments received from each Obligor pursuant to the Blocked Account
      Agreement.




BLOCKED
      ACCOUNT AGREEMENT .
      The
      term “Blocked Account Agreement” shall mean the Deposit Account Control
      Agreement to be entered into in accordance with the Post Closing Agreement,
      with
      respect to the Blocked Account among Lender, the Collateral Agent, the Servicer
      and a depository bank to be chosen by Lender, and any amendment, supplement,
      restatement, modifications or extension thereof.




-2-




BORROWER
      LLC AGREEMENT .
      The
      term “Borrower LLC Agreement” shall mean the limited liability company agreement
      of the Borrower dated December 28, 2006, and executed by MIA, as the sole member
      of the Borrower, and any amendment, supplement, restatement, modifications
      or
      extension thereof.




BUSINESS
      DAY .
      The
      term “Business Day” shall mean a day, other than a Saturday or Sunday, on which
      commercial banks are open for business to the public in New York, New
      York.




CODE .
      The
      term “Code” shall mean the Internal Revenue Code of 1986, as amended from time
      to time.




COLLATERAL .
      The
      term “Collateral” shall have the meaning set forth in Section 3.1.
      hereof.




COLLATERAL
      BASE .
      The
      term “Collateral Base” shall have the meaning given to that term in the Fee
      Letter.




COLLATERAL
      AGENCY FEE LETTER .
      The
      term “Collateral Agent Fee Letter” shall mean that certain Collateral Agency Fee
      Schedule dated December 28, 2006 by and between Collateral Agent and Lender,
      and
      any amendment, supplement, restatement, modifications or extension
      thereof.




COLLECTION
      ACCOUNT .
      The
      term “Collection Account” shall mean account number 592610 at The Bank of New
      York held in the name of Lender, into which all amounts on deposit in the
      Blocked Account shall be wired in accordance with the Post Closing Agreement
      and
      the Blocked Account Agreement.




COMMITMENT
      LETTER .
      The
      term “Commitment Letter” shall have the meaning given to that term in Section
      10.16 of this Agreement.




COMMONLY
      CONTROLLED ENTITY .
      The
      term “Commonly Controlled Entity” shall mean an entity, whether or not
      incorporated, which is under common control with any Related Party within the
      meaning of Section 414(b) or (c) of the Code.




CONTRACT .
      The
      term “Contract” shall have the meaning given to that term in the Sale and
      Servicing Agreement.




CONTROL .
      The
      term “Control” shall mean the possession, directly or indirectly, of the power
      to direct or cause the direction of the management or policies of a Person,
      whether through the ownership of voting securities or general partnership or
      managing member interests, by contract or otherwise. “Controlling” and
“Controlled” shall have the correlative meanings. Without limiting the
      generality of the foregoing, a Person shall be deemed to Control any other
      Person in which it owns, directly or indirectly, 49% or more of the ownership
      interests.




-3-




CREDIT
      AND COLLECTION POLICY .
      The
      term “Credit and Collection Policy” shall have the meaning given to that term in
      the Sale and Servicing Agreement.




CROSS
      GUARANTY OBLIGATION .
      The
      term “Cross Guaranty Obligation” shall mean the cross guaranty obligation of
      Borrower pursuant to Section 2.15 of this Agreement.




CUSTODIAL
      AGREEMENT .
      The
      term “Custodial Agreement” shall mean that certain Custodial Agreement dated as
      of December 28, 2006 between Borrower, Lender, the Collateral Agent, the
      Servicer and the Custodian, as amended from time to time in accordance with
      its
      terms.




CUSTODIAL
      CERTIFICATION .
      The
      term “Custodial Certification” shall have the meaning given to that term in the
      Custodial Agreement.




CUSTODIAL
      DOCUMENTS .
      The
      term “Custodial Documents” shall have the meaning given to that term in the
      Custodial Agreement.




CUSTODIAN .
      The
      term “Custodian” shall mean CAR Financial Services, Inc., a Georgia Corporation,
      its successors and permitted assigns.




CUSTODIAN
      FEE .
      The
      term “Custodian Fee” shall mean the fee payable to the Custodian in accordance
      with the Custodial Agreement.




DEFAULT .
      The
      term “Default” shall mean an event which with the passage of time or notice or
      both would constitute an Event of Default.




DETERMINATION
      DATE .
      The
      term “Determination Date” shall mean, with respect to any Settlement Date, the
      fourth Business Day preceding such Settlement Date.




DEFAULT
      RATE .
      The
      term “Default Rate” shall have the meaning given to that term in the Fee
      Letter.




DISTRIBUTION .
      The
      term “Distributions” shall mean, during any period of determination, (i) any
      dividends or other distribution of earnings to any Related Party’s shareholders,
      members or equity holders, (ii) the net increase in the outstanding balance
      of
      all obligations or indebtedness due from any Related Party’s shareholders,
      members or equity holders to such Related Party and (iii) the net decrease
      in
      the outstanding balance of all obligations or indebtedness due from any Related
      Party to such Related Party’s shareholders, members or equity
      holders.




EFFECTIVE
      DATE .
      The
      term “Effective Date” shall mean December 28, 2006.




ELIGIBLE
      INVESTMENTS .
      The
      term “Eligible Investments” means any one or more of the following obligations
      or securities; (i) the direct obligations of, and obligations the timely payment
      of which are fully guaranteed by, the United States of America or any agency
      or
      instrumentality of the United States of America the obligations of which are
      backed by the full faith and credit of the United States of America; (ii)
      domestic and eurodollar certificates of deposit, time deposits and bankers’
acceptances (which shall each have a maturity of not more than 90 days and,
      in
      the case of bankers’ acceptances, shall in no event have an original maturity of
      more than 365 days or a remaining maturity of more than 30 days) issued by
      any
      depository institution or trust company incorporated under the laws of the
      United States of America or any state thereof (including The Bank of New York
      or
      Lender acting in its commercial banking capacity) and subject to supervision
      and
      examination by federal and/or state banking authorities, or any foreign bank,
      which are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s;
      (iii) commercial paper of United States and foreign banks which are rated
      A-1 (or better) by S&P or P-1 (or better) by Moody’s; (iv) any The Bank of
      New York money market fund that is rated at least “AAm” or “AAmg” by S&P and
“Aa2” by Moody’s (provided that there is no r-highlighter affixing to such
      rating); and (v) such other liquid investments as agreed to by Lender in
      writing.




-4-




ELIGIBLE
      RECEIVABLES .
      The
      term “Eligible Receivables” shall mean those Receivables of Borrower that are
      acceptable to Lender, in its discretion, and, in each case, that meet, at a
      minimum, all of the following requirements:




(a)  are
      originated by Seller (or, solely with respect to the Initial Receivables, by
      MIO) and arise from the extension of credit, the sale and delivery of goods
      or
      the rendering of services in the ordinary course of Seller’s business and have
      been validly assigned to Borrower by Seller pursuant to the Sale and Servicing
      Agreement and the related Transfer Instrument;




(b)  represent
      a valid and binding obligation of the related Obligor enforceable in accordance
      with its terms for the amount outstanding thereof without offset, counterclaim
      or defense (whether actual or alleged);




(c)  as
      to
      which the Obligor thereunder is personally liable pursuant to the applicable
      Contract;




(d)  comply
      in
      all respects with all applicable Laws, including, but not limited to, truth
      in
      lending and credit disclosure laws and regulations and all applicable state
      and
      federal usury laws;




(e)  as
      to
      which the related Contract in form and substance acceptable to Lender has been
      delivered to the Custodian pursuant to the terms of Section 3.3 and as to which
      all amounts and information appearing on such Contract or otherwise furnished
      to
      Lender or the Custodian in connection therewith are true and correct and
      undisputed by the Obligor thereon or any guarantor thereof;




(f)  as
      to
      which the related Obligor, on the one hand, and the Borrower, the Seller or
      the
      Servicer, on the other hand, are not engaged in any litigation, including any
      action regarding nonpayment thereof;




(g)  none
      of
      the Receivables, the Obligor thereon or any guarantor thereof is subject to
      any
      receivership, insolvency or bankruptcy proceeding, nor is any Obligor thereon
      or
      any guarantor thereof insolvent or has failed to meet its debts as they
      mature;




-5-




(h)  Borrower
      has good and sufficient right to pledge, assign and deliver the Receivables
      free
      and clear from all Liens whatsoever;




(i)  neither
      the Obligor thereon nor any guarantor thereof is employed by, related to or
      affiliated with Borrower, the Seller, the Servicer, any Guarantor, or any of
      their respective Affiliates;




(j)  no
      condition exists that materially or adversely affects the value of the
      Receivables or jeopardizes any security therefor;




(k)  if
      the
      Receivables arise from the sale of goods, such goods have been delivered and
      accepted by the Obligor and are still subject to the lawful possession and
      control of the Obligor and have not been otherwise returned to or repossessed
      by
      Borrower, the Seller, the Servicer or any Guarantor;




(l)  has
      not
      been renewed or extended;




(m)  the
      current principal amount thereof does not exceed the Maximum Amount of an
      Eligible Receivable and the original term thereof does not exceed the Maximum
      Term of an Eligible Receivable;




(n)  satisfies
      the Eligibility Test and has been reported to Lender in compliance with the
      Aging Procedures;




(o)  is
      not
      evidenced by a judgment or has not been reduced to judgment;




(p)  is
      not an
      open account or a revolving line of credit;




(q)  is
      evidenced by a Contract and bearing interest or containing a time price
      differential, which have been executed by the Obligor;




(r)  the
      Obligor thereunder is a legal resident of the United States;




(s)  payments
      under the Receivable are to be made in United States dollars;




(t)  the
      number of days between contractual payment dates of a Receivable does not exceed
      thirty-one (31) days;




(u)  complies
      with all Underwriting Guidelines;




(v)  has
      been
      originated in an Approved State; and




(w)  payment
      thereof is secured by a first priority Lien in the related Obligor’s automobile
      or other vehicle, free and clear of any Liens of other Persons (including
      without limitation any mechanic’s lien or claim for work, labor or material
      affecting such vehicle) and as to which all Auto Title Procedures have been
      complied with in all respects.




-6-




ELIGIBILITY
      TEST .
      The
      term “Eligibility Test” shall have the meaning set forth in Section 1.1(a)(iii)
      of Schedule A attached hereto.




ERISA .
      The
      term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
      amended from time to time.




EVENT
      OF DEFAULT .
      The
      term “Event of Default” shall have the meaning given to such term in Section
      7.1.




FACILITY
      TERMINATION DATE .
      The
      term “Facility Termination Date” shall mean the earliest date in which any of
      the following shall occur: (i) a Voluntary Termination Date, (ii) the Maturity
      Date or (iii) the acceleration of the indebtedness pursuant to Section 7.2
      of
      this Agreement.




FEE
      LETTER .
      The
      term “Fee Letter” shall mean the fee letter dated the date hereof between
      Lender, the Borrower, and Manchester, as amended from time to time in accordance
      with its terms.




FINANCED
      VEHICLE .
      The
      term “Financed Vehicle” shall have the meaning given to that term in the Sale
      and Servicing Agreement.




GAAP .
      The
      term “GAAP” shall mean generally accepted accounting principles and other
      standards as promulgated by the American Institute of Certified Public
      Accountants.




GUARANTOR .
      The
      term “Guarantor” shall mean any Person or Persons who have now executed or
      hereafter execute a guaranty agreement in favor of Lender with respect to all
      or
      any part of the Indebtedness, including, without limitation, the Persons listed
      in Section 1.1(c) of Schedule A attached hereto.




GUARANTOR
      ACCOUNT CONTROL AGREEMENTS .
      The
      term “Guarantor Account Control Agreements” shall have the meaning given to that
      term in the Guarantor Security Agreement.




GUARANTOR
      DEFAULT .
      The
      term “Guarantor Default” shall have the meaning given to that term in the
      Guarantor Security Agreement.




GUARANTOR
      SECURITY AGREEMENT .
      The
      term “Guarantor Security Agreement” shall mean the Security Agreement dated
      December 28, 2006, executed by Manchester, MIA, MIO, Lender, and the Collateral
      Agent, and any amendment, supplement, restatement, modifications or extension
      thereof.




GUARANTY .
      The
      term “Guaranty” shall mean the Guaranty dated December 28, 2006 executed by
      Manchester, MIA and MIO in favor of Lender, and any amendment, supplement,
      restatement, modifications or extension thereof.




INDEBTEDNESS .
      The
      term “Indebtedness” shall mean all amounts advanced hereunder by Lender to
      Borrower together with all accrued and unpaid interest and all other amounts
      owing or becoming owing to any Secured Party by Borrower or any other Related
      Party under or pursuant to the Loan Documents (including, without limitation,
      pursuant to Section 2.15 hereof), whether direct or indirect, absolute or
      contingent, now or hereafter existing, whether pursuant to the terms of this
      Agreement or any document or instrument evidencing or securing the transaction
      contemplated hereby.




-7-




INDEPENDENT
      MANAGER .
      The
      term “Independent Manager” shall mean a natural person who is not at the time of
      initial appointment as a manager or at any time while serving as a manager
      of
      the Borrower and has not been at any time during the five (5) years preceding
      such initial appointment:




(a)  a
      stockholder, director, manager (with the exception of serving as an Independent
      Manager of the Borrower), officer, trustee, employee, partner, member, attorney
      or counsel of the Borrower, MIA in its capacity as the member of the Borrower
      or
      any Affiliate of either of them;




(b)  a
      creditor, customer, supplier or other person who derives any of its purchases
      or
      revenues from its activities with the Borrower, MIA in its capacity as the
      member of the Borrower, or any Affiliate or either of them;




(c)  a
      Person
      Controlling or under common Control with any Person excluded from serving as
      Independent Manager under (a) or (b); or




(d)  a
      member
      of the immediate family by blood or marriage of any Person excluded from serving
      as Independent Manager under (a) or (b).




A
      natural
      person who satisfies the foregoing definition other than subparagraphs (a)
      or
      (b) shall not be disqualified from serving as an Independent Manager of the
      Borrower if such individual is an Independent Manager provided by a
      nationally-recognized company that provides professional independent managers
      (a
“ Professional
      Independent Manager ”)
      and
      other corporate services in the ordinary course of its business.




INITIAL
      RECEIVABLES .
      The
      term “Initial Receivables” shall mean all Eligible Receivables listed in the
      schedule to the Notice of Pledge (as defined in the Custodial Agreement) dated
      December 28, 2006.




ITEMS .
      The
      term “Items” shall mean all cash payments, checks, drafts, or similar items of
      payment upon and/or proceeds of the Receivables.




LAW .
      The
      term “Law” shall mean any statute, law, regulation, ordinance, rule, treaty,
      judgment, order, decree, permit, concession, franchise, license, agreement
      or
      other governmental restriction of the United States or any state or political
      subdivision thereof or of any foreign country or any department, state, province
      or other political subdivision thereof.




LIABILITIES .
      The
      term “Liabilities” shall mean, as to any Person, all indebtedness, liabilities
      and obligations of such Person, whether matured or unmatured, liquidated or
      unliquidated, primary or secondary, direct or indirect, absolute, fixed or
      contingent, and whether or not required to be considered pursuant to
      GAAP.




-8-




LIEN .
      The
      term “Lien” shall mean, with respect to any property or assets, any right or
      interest therein of a creditor to secure Liabilities owed to it or any other
      arrangement with such creditor which provides for the payment of such
      Liabilities out of such property or assets or which allows such creditor to
      have
      such Liabilities satisfied out of such property or assets prior to the general
      creditors of any owner thereof, including any lien, mortgage, security interest,
      pledge, deposit, rights of a vendor under any title retention or conditional
      sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s
      or materialman’s lien, or any other charge or encumbrance for security purposes,
      whether arising by Law or agreement or otherwise, but excluding any right of
      offset which arises without agreement in the ordinary course of business. “Lien”
also includes any financing statement, any registration of a pledge (such as
      with an issuer of uncertificated securities), or any other arrangement or action
      which would serve to perfect a Lien described in the preceding sentence,
      regardless of whither such financing statement is filed, such registration
      is
      made, or such arrangement or action is undertaken before or after such Lien
      exists.




LIQUIDATED
      DAMAGES .
      The
      term “Liquidated Damages” shall have the meaning given to that term in the Fee
      Letter.




LOANS .
      The
      term “Loans” shall mean the Term Loan and the Revolving Loan.




LOAN
      DOCUMENTS .
      The
      term “Loan Documents” shall mean this Agreement, the Note, the Schedule, the
      Guaranty, the Guarantor Security Agreement, each Guarantor Account Control
      Agreement, the Fee Letter, the Sale and Servicing Agreement, each Transfer
      Instrument, the Borrower LLC Agreement, the Blocked Account Agreement, any
      Lockbox Agreement, the Custodial Agreement, the Collateral Agent Fee Letter,
      the
      Post Closing Agreement and all other documents, instruments, writings and other
      agreements executed in connection with this Agreement, together with any and
      all
      renewals, amendments, restatements or replacements thereof.




LOCKBOX .
      The
      term “Lockbox” shall mean any lockbox account set up pursuant to Section 3.9,
      into which all Obligors are directed to mail all payments in connection with
      all
      Receivables, and from which all cash receipts shall be deposited into the
      Blocked Account.




LOCKBOX
      AGREEMENT .
      The
      term “Lockbox Agreement” shall mean any agreement governing a Lockbox, in form
      and substance satisfactory to Lender in its sole discretion, as such may be
      amended, restated or otherwise modified from time to time.




MANCHESTER .
      The
      term “Manchester” shall mean Manchester Inc., a Nevada Corporation, together
      with its successors and permitted assigns.




MANCHESTER
      SPE. The term
“Manchester SPE” shall mean Nice Cars Funding, LLC, a Delaware limited liability
      company, and each other SPE (whether formed before, on or after the date hereof
      but excluding Borrower) which is at any time before, on or after the date hereof
      Controlled by Manchester.




MANCHESTER
      SPE INDEBTEDNESS .
      The
      term “Manchester SPE Indebtedness” shall mean all indebtedness (including,
      without limitation, principal, interest, fees and any other amounts),
      liabilities and obligations of any Manchester SPE which may at any time be
      owed
      to Lender, whether incurred before, on or after the date hereof, and howsoever
      arising.




-9-




MATERIAL
      ACTION .
      The
      term “Material Action” means to file any insolvency, or reorganization case or
      proceeding, to institute proceedings to have the Borrower be adjudicated
      bankrupt or insolvent, to institute proceedings under any applicable insolvency
      law, to seek any relief under any law relating to relief from debts or the
      protection of debtors, to consent to the filing or institution of bankruptcy
      or
      insolvency proceedings against the Borrower, to file a petition seeking, or
      consent to, reorganization or relief with respect to the Borrower under any
      applicable federal or state law relating to bankruptcy or insolvency, to seek
      or
      consent to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator, custodian, or any similar official of or for the Borrower or
      a
      substantial part of its property, to make any assignment for the benefit of
      creditors of the Borrower, to admit in writing the Borrower’s inability to pay
      its debts generally as they become due, or to take action in furtherance of
      any
      of the foregoing.




MATERIAL
      ADVERSE EFFECT .
      The
      term “Material Adverse Effect” means (i) a material and adverse effect on (a)
      Borrower’s, any Related Party’s, the Servicer’s or the Seller’s financial
      condition, consolidated or otherwise, (b) Borrower’s, any Related Party’s, the
      Servicer’s or the Seller’s consolidated business, assets, operations, properties
      or prospects, considered as a whole, or (c) Borrower’s ability to timely pay the
      Indebtedness or any Related Party’s, the Servicer’s or the Seller’s ability to
      timely pay its obligations as they come due (ii) a material and adverse effect
      on the validity or enforceability of any Loan Document against any Related
      Party, the Servicer or the Seller (to the extent a party thereto); or (iii)
      a
      material and adverse effect on the validity, perfection or priority of any
      Lien
      on a material portion of the Collateral or any other assets intended to be
      granted under or pursuant to any Loan Document to secure the
      Indebtedness.




MATURITY
      DATE .
      The
      term “Maturity Date” shall have the meaning set forth in Section 1.1(d) of
      Schedule A attached hereto.




MAXIMUM
      AMOUNT OF AN ELIGIBLE RECEIVABLE .
      The
      term “Maximum Amount of an Eligible Receivable” shall have the meaning set forth
      in Section 1.1(a)(iv) of Schedule A attached hereto.




MAXIMUM
      RATE .
      The
      term “Maximum Rate” shall mean the highest lawful and nonusurious rate of
      interest that at any time or from time to time may be contracted for, taken,
      reserved, charged, or received on the Note and the Indebtedness under Applicable
      Usury Law.




MAXIMUM
      TERM OF AN ELIGIBLE RECEIVABLE .
      The
      term “Maximum Term of an Eligible Receivable” shall have the meaning set forth
      in Section 1.1(a)(v) of Schedule A attached hereto.




MIA .
      The
      term “MIA” shall mean Manchester Indiana Acceptance, Inc., a Delaware
      corporation, together with its successors and permitted assigns.




MIO .
      The
      term “MIO” shall mean Manchester Indiana Operations, Inc., a Delaware
      corporation, together with its successors and permitted assigns.




-10-




NET
      TERM POOL BALANCE .
      The
      term “Net Term Pool Balance” shall have the meaning given to that term in the
      Fee Letter.




NET
      REVOLVING POOL BALANCE .
      The
      term “Net Revolving Pool Balance” shall have the meaning given to that term in
      the Fee Letter.




NOTE .
      The
      term “Note” shall mean that certain promissory note dated December 28, 2006 in
      the aggregate principal amount of $30,000,000, executed by Borrower and payable
      to the order of Lender, and all renewals, extensions, restatements, amendments,
      supplements or modifications thereof.




OBLIGOR .
      The
      term “Obligor” shall mean any Person or Persons that is or are an obligor
      (including without limitation any co-signor or guarantor) in respect of any
      Receivable.




OTHER
      CONVEYED PROPERTY .
      The
      term “Other Conveyed Property” shall have the meaning given to that term in the
      Sale and Servicing Agreement.




PATRIOT
      ACT .
      The
      term “Patriot Act” shall mean the Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
      P.L.
      107-56, as amended.




PERSON .
      The
      term “Person” shall mean an individual, partnership, corporation, limited
      liability company, limited liability partnership, joint venture, joint stock
      company, association, trust, unincorporated organization or any other entity
      or
      organization, including without limitation a government or agency or political
      subdivision thereof.




PLAN .
      The
      term “Plan” shall mean any pension plan that is covered by Title IV of ERISA and
      with respect to which Borrower or a Commonly Controlled Entity is an “Employer”
as defined in section 3(5) of ERISA.




POST
      CLOSING AGREEMENT .
      The
      term “Post Closing Agreement” shall mean the Post Closing Agreement dated
      December 28, 2006 among Manchester, MIA, MIO, the Borrower and Lender, as
      amended, and restated or otherwise modified from time to time.




PRIME
      RATE .
      The
      term “Prime Rate” shall mean the “Prime” rate of interest published each
      business day in The Wall Street Journal as the “Prime Rate”. If more than one
“Prime Rate” is published in The Wall Street Journal for a day, the highest of
      such “Prime Rates” shall be used. In the event that The Wall Street Journal is
      no longer published or ceases to publish the “Prime Rate”, Lender may substitute
      another publication publishing the “Prime Rate”, reasonably acceptable to
      Lender. In the event that “Prime Rates” are no longer generally published or are
      limited, regulated or administered by a governmental or quasi-governmental
      body,
      Lender may substitute another rate approximating the “Prime Rate” (and which
      substitute rate may be reasonably adjusted by Lender to the effect that such
      substitute rate will provide for an interest rate equivalent to the Stated
      Interest Rate which would have been effective if the “Prime Rate” were
      published).




-11-




RECEIVABLES .
      The
      term “Receivables” shall mean all retail installment sale contracts for Financed
      Vehicles conveyed to the Borrower from time to time pursuant to the Sale and
      Servicing Agreement and any Transfer Instrument and all rights of the Borrower
      thereunder.




RELATED
      PARTY .
      The
      term “Related Party” shall mean, collectively, the Borrower, the Seller, the
      Servicer, Manchester, MIA, MIO, each Guarantor and each other Person who have
      pledged or may at any time pledge any of their assets as collateral for the
      Indebtedness pursuant to this Agreement or any other Loan Document.




REQUEST
      FOR ADVANCE .
      The
      term “Request for Advance” shall mean a written request for an advance in the
      form of Exhibit
      A attached
      hereto and made a part hereof.




REQUEST
      FOR RELEASE OF DOCUMENTS .
      The
      term “Request for Release of Documents” shall have the meaning given to that
      term in the Custodial Agreement.




REPOSSESSION
      EXCESS AMOUNT .
      The
      term “Repossession Excess Amount” shall have the meaning given to that term in
      the Fee Letter.




RESERVE
      ACCOUNT SIDE LETTER AGREEMENT .
      The
      term “Reserve Account Side Letter Agreement” shall mean the Letter Agreement
      dated December 28, 2006 from Brazos Equities, LLC, to the Lender, as amended,
      and restated or otherwise modified from time to time.




REVOLVING
      APPLICABLE MARGIN .
      The
      term “Revolving Applicable Margin” shall have the meaning given to that term in
      the Fee Letter.




REVOLVING
      FACILITY .
      The
      term “Revolving Facility” shall mean the revolving loan facility granted to
      Borrower by Lender on the terms of Section 2.1(c) hereof.




REVOLVING
      FACILITY LIMIT .
      The
      term “Revolving Facility Limit” shall mean, as of any date of determination, an
      amount equal to the Amount of Credit Line less the principal balance of the
      Term
      Loan as of such date.




REVOLVING
      LOAN .
      The
      term “Revolving Loan” shall have the meaning given to that term in Section
      2.1(c) of this Agreement.




REVOLVING
      LOAN BORROWING BASE .
      The
      term “Revolving Loan Borrowing Base” shall have the meaning given to that term
      in the Fee Letter.




REVOLVING
      LOAN RECEIVABLES POOL .
      The
      term “Revolving Loan Receivables Pool” shall mean all Eligible Receivables
      listed in schedules to Notices of Pledge (as defined in the Custodial Agreement)
      dated after the Effective Date, together with any Eligible Receivables which
      become part of the Revolving Loan Receivables Pool pursuant to Section 2.5
      of
      this Agreement provided that, when the principal balance of the Term Loan has
      been reduced to zero, the “Revolving Loan Receivables Pool” shall mean all
      Eligible Receivables.




SALE
      AND SERVICING AGREEMENT .
      The
      term “Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement
      dated December 28, 2006 among the Borrower, the Seller and the Servicer, as
      amended, and restated or otherwise modified from time to time.




-12-




SCHEDULE
      A .
      The
      term “Schedule A” shall mean Schedule A of this Agreement dated December 28,
      2006 executed by Borrower, as amended, supplemented or restated from time to
      time, upon written agreement of Lender and Borrower.




SECURED
      OBLIGATIONS .
      The
      term “Secured Obligations” shall have the meaning given to that term in Section
      3.1.




SECURED
      PARTIES .
      The
      term “Secured Parties” shall mean Lender and the Collateral Agent.




SELLER .
      The
      term “Seller” shall mean MIA, in its capacity as the Seller under the Sale and
      Servicing Agreement.




SELLER
      DEFAULT .
      The
      term “Seller Default” shall have the meaning given to that term in Annex A of
      the Sale and Servicing Agreement.




SERVICER .
      The
      term “Servicer” shall mean Manchester, in its capacity as Servicer under the
      Sale and Servicing Agreement, together with its successors and permitted assigns
      in such capacity.




SERVICER
      TERMINATION EVENT .
      The
      term “Servicer Termination Event” shall have the meaning given to that term in
      the Sale and Servicing Agreement.




SERVICING
      FEE .
      The
      term “Servicing Fee” shall have the meaning given to that term in the Sale and
      Servicing Agreement.




SERVICING
      GUIDELINES .
      The
      term “Servicing Guidelines” shall have the meaning given to that term in the
      Sale and Servicing Agreement.




SETTLEMENT
      DATE .
      The
      term “Settlement Date” means, the 15th day of each calendar month (or, if such
      day is not a Business Day, the next following Business Day).




SPE. The term
“SPE” shall mean a special purpose entity whose formation documents contain
      restrictions on its activities similar to those set forth in Section 6.3 of
      this
      Agreement.




STATED
      INTEREST RATE .
      The
      term “Stated Interest Rate” shall have the meaning given to that term in the Fee
      Letter.




TERM
      APPLICABLE MARGIN .
      The
      term “Term Applicable Margin” shall have the meaning given to that term in the
      Fee Letter,




TERM
      LOAN .
      The
      term “Term Loan” shall have the meaning given to that term in Section 2.1(a) of
      this Agreement.




TERM
      LOAN FLOOR .
      The
      term “Term Loan Floor” shall have the meaning given to that term in the Fee
      Letter.




-13-




TERM
      LOAN TARGET AMOUNT .
      The
      term “Term Loan Target Amount” shall have the meaning given to that term in the
      Fee Letter.




TERM
      LOAN RECEIVABLES POOL .
      The
      term “Term Loan Receivables Pool” shall mean the Eligible Receivables listed in
      the schedules to each Notice of Pledge (as defined in the Custodial Agreement)
      dated on or prior to the Effective Date, together with any Eligible Receivables
      which become part of the Term Loan Receivables Pool pursuant to Section 2.5
      of
      this Agreement.




TRANSFER
      INSTRUMENT .
      The
      term “Transfer Instrument” shall have the meaning given to that term in the Sale
      and Servicing Agreement.




UCC .
      The
      term “UCC” shall mean the Uniform Commercial Code as in effect in the State of
      New York.




UNDERWRITING
      GUIDELINES .
      The
      term “Underwriting Guidelines” shall mean the Seller’s customary credit and
      underwriting guidelines as of the date hereof, a copy of which has been
      delivered to Lender, as such guidelines are amended from time to time; provided
      that such amendments have been approved by Lender in writing.




VOLUNTARY
      TERMINATION .
      The
      term “Voluntary Termination” shall have the meaning given to such term in
      Section 2.6 of this Agreement.




VOLUNTARY
      TERMINATION DATE .
      The
      term “Voluntary Termination Date” shall have the meaning given to such term in
      Section 2.6 of this Agreement.




VOLUNTARY
      TERMINATION NOTICE .
      The
      term “Voluntary Termination Notice” shall have the meaning given to such term in
      Section 2.6 of this Agreement.




**Section
      1.2.** **EXHIBITS
      AND SCHEDULES; ADDITIONAL DEFINITIONS** .
      All
      Exhibits and Schedules attached to this Agreement are a part hereof for all
      purposes. Reference is hereby made to Schedule A for the meaning of certain
      terms defined therein and used but not defined herein, which definitions are
      incorporated herein by reference. All terms defined in the UCC and not otherwise
      defined herein (including, without limitation, chattel paper, commercial tort
      claims, deposit accounts, documents, equipment, fixtures, general intangibles,
      goods, instruments, inventory, investment property, letter-of-credit rights,
      supporting obligations, and proceeds) shall have the meanings assigned to them
      in the UCC. All accounting terms not specifically defined herein shall be
      construed in accordance with GAAP.




**Section
      1.3.** **AMENDMENT
      OF DEFINED DOCUMENTS** .
      Unless
      the context otherwise requires or unless otherwise provided herein the terms
      defined in this Agreement which refer to a particular agreement, instrument
      or
      document also refer to and include all renewals, extensions, modifications,
      amendments and restatements of such agreement, instrument or documents provided
      that nothing contained in this Section shall be construed to authorize any
      such
      renewal, extension, modification, amendment or restatement.




**Section
      1.4.** **REFERENCES
      AND TITLES** .
      All
      references in this Agreement to Exhibits, Schedules, articles, sections,
      subsections and other subdivisions refer to the Exhibits, Schedules, articles,
      sections, subsections and other subdivisions of this Agreement unless expressly
      provided otherwise. Exhibits and Schedules to any Loan Document shall be deemed
      incorporated by reference in such Loan Document. References to any document,
      instrument, or agreement (a) shall include all exhibits, schedules and other
      attachments thereto and (b) shall include all documents, instruments or
      agreements issued or executed in replacement thereof. Titles appearing at the
      beginning of any subdivisions are for convenience only and do not constitute
      any
      part of such subdivisions and shall be disregarded in construing the language
      contained in such subdivisions. The words “this Agreement”, “herein”, “hereof”,
“hereby”, “hereunder” and words of similar import refer to this Agreement as a
      whole and not to any particular subdivision unless expressly so limited. The
      phrases “this section” and “this subsection” and similar phrases refer only to
      the sections or subsections hereof in which such phrases occur. The word “or” is
      not exclusive, and the word “including” (in its various forms) means “including
      without limitation”. References to “days” shall mean calendar days unless the
      term Business Day is used. Unless otherwise specified, references herein to
      any
      particular Person also refer to its successors and permitted
      assigns.




-14-




**ARTICLE
      2**


**LOAN(S),
      INTEREST RATE AND OTHER CHARGES; GUARANTY**




**Section
      2.1.** **TERM
      LOAN AND REVOLVING FACILITY** .




(a)  Subject
      to the terms, covenants and conditions hereinafter set forth (including, without
      limitation, the terms set forth in Schedule A attached hereto), Lender hereby
      agrees to make to Borrower on the date hereof a term loan (the “ Term
      Loan ”)
      in a
      principal amount of $21,103,692.02.




(b)  Borrower
      hereby covenants to pay to Lender the entire principal amount of the Term Loan,
      together with accrued interest thereon, on or before the Maturity Date (subject
      to earlier mandatory repayment on the terms of this Agreement), and to repay
      principal of the Term Loan as provided under Section 2.5 and Section 2.11 of
      this Agreement. The Borrower shall not be permitted to reborrow repayments
      of
      principal of the Term Loan for any reason.




(c)  Subject
      to the terms, covenants and conditions hereinafter set forth (including, without
      limitation, the terms set forth in Schedule A attached hereto), Lender agrees
      upon the Borrower’s request from time to time (but in no event more often than
      once per week) until the Maturity Date, to make advances to Borrower under
      the
      Revolving Facility (such advances, the “Revolving Loan”) in an aggregate amount
      not to exceed at any time outstanding the lesser of the following: (i) the
      Revolving Facility Limit or (ii) the Revolving Loan Borrowing Base. The minimum
      amount of any advance made hereunder shall not be less than the amount set
      forth
      in Section 2.1(a)(i) of Schedule A hereto. Within the limits of this Section
      2.1(c), Borrower may borrow, repay and reborrow advances under the Revolving
      Facility.




(d)  The
      obligation of Borrower to repay to Lender the aggregate amount of the Loans
      made
      by Lender, together with interest accruing in connection therewith, is evidenced
      by the Note. The amount of principal owing on the Note at any given time shall
      be the aggregate amount of the Loans theretofore made by Lender minus all
      payments of principal theretofore received by Lender on the Note. Interest
      on
      the Note shall accrue and be due and payable as provided herein and therein.
      The
      Note shall be due and payable as provided herein and therein and shall be due
      and payable in full on the Maturity Date and Borrower unconditionally promises
      to pay the Note in full on the Maturity Date.




-15-





**Section
      2.2.** **INTEREST
      RATE.** ****




(a)  Unless
      the Default Rate shall apply, the outstanding principal balances of the Term
      Loan and the Revolving Loan shall bear interest at the applicable Stated
      Interest Rate on each day outstanding. If Lender is ever prevented from charging
      or collecting interest at the applicable Stated Interest Rate because interest
      at such rate would exceed the Maximum Rate, then the applicable Stated Interest
      Rate shall be the Maximum Rate until Lender has charged and collected the full
      amount of interest chargeable and collectable had the applicable Stated Interest
      Rate always been lawfully chargeable and collectible.




(b)  Interest
      due on the principal balance of the Loans outstanding shall be payable monthly
      in arrears and shall be computed for the actual number of days elapsed during
      the month in question on the basis of a year consisting of three hundred sixty
      (360) days and shall be calculated by determining the average daily principal
      balance outstanding for each day of the month in question. The daily rate shall
      be equal to 1/360th times the applicable Stated Interest Rate (but shall not
      exceed the Maximum Rate).




**Section
      2.3.** **PAYMENTS** .
      Borrower will make each payment which it owes under the Loan Documents to Lender
      in lawful money of the United States of America, without set-off, deduction
      or
      counterclaim, and in immediately available funds. The Borrower’s obligations to
      make payments to Lender hereunder may be satisfied either by payment being
      made
      to Lender by the Collateral Agent from the Collection Account pursuant to
      Section 2.11 or by payment being made by the Borrower directly to Lender. Each
      such payment must be received by Lender not later than noon, New York, New
      York
      time, on the date such payment becomes due and payable. Any payment received
      by
      Lender after such time will be deemed to have been made on the following
      Business Day Each payment under a Loan Document shall be due and payable at
      the
      place provided therein and, if no specific place of payment is provided, shall
      be due and payable at the place of payment of the Note. The Indebtedness shall
      be due and payable as follows:




(a)  Accrued
      but unpaid interest for each calendar month during the term hereof shall be
      due
      and payable, in arrears, on or before the related Settlement Date, and with
      respect to any month in which a Facility Termination Date occurs, accrued but
      unpaid interest for such calendar month commencing on the first day of such
      month and continuing through the Facility Termination Date shall be due and
      payable, in arrears, on the Facility Termination Date;




(b)  Costs,
      fees and expenses payable pursuant to this Agreement shall be due and payable
      by
      Borrower to Lender or to such other person(s) designated by Lender in writing
      on
      demand; and




-16-




(c)  The
      entire outstanding balance of the Indebtedness shall be due and payable, if
      not
      prepaid, on the Facility Termination Date.




**Section
      2.4.** **PAYMENT
      DUE ON A NON-BUSINESS DAY** .
      If any
      payment of the Indebtedness falls due on a day other than a Business Day, then
      such due date shall be extended to the next succeeding Business Day and, in
      the
      case of a payment of principal or past due interest, interest shall accrue
      and
      be payable thereon for the period of such extension as provided in the Loan
      Document under which such payment is due.




**Section
      2.5.** **MANDATORY
      PAYMENTS** .
      If at
      any time the aggregate principal amount of the Loans exceed the Collateral
      Base,
      Borrower shall immediately and without notice repay to Lender a principal amount
      of the Loans (to be applied first to the Term Loan until reduced to zero and
      second to the Revolving Loan) or otherwise in the discretion of the Lender
      sufficient to eliminate such excess or, with the Lender’s prior written consent,
      assign and deliver additional Eligible Receivables sufficient for such purpose
      (which additional Eligible Receivables shall become part of the Term Loan
      Receivables Pool unless the principal balance of the Term Loan is reduced to
      zero, in which case such Eligible Receivables shall become part of the Revolving
      Loan Receivables Pool).




If
      at any
      time the principal amount of the Revolving Loan exceeds the lesser of (i) the
      Revolving Facility Limit and (ii) the Revolving Loan Borrowing Base, Borrower
      shall immediately and without notice, repay to Lender an amount sufficient
      to
      eliminate such excess, or, with the Lender’s prior written consent, assign and
      deliver additional Eligible Receivables sufficient for such purpose (which
      additional Eligible Receivables shall become part of the Revolving Loan
      Receivables Pool).




In
      the
      event Borrower sells, transfers, assigns or otherwise disposes of all or any
      portion of its Receivables, other than in the ordinary course of business
      (subject at all times to the restrictions set forth in Section 6.2(c) of this
      Agreement), Borrower shall immediately apply all proceeds of any such sale,
      transfer, assignment or other disposition to reduce the outstanding balance
      of
      the Indebtedness in accordance with Section 2.9.




**Section
      2.6.** **VOLUNTARY
      PREPAYMENTS** .
      Borrower may, at any time, terminate financing under this Agreement and prepay
      the Indebtedness in full (but not in part except as expressly provided herein)
      (a “ Voluntary
      Termination ”)
      by
      providing Lender with written notice (the “ Voluntary
      Termination Notice ”)
      at
      least ninety (90) calendar days prior to the specific date upon which Borrower
      intends to cease financing hereunder and prepay the Indebtedness in full (the
      “ Voluntary
      Termination Date ”).
      After
      receipt of the Voluntary Termination Notice, Lender shall cease making advances
      under this Agreement and all Indebtedness shall be immediately due and payable
      upon the earlier of the Maturity Date or the Voluntary Termination Date, as
      applicable. In connection with a Voluntary Termination, the Indebtedness owing
      and to be paid by Borrower to Lender on the Voluntary Termination Date shall
      include as liquidated damages, not as a penalty, the Liquidated Damages.
      Notwithstanding any other provision of any Loan Document, no termination of
      financing under this Agreement shall affect Lender’s rights or any of the
      Indebtedness existing as of the Voluntary Termination Date, and the provisions
      of the Loan Documents shall continue to be fully operative until the
      Indebtedness (other than indemnity obligations under the Loan Documents that
      are
      not then due and payable or for which any events or claims that would give
      rise
      thereto are not then pending) have been fully performed and indefeasibly paid
      in
      cash in full. The Liens granted to the Collateral Agent for the benefit of
      Lender under the Loan Documents and the financing statements filed pursuant
      thereto and the rights and powers of Secured Parties thereunder shall continue
      in full force and effect until (a) all of the Indebtedness (other than indemnity
      obligations under the Loan Documents that are not then due and payable or for
      which any events or claims that would give rise thereto are not then pending)
      has been fully performed and indefeasibly paid in full in cash, and (b)
      financing under this Agreement has been terminated, as provided herein. Lender
      hereby agrees to give Borrower written confirmation of the amount of the
      Indebtedness in a timely fashion following receipt of a Voluntary Termination
      Notice. Except as provided in this Section 2.6 or as otherwise expressly
      provided in this Agreement, Borrower may not voluntarily prepay the Term Loan
      or
      the Revolving Loan.




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**Section
      2.7.** **MAXIMUM
      INTEREST; CONTROLLING AGREEMENT** .
      The
      contracted rate of interest on the Loans without limitation, shall consist
      of
      the following: (i) the Stated Interest Rate, calculated and applied to the
      principal balance of the Note in accordance with the provisions of the Note
      and
      this Agreement; (ii) additional interest charged when the Default Rate is
      charged pursuant to the terms hereof, calculated and applied to the amounts
      due
      under the Note in accordance with the provisions of the Note and this Agreement;
      and (iii) all Additional Sums, if any. Borrower agrees to pay an effective
      contracted for rate of interest which is the sum of the above-referenced
      elements.




(a)  All
      fees,
      charges, float, goods, things in action or any other sums or things of value
      (other than amounts described in the immediately previous paragraph), paid
      or
      payable by Borrower (collectively, the “ Additional
      Sums ”),
      whether pursuant to the Note, this Agreement or any other documents or
      instruments in any way pertaining to this lending transaction, or otherwise
      with
      respect to this lending transaction, that under any applicable Law may be deemed
      to be interest with respect to this lending transaction, for the purpose of
      any
      applicable Law that may limit the maximum amount of interest to be charged
      with
      respect to this lending transaction, shall be payable by Borrower as, and shall
      be deemed to be, additional interest and for such purposes only, the agreed
      upon
      and “contracted for rate of interest” of this lending transaction shall be
      deemed to be increased by the rate of interest resulting from the inclusion
      of
      the Additional Sums.




(b)  It
      is the
      intent of the parties to comply with Applicable Usury Law. Accordingly, it
      is
      agreed that notwithstanding any provisions to the contrary in the Loan
      Documents, or in any of the documents securing payment hereof or otherwise
      relating hereto, in no event shall the Loan Documents or such other documents
      require the payment or permit the collection of interest in excess of the
      Maximum Rate permitted by Applicable Usury Law. In the event (i) any such excess
      of interest otherwise would be contracted for, charged or received from Borrower
      or otherwise in connection with the Loans or other Indebtedness, or (ii) the
      Maturity Date is accelerated in whole or in part, or (iii) all or part of the
      principal or interest of the Loans shall be prepaid, so that under any of such
      circumstances the amount of interest contracted for, charged or received in
      connection with the Loans, would exceed the Maximum Rate permitted by Applicable
      Usury Law, then in any such event (1) the provisions of this paragraph shall
      govern and control, (2) neither Borrower, any Guarantor nor any other Person
      now
      or hereafter liable for the payment of any Indebtedness will be obligated to
      pay
      the amount of such interest to the extent that it is in excess of the Maximum
      Rate, (3) any such excess which may have been collected shall be either applied
      as a credit against the then unpaid principal amount of the Indebtedness or
      refunded to Borrower, at Lender’s option, and (4) the effective rate of interest
      will be automatically reduced to the Maximum Rate. It is further agreed, without
      limiting the generality of the foregoing, that to the extent permitted by
      Applicable Usury Law, (i) all calculations of interest which are made for the
      purpose of determining whether such rate would exceed the Maximum Rate shall
      be
      made by amortizing, prorating, allocating and spreading during the period of
      the
      full stated term of the Loans, all interest at any time contracted for, charged
      or received from Borrower or otherwise in connection with the Loans; and (ii)
      in
      the event that the effective rate of interest on the Loans should at any time
      exceed the Maximum Rate, such excess interest that would otherwise have been
      collected had there been no ceiling imposed by Applicable Usury Law shall be
      paid to Lender from time to time, if and when the effective interest rate on
      the
      Loans otherwise falls below the Maximum Rate, to the extent that interest paid
      to the date of calculation does not exceed the Maximum Rate, until the entire
      amount of interest which would have otherwise been collected had there been
      no
      ceiling imposed by Applicable Usury Law has been paid in full. Borrower further
      agrees that should the Maximum Rate be increased at any time hereafter because
      of a change in the Law, then to the extent not prohibited by Applicable Usury
      Law, such increases shall apply to all Indebtedness evidenced hereby regardless
      of when incurred; but, again to the extent not prohibited by Applicable Usury
      Law, should the Maximum Rate be decreased because of a change in the Law, such
      decreases shall not apply to the Indebtedness evidenced hereby regardless of
      when incurred.




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**Section
      2.8.** **INTEREST
      AFTER DEFAULT** .
      Upon
      the occurrence and during the continuation of an Event of Default, Borrower
      shall pay Lender interest on the daily outstanding balance of the Loans at
      the
      Default Rate; provided, however, the Default Rate shall never exceed the Maximum
      Rate.




**Section
      2.9.** **APPLICATION
      OF PAYMENTS** .
      The
      amount of all payments or amounts received by Lender with respect to the
      Indebtedness shall be applied to the extent applicable under this Agreement
      and
      subject to Section 2.11: (a) first, to any late fees, overdue risk assessments,
      examination fees and expenses, collection fees and expenses, legal fees and
      expenses and any other fees and expenses (including, without limitation, the
      Asset Management Fee) due to Lender hereunder; (b) then, to accrued and unpaid
      interest through the date of such payment, including any interest calculated
      at
      the Default Rate in accordance with Section 2.8 hereof; and (c) last, the
      remaining balance, if any, to the unpaid principal balance of the Indebtedness;
      provided, however, while a Default exists under the Loan Documents, each payment
      hereunder shall be applied to amounts owed to Lender by Borrower as Lender
      in
      its sole discretion may determine. In calculating interest and applying payments
      as set forth above; (a) interest shall be calculated and collected through
      the date a payment is actually applied by Lender under the terms of this
      Agreement; (b) interest on the outstanding balance shall be charged during
      any
      grace period permitted hereunder; (c) at the end of each month, all accrued
      and
      unpaid interest and other charges provided for hereunder shall be added to
      the
      principal balance of the Loans; and (d) to the extent that Borrower makes a
      payment or Lender receives any payment or proceeds of the Collateral for
      Borrower’s benefit that is subsequently invalidated, set aside or required to be
      repaid to any other Person, then, to such extent, the obligations intended
      to be
      satisfied shall be revived and continue as if such payment or proceeds had
      not
      been received by Lender and Lender may adjust the outstanding balance of the
      Indebtedness as Lender, in its sole discretion, deems appropriate under the
      circumstances.




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**Section
      2.10.** **ASSET
      MANAGEMENT FEE** .
      The
      Borrower shall pay to Lender the Asset Management Fee, as provided in the Fee
      Letter and in accordance with Section 2.11.




**Section
      2.11.** **DISTRIBUTIONS
      FROM THE COLLECTION ACCOUNT** .
      In
      accordance with the Availability Report delivered to Lender and the Collateral
      Agent by the Servicer on the Determination Date and approved by Lender (as
      set
      forth in Section 4.9 of the Sale and Servicing Agreement), all funds on deposit
      in the Collection Account shall be distributed on each Settlement Date by the
      Collateral Agent as follows:




*First* ,
      pari
      passu to the Custodian and the Collateral Agent, the Custodian Fee (including
      all expenses of the Custodian, if any, in an amount not to exceed $25,000 per
      annum) and the Collateral Agent Fee (including all expenses of the Collateral
      Agreement, if any, in an amount not to exceed $50,000 per annum) payable on
      such
      Settlement Date;




*Second* ,
      to
      Lender, all fees and expenses then due and owing to Lender pursuant to this
      Agreement or any other Loan Document, including the Asset Management
      Fee;




*Third* ,
      to the
      Servicer, the Servicing Fee with respect to such Settlement Date;




*Fourth* ,
      to
      Lender, unpaid interest on the Loans, accrued in accordance with this Agreement
      up to and including the final day of the calendar month immediately preceding
      such Settlement Date;




*Fifth* ,
      to
      Lender, a repayment of principal of the Revolving Loan in an amount necessary
      to
      cause the amount of the Revolving Loan to be no greater than the lesser of
      (i)
      the Revolving Facility Limit and (ii) the Revolving Loan Borrowing
      Base;




*Sixth* ,
      to
      Lender, a repayment of principal of the Term Loan in an amount equal to the
      lesser of (i) the Term Loan Target Amount and (ii) the amount of all remaining
      funds on deposit in the Collection Account;




*Seventh* ,
      to
      Lender, on each Settlement Date following the occurrence of an Event of Default,
      a repayment of principal in an amount necessary to reduce the amount of the
      Loans to zero;




*Eighth* ,
      to
      Lender, the Collateral Agent, the Custodian and any other indemnified party
      (other than Borrower, the Servicer or the Seller) pursuant to the terms of
      this
      Agreement or any other Loan Document, sequentially in that order, an amount
      equal to all fees, costs, expenses, indemnities, reimbursements and other
      payments then due and owing to such person pursuant to this Agreement or any
      other Loan Document;




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*Ninth* ,
      to
      Lender, the amount of any Manchester SPE Indebtedness which is due and unpaid
      (and any payment made to Lender under this clause *ninth* shall
      reduce pro tanto such Manchester SPE Indebtedness);




*Tenth* ,
      to any
      Manchester SPE, the amount of any payment made by such Manchester SPE in respect
      of the Loans; and




*Eleventh* ,
      to the
      Borrower, or to such other person as the Borrower shall direct the Collateral
      Agent in writing, all remaining funds.




Notwithstanding
      anything herein or in any other Loan Document to the contrary, no distributions
      shall be made pursuant to clause *eleventh* of this
      Section 2.11 at any time following the occurrence and during the continuance
      of
      an Event of Default or a Default.




**Section
      2.12.** **CAPITAL
      ADEQUACY** .




(a)  If
      either
      (i) the introduction or change in the implementation after December 28, 2006
      of
      or the compliance with or any change after the date hereof in or in the
      interpretation of any Law regarding the lending contemplated hereby, or
      (ii) the introduction or change in the implementation after December 28,
      2006 or the compliance with any request, directive or guideline issued after
      December 28, 2006 from any central bank or other governmental authority (whether
      or not having the force of Law) regarding the lending contemplated hereby has
      or
      would have the effect of reducing the rate of return on Lender’s capital, or on
      the capital of any Person controlling Lender, as a consequence of the Loans
      made
      by Lender, to a level below that which Lender or such Person could have achieved
      but for such change (taking into consideration Lender’s policies and the
      policies of any such Person with respect to capital adequacy), then from time
      to
      time Borrower will pay to Lender, within three (3) Business Days of demand
      therefore by Lender, such additional amount or amounts as will compensate Lender
      or such Person for such reduction.




(b)  A
      certificate of Lender setting forth such amount or amounts as shall be necessary
      to compensate Lender with respect to the preceding subsection (a) when delivered
      to Borrower shall be conclusive absent manifest error.




**Section
      2.13.** **DETERMINATIONS
      CONCLUSIVE** .
      All
      determinations made by Lender of any amounts payable by the Borrower hereunder
      (whether of principal, interest, fees, expenses or otherwise) shall be
      conclusive absent manifest error.




**Section
      2.14.** **COLLECTION
      ACCOUNT** .
      The
      amount at any time credited to the Collection Account shall be invested in
      the
      name of the Collateral Agent in such Eligible Investments as instructed by
      Lender in writing, or if not so instructed, as described in clause (iv) of
      the
      definition thereof. All Eligible Investments shall mature or be subject to
      redemption or withdrawal on or before, and shall be held until, the Business
      Day
      preceding the related Settlement Date. All investment earnings from Eligible
      Investments in the Collection Account from time to time shall be credited to
      the
      Collection Account and included as Collections on the next succeeding Settlement
      Date, provided that Lender shall be entitled to a four (4) day float on all
      Collections which float shall be paid to Lender as additional interest on the
      Loans pursuant to clause Fourth of Section 2.11. If there is any loss on any
      Eligible Investment, the Borrower shall promptly remit the amount of the loss
      to
      the Collateral Agent, for deposit into the Collection Account, no later than
      the
      Business Day preceding the next following Settlement Date. All funds deposited
      in the Collection Account (including any interest and earnings thereon) from
      time to time shall constitute the property and assets of the Borrower and
      Borrower shall be solely liable for any taxes payable with respect to the
      Collection Account.




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**Section
      2.15.** **GUARANTY******




Borrower
      hereby irrevocably, absolutely, and unconditionally guarantees to Lender the
      prompt, complete, and full payment when due, and no matter how the same shall
      become due, of the Manchester SPE Indebtedness. Without limiting the generality
      of the foregoing, Borrower’s liability under this Section 2.15 shall extend to
      and include all post-petition interest, expenses, and other duties and
      liabilities of any Manchester SPE to Lender, which would be owed by any
      Manchester SPE but for the fact that they are unenforceable or not allowable
      due
      to the existence of a bankruptcy, reorganization, or similar proceeding
      involving any Manchester SPE. If any Manchester SPE shall for any reason fail
      to
      pay any Manchester SPE Indebtedness, as and when such Manchester SPE
      Indebtedness shall become due and payable, whether at its stated maturity,
      as a
      result of the exercise of any power to accelerate, or otherwise, Borrower will
      forthwith, upon demand by Lender, pay such Manchester SPE Indebtedness in full
      to Lender. As between Borrower and Lender, the obligations of Borrower under
      this Section 2.15 shall be considered a primary and liquidated liability of
      Borrower. The obligations of Borrower under this Section 2.15 are a continuing
      guaranty and shall apply to and cover all Manchester SPE Indebtedness and
      renewals and extensions thereof and substitutions therefor from time to time.
      No
      action which Lender may take or omit to take in connection with any Manchester
      SPE Indebtedness or any security therefor shall release or diminish the
      Borrower’s obligations under this Section 2.15, regardless of whether any such
      action or inaction may increase the Manchester SPE Indebtedness. Lender may
      invoke the benefits of the obligations of Borrower under this Section 2.15
      before pursuing any remedies against any Manchester SPE or any other Person
      and
      before proceeding against any security now or hereafter existing for the payment
      or performance of any Manchester SPE Indebtedness. Borrower hereby waives (i)
      notice of the incurrence of any Manchester SPE Indebtedness by any Manchester
      SPE; (ii) notice that Lender, any Manchester SPE or any other Person has taken
      or omitted to take any action relating to any Manchester SPE Indebtedness;
      (iii)
      default, demand, presentment for payment, and notice of default, demand,
      dishonor, nonpayment, or nonperformance; (iv) notice of intention to accelerate,
      notice of acceleration, protest, notice of protest, notice of any exercise
      of
      remedies; and (iv) all other notices of any kind whatsoever.




**ARTICLE
      3**


**SECURITY**




**Section
      3.1.** **SECURITY
      INTEREST** .
      To
      secure the prompt payment to Lender of the Indebtedness and any and all other
      obligations owed by Borrower to Lender, whether now existing or hereinafter
      arising (the “ Secured
      Obligations ”),
      Borrower hereby irrevocably grants to the Collateral Agent for the benefit
      of
      Lender a first and continuing security interest in all of the Borrower’s right,
      title and interest in and to the Receivables and the Other Conveyed Property
      and
      all of the other property and assets of Borrower, whether now owned or existing
      or hereafter acquired (the “ Collateral ”):
      including, without limitation, all accounts, general intangibles, deposit
      accounts and other bank accounts wherever maintained and established (and all
      moneys and funds at any time paid, deposited, credited or held in such
      accounts), deposits, downpayments, chattel paper, instruments, equipment,
      inventory, goods, fixtures, letter-of-credit rights, software, documents,
      investment property, payment intangibles, supporting obligations, contract
      rights and all books and records related to the foregoing, and all proceeds
      (including, without limitation, “proceeds” as defined in Article 9 of the UCC)
      of any of the foregoing, including without limitation interest, dividends,
      cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of or in exchange for or on account of the
      sale
      or other disposition of any or all of the foregoing, and all additions and
      accessions to any of the foregoing. Without limiting the foregoing, the
      Collateral shall also include, without limitation, the following:




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(a)  All
      right, title and interest of the Borrower in and to the Contracts with respect
      to the Receivables, the Transfer Instruments and the other Loan
      Documents;




(b)  All
      right, title and interest of the Borrower in and to all other property whether
      now or hereafter owned, acquired or held by the Borrower which secure (or
      constitute collateral for) any of the Receivables and the Contracts (including
      the Auto Titles) or other instruments or agreements which evidence any of the
      Receivables, including without limitation, all right, title and interest in
      and
      to all financing statements perfecting such security interests in any of the
      foregoing;




(c)  All
      right, title and interest of the Borrower in and to all guaranties and other
      instruments by which any Person guarantees the payment or performance of the
      Receivables;




(d)  All
      right, title and interest of the Borrower in and to all insurance policies
      pertaining to or obtained by any Obligor or the Borrower in connection with,
      or
      arising out of, any Contract;




(e)  All
      right, title and interest of the Borrower in and to all commitments and other
      agreements to purchase any Receivables;




(f)  All
      right, title and interest of the Borrower in and to all collections on, and
      proceeds of or from, any and all of the foregoing;




(g)  All
      files, surveys, certificates, correspondence, appraisals, computer programs,
      software, tapes, discs, cards, accounting records, and other records,
      information, and data of the Borrower relating to the Receivables (including
      all
      information, data, programs, tapes, discs and cards necessary to administer
      and
      service such Receivables);




(h)  All
      contract rights, accounts, rights to payment of money, and general intangibles,
      relating to such documents and contracts described in (a) through (g) above
      and
      as to all such Collateral described in (a) through this subparagraph (h) whether
      now existing or hereafter at any time acquired or arising;




-23-




(i)  All
      now
      existing or hereafter arising rights to service, administer and/or collect
      on
      the Receivables and all rights to the payment of money on account of such
      servicing, administration and/or collection activities;




(j)  All
      monies, securities and property, now or hereafter held, received by, or
      entrusted to, in the possession or under the control of any Secured Party or
      a
      bailee of Lender and all investment property now or hereafter owned by the
      Borrower;




(k)  All
      accessions to, substitutions for and all replacements, products and proceeds
      of
      the foregoing, including, without limitation, proceeds of insurance policies
      (including but not limited to claims paid and premium refunds); and




(l)  All
      books
      and records (including, without limitation, customer lists, credit files, tapes,
      ledger cards, computer software and hardware, electronic data processing
      software, computer printouts and other computer materials and records) of the
      Borrower evidencing or containing information regarding any of the
      foregoing.




**Section
      3.2.** **FINANCING
      STATEMENTS AND FURTHER ASSURANCES** .




(a)  Borrower
      hereby authorizes Secured Parties to file UCC-1 Financing Statements with
      respect to the Collateral, and any amendments or continuations relating thereto.
      Borrower hereby agrees to execute any other instruments or documents reasonably
      necessary to evidence, preserve or protect the security interest of the
      Collateral Agent for the benefit of Lender in the Collateral. Borrower shall
      not
      allow any financing statement or notice of assignment of any Receivables, other
      than those filed in favor of the Collateral Agent for the benefit of Lender,
      to
      be on file in any public office covering any Collateral, proceeds thereof or
      other matters subject to the security interest granted to the Collateral Agent
      for the benefit of Lender.




(b)  Borrower
      hereby agrees to deliver to Lender, at such places as Lender may reasonably
      designate, schedules executed by Borrower, listing the Receivables and fully
      and
      correctly specifying in adequate detail the aggregate unmatured unpaid face
      amount of each Receivable and the amount of the deferred installments thereof
      falling due each month. These schedules shall be in form and tenor satisfactory
      to or supplied by Lender. Borrower further warrants and agrees that in each
      case
      where the terms of any Receivable require the Borrower or the related Obligor
      to
      place or carry fire insurance or other insurance in respect of the merchandise
      or property to which such Receivable relates, the Borrower shall or shall cause
      such Obligor to maintain such insurance until the full amount of such Receivable
      is collected and if not, Lender, at its option, may place and maintain such
      insurance, charging the cost thereof to Borrower.




**Section
      3.3.** **DELIVERY
      OF RECEIVABLES** .
      Borrower hereby agrees to deliver to the Custodian (i) the original Contract
      evidencing each Eligible Receivable, together with all related credit
      applications, truth-in-lending disclosures, credit reports and similar
      information provided by or related to each Obligor for such Eligible Receivable,
      and (ii) all applications for Auto Title, guaranties of title, the original
      Auto
      Title documentation relating to each Auto Title and all other related
      information, each as required by and in accordance with the Auto Title
      Procedures. All Receivables shall, regardless of their location, be deemed
      to be
      under the dominion and control of the Collateral Agent for the benefit of Lender
      (with files so labeled) and deemed to be in the possession of the Collateral
      Agent for the benefit of Lender.




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**Section
      3.4.** **FAILURE
      TO DELIVER** .
      Failure
      to deliver physical possession of any instruments, documents or writings in
      respect of any Receivable to the Custodian or the Collateral Agent for the
      benefit of Lender shall not invalidate the security interest of the Collateral
      Agent for the benefit of Lender therein. To the extent that possession of any
      such instruments, documents or writings may be required by applicable law for
      the perfection of the security interest of the Collateral Agent for the benefit
      of Lender, the original chattel paper and instruments representing the
      Receivables shall be deemed to be held by the Collateral Agent for the benefit
      of Lender, although kept by the Borrower or the Servicer or any other Related
      Party as the custodial agent of the Collateral Agent for the benefit of
      Lender.




**Section
      3.5.** **NOTICE
      OF COLLATERAL ASSIGNMENT** .
      At all
      times all contracts, documents or instruments representing or evidencing a
      Receivable and the Borrower’s master data processing records shall contain (by
      way of stamp or other method satisfactory to Lender) the following language: **“THIS
      DOCUMENT HAS BEEN ASSIGNED TO MANCHESTER INDIANA FUNDING, LLC AND IS SUBJECT
      TO
      A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO THE BANK OF NEW
      YORK TRUST COMPANY, N.A., OR ANY AFFILIATED SUCCESSOR THERETO, AS COLLATERAL
      AGENT FOR, LENDER UNDER AND AS DEFINED IN THE LOAN AND SECURITY AGREEMENT
      BETWEEN MANCHESTER INDIANA FUNDING, LLC, AS BORROWER, LENDER AND COLLATERAL
      AGENT, AS AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO
      TIME”.**




**Section
      3.6. [RESERVED]** .




**Section
      3.7.** **RECORDS
      AND INSPECTIONS** .
      Borrower (or Servicer on its behalf) shall at all times keep complete and
      accurate records pertaining to the Collateral, which records shall be current
      on
      a daily basis and located only at the locations set forth in Section 3.7 of
      Schedule A attached hereto. Any Secured Party, by or through any of its
      officers, agents, employees, attorneys or accountants, shall have the right
      to
      enter any such locations, at any reasonable time or times during regular
      business hours, for so long as such Secured Party may desire, to inspect the
      Collateral and to inspect, audit and make extractions or copies from the books,
      records, journals, orders, receipts, correspondence or other data relating
      to
      the Collateral or this Agreement.




**Section
      3.8.** **COLLECTION** .
      Subject
      to Section 3.9, Borrower agrees at its own expense to promptly and diligently
      collect (or cause the Servicer on its behalf to diligently collect) each
      installment of all Receivables in trust for the exclusive account of the
      Collateral Agent for the benefit of Lender, to hold each Secured Party harmless
      from any and all loss, damage, penalty, liability, fine or expense arising
      from
      such collection by Borrower or its agents and to faithfully account therefor
      to
      Lender and the Collateral Agent. Upon the occurrence of a Default or an Event
      of
      Default, Lender expressly retains the unqualified right at any time if it so
      elects to take over, or cause a successor Servicer to take over, the collection
      of the Receivables.




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**Section
      3.9.** **BLOCKED
      ACCOUNTS** .
      Borrower (or Servicer on its behalf) shall ensure that all collections of
      Receivables and the proceeds of all other Collateral are deposited into the
      Blocked Account on the day of receipt thereof or, if not a Business Day, on
      the
      next following Business Day. The Borrower will ensure, pursuant to the Blocked
      Account Agreement or otherwise, that the depository bank has no Lien upon,
      or
      right of set off against, the Blocked Account or in any Items from time to
      time
      on deposit therein, and that automatically, on each Business Day the depository
      bank maintaining the Blocked Account will wire, or otherwise transfer, in
      immediately available funds, all funds received or deposited into the Blocked
      Account to the Collection Account. Borrower hereby confirms and agrees that
      all
      amounts deposited in the Blocked Account and any other funds received and
      collected by any Secured Party, whether as proceeds of Collateral or otherwise,
      shall constitute Collateral. Any Receivables collections or other proceeds
      of
      Collateral shall be held in trust by Borrower, Servicer or any Related Party
      until deposited into the Blocked Account. If a credit balance exists with
      respect to the Blocked Account as the result of collections of Receivables
      or
      proceeds of other Collateral pursuant to the terms and conditions of this
      Section 3.9, such credit balance shall not accrue interest in favor of the
      Borrower. Any interest accrued on the Blocked Account shall be transferred
      to
      the Collection Account, as provided above. All items deposited in the Blocked
      Account shall be subject to final payment. If any such item is returned
      uncollected, the Borrower will immediately pay the amount of that item, or
      such
      bank at its discretion may charge any uncollected item to the Servicer’s
      commercial account or other account. The Servicer shall be liable as an endorser
      on all items deposited in the Blocked Account, whether or not in fact endorsed
      by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to
      establish and maintain a Lockbox with a bank acceptable to Lender and to execute
      with such bank a Lockbox Agreement acceptable to Lender in its sole discretion.
      Thereafter, Borrower shall ensure that all collections of Receivables with
      the
      proceeds of other Collateral are paid directly by the Obligors to the Lockbox.
      To the extent that any Receivables collections or other proceeds of Collateral
      are not sent directly to the Lockbox but are received by Borrower or any Related
      Party, Borrower shall cause such collections and proceeds to be held in trust
      for the Collateral Agent for the benefit of Lender and to be deposited within
      one (1) Business Day of receipt thereof, in the form received, to the Lockbox
      or
      Blocked Account.




**Section
      3.10.** **PROTECTION
      OF RECEIVABLE RECORDS** .
      Borrower hereby agrees to take the following protective actions to prevent
      destruction of Borrower’s Collateral and records pertaining to such Collateral:
      (i) if Borrower maintains its Collateral records on a manual system such records
      shall be kept in a fire proof cabinet or on no less than a monthly basis, a
      record of all payments on Receivables and all other matters relating to the
      Collateral shall be placed in an off site safety deposit box (and each Secured
      Party shall have access to such safety deposit box); or (ii) Borrower agrees
      to
      create (or cause the Servicer on its behalf to create) a tape or diskette
“back-up” of the computerized information and shall provide Lender with a tape
      or diskette copy of such “back-up” information each date on which it delivers an
      Availability Report.




**Section
      3.11.** **USE
      OF PROCEEDS** .
      Borrower shall use the proceeds of the Loans (a) to purchase Eligible
      Receivables from the Seller pursuant to the Sale and Servicing Agreement, or
      (b)
      for payments to Lender hereunder or payment of closing costs incurred with
      respect to the Transaction Documents.




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**Section
      3.12.** **RETURN
      OF COLLATERAL** .
      Upon
      the payment in full of any Receivable to which the written documents evidencing
      such Receivable are held by any Secured Party or Custodian, Borrower shall
      submit all requests for the return of such documents pursuant to a Request
      For
      Release of Documents, and the Custodian shall return such documents within
      five
      (5) Business Days after receipt of such request.




**Section
      3.13.** **LENDER’S
      PAYMENT OF CLAIMS** .
      Any
      Secured Party may, in its sole discretion, discharge or obtain the release
      of
      any Lien asserted by any Person against the Collateral. All sums paid by any
      Secured Party in respect thereof shall be payable, on demand, by Borrower to
      Lender and shall be a part of the Indebtedness.




**ARTICLE
      4**


**CONDITIONS
      OF ADVANCES**




**Section
      4.1.** **ADVANCES** .
      The
      obligation of Lender to advance the Term Loan hereunder is subject to the
      fulfillment, to the satisfaction of Lender and its counsel, in their sole
      discretion, of each of the following conditions prior to the making of such
      advance:




(a)  Loan
      Documents .
      Lender
      shall have received each of the following Loan Documents: (i) this Agreement,
      and each other Loan Document executed by the respective parties and (ii) such
      other documents, certificates, instruments and agreements in connection herewith
      as Lender shall require, executed, certified and/or acknowledged by such parties
      as Lender shall designate;




(b)   Payoff
      Letter from Existing Lender .
      The
      Lender shall have received the duly executed Bailee Letter, in form and
      substance acceptable to Lender;




(c)  Charter
      Documents .
      Lender
      shall have received (i) copies of the charter documents of the Borrower, the
      Seller and the Servicer, as certified by the appropriate officials of the
      applicable States of organization and the bylaws of the Borrower, the Seller
      and
      the Servicer, each as amended, modified, or supplemented to the Effective Date
      and each certified by the Secretary of Borrower, the Seller or the Servicer,
      as
      applicable and (ii) documents similar to those specified in (c)(i) above with
      respect to each Guarantor not an individual;




(d)  Good
      Standing .
      Lender
      shall have received a good standing certificate with respect to Borrower ,
      the
      Seller, the Servicer and each Guarantor not an individual or partnership, dated
      within thirty (30) days of the Effective Date, by the appropriate official
      of
      such Person’s state of organization, which certificate shall indicate that
      Borrower, the Seller, the Servicer and such Guarantor (as applicable) are in
      good standing in such state;




(e)  Foreign
      Qualification .
      Lender
      shall have received certificates with respect to Borrower, the Seller, the
      Servicer and each Guarantor not an individual relating to such Person’s
      qualification to do business in each state in which such Person’s failure to be
      duly qualified or licensed would have a Material Adverse Effect, each dated
      within thirty (30) days of the Effective Date, issued by the appropriate
      official of each state and indicating that such party is in qualified to do
      business in such state and in good standing;




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(f)  Authorizing
      Resolutions and Incumbency .
      Lender
      shall have received a certificate dated the Effective Date from the Secretary
      of
      Borrower, the Seller, the Servicer and each Guarantor not an individual
      attesting to (i) the authorization of the applicable transactions under the
      Loan
      Documents and execution and delivery of this Agreement and the other Loan
      Documents to which Borrower, the Seller, the Servicer and such Guarantor are
      a
      party, and the authorization of the specific officers of Borrower, the Seller,
      the Servicer and such Guarantor to execute same, and (ii) the authenticity
      of
      original specimen signatures of such officers;




(g)  Availability
      Report .
      Lender
      shall have received an Availability Report with respect thereto from Borrower
      (or Servicer on behalf of Borrower) executed by an authorized representative
      of
      Borrower or Servicer and all supporting documentation as Lender may
      request;




(h)  Property
      Insurance .
      If
      applicable, Lender shall have received the insurance certificates and certified
      copies of policies required herein, along with a loss payable endorsement naming
      Lender as sole loss payee and additional insured, all in form and substance
      satisfactory to Lender and its counsel;




(i)  Searches;
      Certificates of Title .
      Lender
      shall have received evidence reflecting the filing of its financing statements
      and other filings in such jurisdictions as it shall determine, and shall have
      received certificates of title with respect to the Collateral which shall have
      been duly executed in a manner sufficient to perfect all of the security
      interests granted to Lender and shall have received other background reports
      and
      information with respect to Borrower, the Seller, the Servicer and Guarantors,
      which is satisfactory to Lender;




(j)  Landlord
      and Mortgagee Waivers .
      If
      applicable, Lender shall have received landlord and mortgagee waivers from
      the
      lessors and mortgagees of all locations where any Collateral is
      located;




(k)  Fees .
      Borrower shall have paid all fees payable by it pursuant to this Agreement,
      including without limitation, fees and expenses of Lender’s
      counsel;




(l)  Opinions
      of Counsel .
      Lender
      shall have received opinions of Borrower’s, the Seller’s, the Servicer’s and
      each Guarantor’s counsel dated the Effective Date covering such matters as
      Lender shall determine in its sole discretion;




(m)   Solvency
      Certificate .
      A
      signed certificate of the Seller concerning the solvency and financial condition
      of Seller, in form and substance acceptable to Lender;




(n)  Accounts .
      The
      Collection Account shall have been established to the satisfaction of Lender
      in
      its sole discretion;




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(o)  Custodian
      Deliverables .
      The
      Custodian shall have received all Contracts and all other documents, instruments
      and writings required to be delivered to the Custodian hereunder and under
      the
      Custodial Agreement (including, without limitation, all applications for Auto
      Titles, guaranties of title and other information required by the Auto Title
      Procedures and all other Custodial Documents) and Lender shall have received
      the
      Custodial Certification from the Custodian relating thereto;




(p)  No
      Material Adverse Effect .
      No
      event or condition has occurred since December 28, 2006, or is existing which
      has had or could reasonably be expected to have a Material Adverse
      Effect;




(q)   Due
      Diligence .
      Lender
      shall have completed all business, legal and collateral due diligence
      (including, without limitation, completion by Lender or its agents of an
      examination and inspection of the Collateral, Borrowers’, Related Parties’, the
      Seller’s and the Servicer’s financial information, including monthly
      projections, and Borrowers’ history performance), and the results of such due
      diligence are satisfactory to Lender, in its sole discretion;




(r)   Share
      Transaction .
      An
      executed set of documents relating to the acquisition (the “ Acquisition ”)
      of
      F.S. English, Inc., an Indiana corporation, and GNAC, Inc., an Indiana
      corporation, by MIO and MIA, respectively, in form and substance acceptable
      to
      Lender in its sole discretion, and evidence satisfactory to Lender in its sole
      discretion that such transactions have been consummated;




(s)   Closing
      Certificate .
      A
      certificate from Manchester and Rick Stanley, as the selling shareholders’
representative, certifying that all conditions to the Acquisition have been
      satisfied, in form and substance acceptable to Lender in its sole
      discretion;




(t)   Guidelines .
      Lender
      shall have received copies of the Underwriting Guidelines, the Credit and
      Collection Policy and the Servicing Guidelines, each in form and substance
      satisfactory to Lender;




(u)  Term
      Loan .
      As of
      the advance of the Term Loan, the outstanding
      principal balance of the
      Term Loan does not exceed 80% of the Net Term Pool Balance; and




(v)  Reserve
      Account Side Letter Agreement .
      Lender
      shall have received the duly executed Reserve Account Side Letter Agreement
      in
      form and substance acceptable to Lender.




**Section
      4.2.** **FURTHER
      ADVANCES** .
      The
      obligation of Lender to make any advance hereunder (including the advance of
      the
      Term Loan) shall be subject to the further conditions precedent that, on and
      as
      of the date of such advance:




(a)  the
      representations and warranties of Borrower, the Seller, the Servicer and each
      Guarantor set forth in this Agreement and the other Loan Documents shall be
      accurate, before and after giving effect to such advance or issuance and to
      the
      application of any proceeds thereof;




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(b)  no
      Default or Event of Default has occurred and is continuing, or would result
      from
      such advance or issuance or from the application of any proceeds
      thereof;




(c)  no
      Material Adverse Effect has occurred;




(d)  the
      Custodian shall have issued a Custodian Certification with respect to the
      Eligible Receivables being financed by such advance;




(e)  Lender
      shall have received a copy of the applicable Transfer Instrument, duly executed
      by the parties thereto and such other approvals, certificates, opinions or
      documents as Lender shall reasonably request;




(f)  Borrower
      shall have submitted to Lender a completed Request for Advance in the form
      and
      substance of Exhibit
      A attached
      hereto at least three (3) Business Days prior to the date such advance is
      requested and all filings, (including, without limitation, UCC filings) required
      to be made by any Person and all actions required to be taken or performed
      by
      any Person in any jurisdiction to give the Collateral Agent for the benefit
      of
      Lender a first priority perfected security interest in such Collateral and
      the
      proceeds thereof shall have been made, taken or performed; and




(g)  each
      of
      the conditions set out in Section 2.1(b) of the Sale and Servicing Agreement
      shall have been satisfied with respect to the sale of such Collateral by the
      Seller to the Purchaser.




**Section
      4.3.** **ALL
      ADVANCES TO CONSTITUTE ONE LOAN** .
      All
      evidences of credit, loans and advances made by Lender to Borrower under this
      Agreement and any other documents or instruments executed in connection herewith
      shall constitute one loan, and all indebtedness and obligations of Borrower
      to
      Lender under this Agreement and all other such documents and instruments shall
      constitute one general obligation secured by the security interest of the
      Collateral Agent for the benefit of Lender in all of the Collateral and by
      all
      other security interests, liens, claims and encumbrances heretofore, now, or
      at
      any time or times hereafter granted by Borrower to Lender or the Collateral
      Agent. Borrower agrees that all of the rights of any Secured Party set forth
      in
      this Agreement shall apply to any modification of or supplement to this
      Agreement and any other such documents and instruments.




**Section
      4.4.** **ADVANCES** .
      Lender
      shall have the right in Lender’s discretion, subject to availability hereunder
      on behalf of and without notice to Borrower, to make and use advances to pay
      Lender for any amounts due to Lender pursuant to this Agreement or otherwise,
      or
      to cure any default hereunder, notwithstanding the expiration of any applicable
      cure period.




**ARTICLE
      5**


**REPRESENTATIONS
      AND WARRANTIES OF BORROWERS**




**Section
      5.1.** **REPRESENTATIONS
      AND WARRANTIES** .
      To
      confirm Lender’s understanding concerning the Borrower and its business,
      properties and obligations and to induce Lender to enter into this Agreement
      and
      to extend credit hereunder, the Borrower hereby continuously represents and
      warrants to Lender and the Secured Parties that, during the term of this
      Agreement and so long as any Indebtedness remains outstanding:




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(a)  The
      Borrower is a limited liability company duly formed, validly existing and in
      good standing under the laws of the State of Delaware, is duly qualified to
      do
      business and is in good standing as a foreign limited liability company in
      all
      states where such qualification is required, has all necessary limited liability
      company power and authority to enter into this Agreement and each of the other
      Loan Documents to which it is a party and to perform all of its obligations
      hereunder and thereunder.




(b)  The
      Borrower operates its business only under the assumed names listed on Schedule
      5.1(b) of Schedule A attached hereto.




(c)  Each
      Related Party (i) is
      a duly organized and validly existing entity in good standing under the laws
      of
      the state of its formation, (ii) is duly qualified as a foreign entity in each
      jurisdiction in which the nature of its business, makes such qualification
      necessary or desirable, (iii) has the requisite licenses and permits
      required under applicable law to carry on its business as now being conducted
      in
      all applicable states, except
      to the extent the failure to do so does not have a material adverse effect
      on
      the ability of such Related Party to conduct its business ,
      and
      (iv) **** has
      all
      requisite right and power and is duly authorized and empowered to enter into,
      execute, deliver and perform this Agreement and each other Loan Document to
      which it is a party and this Agreement and each Loan Document to which a Related
      Party is a party are the legal, valid and binding obligations of such Related
      Party and are enforceable against the such Related Party in accordance with
      their terms.




(d)  The
      execution, delivery and performance by each Related Party of this Agreement
      and
      the other Loan Documents to which it is a party does not and shall not
      (i) violate any provision of any Law, order, writ, judgment, injunction,
      decree, determination or award presently in effect having applicability to
      such
      Person; (ii) violate any provision of its charter documents, bylaws, limited
      liability company agreement, operating agreement or partnership agreement,
      as
      applicable; or (iii) result in a breach of or constitute a default under any
      indenture or loan or credit agreement or any other agreement, lease or
      instrument to which such Person is a party or by which it or any of its assets
      or properties may be bound or affected; and no Related Party is in default
      of
      any such Law, order, writ, judgment, injunction, decree, determination or award
      or any such indenture, agreement, lease or instrument.




(e)  No
      consent, approval, license, exemption of or filing or registration with, giving
      of notice to, or other authorization of or by, any court, administrative agency
      or other governmental authority is or shall be required in connection with
      the
      execution, delivery or performance by any Related Party of this Agreement or
      any
      other Loan Document for the valid consummation of the transactions contemplated
      hereby or thereby.




(f)  No
      event
      has occurred and is continuing which constitutes a Default or an Event of
      Default. There is no action, suit, proceeding or investigation pending or
      threatened against or affecting any Related Party, the Seller or the Servicer
      before or by any court, administrative agency or other governmental authority
      that brings into question the validity of the transactions contemplated hereby,
      or that might result in any Material Adverse Effect.




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(g)  No
      Related Party is in default in the payment of any taxes levied or assessed
      against it or any of its assets or properties, except for taxes being contested
      in good faith and by appropriate proceedings.




(h)  Each
      Related Party has good and marketable title to its assets and properties as
      reflected in its financial statements furnished to Lender.




(i)  Each
      of
      the financial statements furnished to Lender by Related Parties was prepared
      in
      accordance with GAAP and fairly and accurately reflects their financial
      condition as of the date thereof; and the Borrower hereby certifies that there
      have been no Material Adverse Effects, since the date of such statements, and
      there are no known contingent liabilities not provided for or disclosed in
      such
      statements.




(j)  Neither
      this Agreement, any Availability Report or any statement or document referred
      to
      herein or delivered to any of Lender, the Collateral Agent or the Custodian
      by
      any Related Party contains any untrue statement of a material fact or omits
      to
      state a material fact necessary to make the statements made herein or therein
      not misleading.




(k)  Borrower
      has good, indefeasible and merchantable title to and ownership of the
      Collateral, free and clear of all Liens, except those of the Collateral Agent
      for the benefit of Lender.




(l)  All
      books, records and documents relating to the Collateral are and shall be genuine
      and in all respects what they purport to be; the original amount and the unpaid
      balance of each Receivable shown on the books and records of Borrower or the
      Servicer and in the schedules represented as owing by each Obligor is and shall
      be the correct amount actually owing or to be owing by such Obligor at maturity;
      each Obligor liable upon the Receivables has and shall have capacity to
      contract; Borrower has no knowledge of any fact which would impair the validity
      or collectibility of any of the Receivables; and the payments shown to have
      been
      made by each Obligor on the books and records of Borrower or the Servicer shall
      reflect the amounts of and dates on which said payments were actually
      made.




(m)  Each
      place of business of each Related Party is only at the locations set forth
      in
      Section 5.1(n) of Schedule A attached hereto. No Related Party shall begin
      or do
      business (either directly or through subsidiaries) at other locations or cease
      to do business at any of the above locations or at Borrower’s principal place of
      business without first notifying Lender.




(n)  The
      present value of all benefits vested under all Plans of the Related Parties
      or
      any Commonly Controlled Entity (based on the assumptions used to fund the Plans)
      did not, as of the last annual valuation date (which in case of any Plan was
      not
      earlier than December 31, 1982) exceed the value of the assets of the Plans
      applicable to such vested benefits.




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(o)  The
      liability to which any Related Party or any Commonly Controlled Entity would
      become subject under Sections 4063 or 4064 of ERISA if such Related Party or
      any
      Commonly Controlled Entity were to withdraw from all Multi-employer Plans or
      if
      such Multi- employer Plans were to be terminated as of the valuation date most
      closely preceding the Effective Date, is not in excess of One Thousand Dollars
      ($1,000.00);




(p)  No
      Related Party is engaged nor shall it engage, principally or as one of its
      important activities, in a business of extending credit for the purpose of
      “purchasing” or “carrying” any “margin stock” within the respective meanings of
      each of the quoted terms under Regulations G or X of the Board of Governors
      of
      the Federal Reserve System as now and from time to time hereafter in effect.
      No
      part of the proceeds of any advances hereunder shall be used for “purchasing” or
“carrying” “margin stock” as so defined or for any purpose which violates, or
      which would be inconsistent with, the provisions of the Regulations of such
      Board of Governors. If requested by Lender, Borrower shall furnish to Lender
      a
      statement in conformity with the requirement of Federal Reserve Form G-3
      referred to in said Regulation G to the foregoing effect. All of the outstanding
      securities of each Related Party have been offered, issued, sold and delivered
      in compliance with, or are exempt from, all federal and state laws and rules
      and
      regulations of federal and state regulatory bodies governing the offering,
      issuance, sale and delivery of securities.




(q)  No
      Related Party is an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
      as amended.




(r)  Each
      of
      the Exhibits and Schedules to this Agreement contain true, complete and correct
      information.




(s)  To
      the
      best of Borrower’s knowledge, the land and improvements owned or leased by each
      Related Party for use in its business operations (including the locations listed
      in Section 5.1(n) of Schedule A) are free of dangerous levels of contaminates,
      oils, asbestos, radon, PCB’s, hazardous substances or waste as defined by
      federal, state or local environmental laws, regulations or administrative orders
      or other materials, the removal of which is required or the maintenance of
      which
      is prohibited, regulated or penalized by any federal, state or local
      governmental authority.




(t)  Each
      Related Party is solvent, generally able to pay its obligations as they become
      due, has sufficient capital to carry on its business and transactions and all
      businesses and transactions in which it intends to engage, and the current
      value
      of such Related Party’s assets, at fair saleable valuation, exceeds the sum of
      its liabilities. No Related Party shall be rendered insolvent by the execution
      and delivery of this Agreement and the other Loan Documents and the consummation
      of the transactions contemplated hereby and thereby and the capital remaining
      in
      each Related Party is not now and shall not foreseeably become unreasonably
      small to permit such Related Party to carry on its business and transactions
      and
      all businesses and transactions in which it is about to engage. No Related
      Party
      intends to, nor does it reasonably believe it shall, incur debts beyond its
      ability to repay the same as they mature.




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(u)  The
      Collateral Agent for the benefit of Lender has a perfected first priority
      security interest in favor of the Collateral Agent for the benefit of Lender
      in
      all of Borrower’s right, title and interest in the Collateral, prior and
      superior to any other Lien, except any statutory or constitutional lien for
      taxes not yet due and payable.




(v)  There
      are
      no material actions, suits or proceedings pending, or threatened against or
      affecting the assets of any Related Party or the consummation of the
      transactions contemplated hereby, at law, or in equity, or before or by any
      governmental authority or instrumentality or before any arbitrator of any kind.
      No Related Party is subject to any judgment, order, writ, injunction or decree
      of any court or governmental agency. There is not a reasonable likelihood of
      an
      adverse determination of any pending proceeding which would, individually or
      in
      the aggregate, have a Material Adverse Effect.




(w)  Section
      5.1(x) of Schedule A attached hereto correctly and completely sets forth for
      each Related Party (i) its full legal name and state of organization, (ii)
      its
      Federal Tax Identification Number; (iii) its chief executive office, (iv) all
      prior names used in the last five (5) years (including, without limitation,
      such
      Related Party’s predecessors in interest as a result of a merger or
      consolidation) and (v) the charter or other similar number for such Related
      Party in its state of organization.




(x)  No
      Related Party (i) is a person whose property or interest in property is blocked
      or subject to blocking pursuant to Section 1 of Executive Order 13224 of
      September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
      Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
      (2001)), (ii) engages in any dealings or transactions prohibited by Section
      2 of such executive order, or is otherwise associated with any such person
      in
      any manner violative of Section 2, or (iii) is a Person on the list of Specially
      Designated Nationals and Blocked Persons or subject to the limitations or
      prohibitions under any other U.S. Department of Treasury’s Office of Foreign
      Assets Control regulation or executive order.




(y)  Each
      Related Party is in compliance with the Patriot Act. No part of the proceeds
      of
      the Loans will be used, directly or indirectly, for any payments to any
      governmental official or employee, political party, official of a political
      party, candidate for political office, or anyone else acting in an official
      capacity, in order to obtain, retain or direct business or obtain any improper
      advantage, in violation of the United States Foreign Corrupt Practices Act
      of
      1977, as amended.




**Section
      5.2.** **REPRESENTATIONS
      AND WARRANTIES AS TO ELIGIBLE RECEIVABLES** .
      With
      respect to the Eligible Receivables, the Borrower hereby continuously represents
      and warrants to Lender that during the term of this Agreement and so long as
      any
      of the Indebtedness remains unpaid: (i) in determining which Receivables are
      “Eligible Receivables,” Lender may rely upon all statements or representations
      made by Borrower, the Seller or the Servicer or any other Related Party; and
      (ii) those Receivables designated as Eligible Receivables meet the following
      requirements at all times:




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(a)  Each
      Eligible Receivable is genuine, is in all respects what it purports to be and
      the Contract evidencing such Eligible Receivable has only one original
      counterpart and, if evidenced by an instrument, includes only one original
      promissory note which constitutes an instrument under the UCC and no Person
      other than Lender or the Custodian is in actual or constructive possession
      of
      any such original Contract or Auto Title;




(b)  The
      Eligible Receivables represent undisputed, bona fide transactions completed
      in
      accordance with the terms and provisions contained in any documents related
      thereto;




(c)  The
      amounts of the face value shown on any schedule of Receivables provided to
      Lender, and/or all invoices or statements delivered to Lender with respect
      to
      any Eligible Receivables, are actually and absolutely owing to Borrower and
      are
      not contingent for any reason;




(d)  No
      set-offs, counterclaims or disputes as to payments or liability thereon exist
      or
      have been asserted with respect thereto and neither Borrower nor any Related
      Party has made any agreement with any Obligor thereunder for any deduction
      therefrom, except a discount or allowance allowed by Borrower or Servicer in
      the
      ordinary course of business for prompt payment, all of which discounts or
      allowances are reflected in the calculation of the outstanding amount of such
      Eligible Receivable;




(e)  No
      facts,
      events or occurrences exist that, in any way, impair the validity or enforcement
      thereof or tend to reduce the amount payable thereunder from the amount of
      the
      Receivable shown on any schedule, or on all contracts, invoices or statements
      delivered to Lender or the Custodian with respect thereto;




(f)  All
      Obligors in connection with Eligible Receivables: (i) had the capacity to
      contract at the time any contract or other document giving rise to the
      Receivable was executed; and (ii) generally have the ability to pay their debts
      as they become due;




(g)  To
      Borrower’s knowledge, no proceedings or actions are threatened or pending
      against any Obligor that might result in any material adverse effect in the
      Obligor’s financial condition;




(h)  The
      Eligible Receivables have not been assigned or pledged to any Person other
      than
      as permitted pursuant to the Loan Documents;




(i)  The
      goods
      giving rise to the Eligible Receivables are not, and were not at the time of
      the
      sale, rental and/or lease thereof, subject to any Lien except those of the
      Collateral Agent for the benefit of Lender, or those removed or terminated
      prior
      to the date hereof;




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(j)  The
      Delinquency set forth in the Availability Report shall be delivered to Lender
      by
      Borrower hereunder as determined pursuant to the Aging Procedures and
      Eligibility Test;




(k)  All
      Receivables included in all calculations of the Collateral Base or the Revolving
      Loan Borrowing Base hereunder are Eligible Receivables;




(l)  All
      Contracts represent the legal, valid and binding payment obligation of the
      applicable Obligors, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency and other Laws (including, but not limited to principles
      of equity) affecting the rights of creditors;




(m)  No
      instrument of release or waiver has been executed in connection with any
      Contract, and no Obligor has been released from its obligations thereunder,
      in
      whole or in part, and no action has been taken by the Borrower or any Related
      Party to release any collateral under any Contract; and




(n)  Except
      as
      disclosed in writing to Lender, no Contract has been amended after the date
      on
      which such Contract is pledged to the Collateral Agent for the benefit of Lender
      hereunder in any material respect or such that the amount of any monthly payment
      or the total number of the monthly payments is increased or such that the amount
      of any monthly payment or the total number of monthly payments is
      decreased.




**ARTICLE
      6**


**COVENANTS
      AND OTHER AGREEMENTS**




**Section
      6.1.** **AFFIRMATIVE
      COVENANTS** .
      During
      the term of this Agreement and so long as any of the Indebtedness remains unpaid
      and until Lender’s obligations to make advances under this Agreement have
      terminated, the Borrower agrees and covenants, that it shall:




(a)  Pay
      or
      cause to be paid currently all of its expenses, including all payments on its
      obligations whenever due, as well as all payments of any and all taxes of
      whatever nature when due. This provision shall not apply to taxes or expenses
      which are due, but which are challenged in good faith and for which adequate
      reserves have been established.




(b)  Maintain,
      preserve, and protect the Collateral, including, but not limited to, keeping
      all
      Contracts and other written records otherwise evidencing the Collateral (to
      the
      extent not held by the Custodian) in a fire proof cabinet.




(c)  Furnish
      to Secured Parties prompt written notice as to the occurrence of any Default
      or
      Event of Default hereunder.




(d)  Carry
      on
      and conduct its business in the same manner and in the same fields of enterprise
      as it is presently engaged, and shall preserve its existence, licenses or
      qualifications as a domestic, limited liability company in the State of Delaware
      and as a foreign organization in every jurisdiction in which the character
      of
      its assets or properties or the nature of the business transacted by it at
      any
      time makes qualification as a foreign organization necessary, and to maintain
      all other material organizational rights and franchises.




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(e)  Comply,
      and cause each Related Party to comply, with all statutes, governmental rules
      and regulations applicable to them and their business (including, without
      limitation, applicable usury and consumer Laws).




(f)  Permit
      and authorize Secured Parties and allow Secured Parties to access, without
      notifying any Related Party, (i) to make such inquiries or investigation through
      business credit, other credit reporting services or other sources concerning
      any
      Related Party as any Secured Party, in its sole discretion, shall deem
      appropriate and (ii) to inspect, audit and examine the Collateral at the
      premises of Related Parties.




(g)  Provide
      Lender sixty (60) days prior written notice of Borrower initiating any
      activities in any state other than the then-Approved States. Lender shall not
      provide financing for any Receivable generated in a state other than the
      Approved States until Lender’s counsel has reviewed applicable lending laws in
      such new state and Lender has approved activities in such new state by adding
      such new state to the Approved State list.




(h)  In
      accordance with Section 5.2(a) hereof, cause each Contract to have only one
      original counterpart.




(i)  Purchase
      Receivables evidenced by Contracts which are solely on forms that are in
      compliance with applicable state and federal Laws.




(j)  Deliver
      to the Custodian the original Contract and all other documentation required
      by
      Section 3.3 hereof to be governed by the terms of the Custodial
      Agreement.




(k)  Provide
      Lender with evidence of Related Parties’ insurance (including, without
      limitation, property damage and liability insurance) issued by a reputable
      carrier, as required by Lender (which insurance shall be in such amounts and
      cover such risks as is satisfactory to Lender and shall include without
      limitation, Director and Officer insurance, Errors and Omissions insurance
      and
      Fidelity insurance). This insurance shall reflect the Collateral Agent for
      the
      benefit of Lender as the loss payee or additional insured, as required by
      Lender, and contain a provision that the Collateral Agent for the benefit of
      Lender shall be notified by the carrier thirty (30) days prior to the
      termination or cancellation of any such insurance.




(l)  Promptly
      notify Lender and the Collateral Agent in writing of:




(i)  the
      occurrence of any Material Adverse Effect;




(ii)  the
      acceleration of the maturity of any indebtedness owed by any Related Party,
      or
      any default by any Related Party under any indenture, mortgage, agreement,
      contract or other instrument to which any of them is a party or by which any
      of
      them or any of their properties is bound; and




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(iii)  the
      filing of any suit or proceeding against any Related Party.




Upon
      the
      occurrence of any of the foregoing the Related Parties will take all necessary
      or appropriate steps to remedy promptly any such Material Adverse Effect,
      acceleration, default, to protect against any such adverse claim, to defend
      any
      such suit or proceeding, and to resolve all controversies on account of any
      of
      the foregoing.




(m)  Perform
      its obligations and undertakings under and pursuant to the Sale and Servicing
      Agreement, purchase Receivables thereunder in strict compliance with the terms
      thereof, take all actions to perfect and enforce its rights and interests (and
      the rights and interests of Lender and the Collateral Agent for the benefit
      of
      Lender as collateral assignee of the Borrower) under the Sale and Servicing
      Agreement as any Secured Party may from time to time request, and diligently
      enforce the rights and remedies accorded to the Borrower with respect to the
      Seller and the Servicer pursuant to the Sale and Servicing Agreement and the
      other Loan Documents.




(n)  Comply
      at
      all times with the Post Closing Agreement.




**Section
      6.2.** **NEGATIVE
      COVENANTS** .
      During
      the term of this Agreement and until the Indebtedness secured hereby has been
      paid in full and all of Lender’s obligations to make advances under this
      Agreement have terminated, the Borrower covenants and agrees that it shall
      not,
      without Lender’s prior written consent, do any of the following:




(a)  (i)
      Incur
      or permit to exist any Lien with respect to the Collateral now owned or
      hereafter acquired by Borrower, except Liens in favor of the Collateral Agent
      for the benefit of Lender or (ii) enter into or become subject to any agreement
      (other than this Agreement or any Loan Document) that prohibits or otherwise
      restricts the right of Borrower to create, assume or suffer to exist any Lien
      in
      favor of the Collateral Agent for the benefit of Lender on such Person’s
      assets.




(b)  Delegate,
      transfer or assign any of its obligations or liabilities under this Agreement
      or
      any other Loan Document, or any part thereof, to any other Person.




(c)  Be
      a
      party to or participate in: (i) any merger or consolidation; (ii) any purchase
      or other acquisition of all or substantially all of the assets or properties
      or
      shares of any class of, or any partnership or joint venture interest in, any
      other Person; (iii) any sale, transfer, conveyance or lease of all or
      substantially all of the Borrower’s assets or properties; or (iv) any sale or
      assignment with or without recourse of any Receivables or other
      Collateral.




(d)  Incur,
      assume or suffer to exist any Liabilities (including any contingent liabilities)
      or otherwise become liable upon the obligations of any Person by assumption,
      endorsement or guaranty thereof or otherwise other than (i) the Indebtedness,
      (ii) accounts payable incurred in the ordinary course of business, or (iii)
      other Liabilities consented to in writing by Lender.




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(e)  Directly
      or indirectly make loans to, invest in, extend credit to, or guaranty the debt
      of any Person, other than in the ordinary course of Borrower’s
      business.




(f)  Amend,
      modify, or otherwise change in any respect any material agreement, instrument,
      or arrangement (written or oral) by which Borrower, or any of its assets, are
      bound.




(g)  Change
      its name, convert from one type of entity to another type, change its principal
      place of business, change the state in which it is organized under, or make
      any
      material changes in the nature of its business as carried on as of December
      28,
      2006.




(h)  Make
      any
      expenditure or commitment or incur any obligation or enter into or engage in
      any
      transaction except as expressly authorized pursuant to the Loan Documents,
      (ii)
      engage directly or indirectly in any business or conduct any operations except
      as expressly authorized pursuant to the Loan Documents, or (iii) make any
      acquisitions of or capital contributions to or other investments in any Person
      except pursuant to the Sale and Servicing Agreement.




(i)  Make
      any
      Distribution except from amounts paid to the Borrower under sub-section
“ *Eleventh* ”
of
      Section 2.11, or as expressly authorized in the use of proceeds letter
      referenced to in Section 4.1(t).




**Section
      6.3.** **SEPARATENESS
      COVENANTS** .




(a)  Borrower
      shall:




(i)  maintain
      books and records and bank accounts separate from those of any other
      Person;




(ii)  maintain
      its assets in such a manner that it is not costly or difficult to segregate,
      identify or ascertain such assets;




(iii)  comply
      with all organizational formalities necessary to maintain its separate
      existence;




(iv)  hold
      itself out to creditors and the public as a legal entity separate and distinct
      from any other entity;




(v)  maintain
      separate financial statements, showing its assets and liabilities separate
      and
      apart from those of any other Person and not have its assets listed on any
      financial statement of any other Person; except that the Borrower’s assets may
      be included in a consolidated financial statement of its Affiliate so long
      as
      appropriate notation is made on such consolidated financial statements to
      indicate the separateness of the Borrower from such Affiliate and to indicate
      that the Borrower’s assets and credit are not available to satisfy the debts and
      other obligations of such Affiliate or any other Person;




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(vi)  prepare
      and file its own tax returns separate from those of any Person to the extent
      required by applicable law, and pay any taxes required to be paid by applicable
      law;




(vii)  allocate
      and charge fairly and reasonably any common employee or overhead shared with
      Affiliates;




(viii)  not
      enter
      into any transaction with Affiliates except on an arm’s-length basis and
      pursuant to written, enforceable agreements;




(ix)  conduct
      business in its own name, and use separate stationery, invoices and
      checks;




(x)  not
      commingle its assets or funds with those of any other Person;




(xi)  not
      assume, guarantee or pay the debts or obligations of any other Person except
      for
      the Cross Guaranty Obligation;




(xii)  correct
      any known misunderstanding as to its separate identity;




(xiii)  not
      permit any Affiliate to guarantee or pay its obligations except (a) the
      Guarantors pursuant to the Guaranty, or (b) any Manchester SPE pursuant to
      the
      Cross Guaranty Obligation;




(xiv)  not
      make
      loans or advances to any other person except pursuant to the Cross Guaranty
      Obligation;




(xv)  pay
      its
      liabilities and expenses out of its own funds except for (a) the Guarantors
      pursuant to the Guaranty, and (b) any Manchester SPE pursuant to Section 2.11
      of
      this Agreement;




(xvi)  maintain
      a sufficient number of employees in light of its contemplated business purpose
      and pay the salaries of its own employees, if any, only from its own
      funds;




(xvii)  maintain
      adequate capital in light of its contemplated business purpose, transactions
      and
      liabilities;




(xviii)  at
      all
      times have at least one Independent Manager; and




(xix)  comply
      in
      all respects with the assumptions contained in the bankruptcy opinion of
      Greenberg Traurig LLP dated December 28, 2006.




(b)  Borrower
      shall not :




(i)  guarantee
      any obligation of any Person, including any Affiliate or become obligated for
      the debts of any other Person or hold out its credit as being available to
      pay
      the obligations of any other Person;




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(ii)  engage,
      directly or indirectly, in any business other than as required or permitted
      to
      be performed under the Loan Documents;




(iii)  incur,
      create or assume any indebtedness or liabilities other than as expressly
      permitted under the Loan Documents;




(iv)  make
      or
      permit to remain outstanding any loan or advance to, or own or acquire any
      stock
      or securities of, any Person other than as permitted under the Loan
      Documents;




(v)  to
      the
      fullest extent permitted by law, engage in any dissolution, liquidation,
      consolidation, merger, sale or other transfer of any of its assets outside
      the
      ordinary course of the Borrower’s business;




(vi)  buy
      or
      hold evidence of indebtedness issued by any other Person (other than cash or
      investment-grade securities); or




(vii)  form,
      acquire or hold any subsidiary (whether corporate, partnership, limited
      liability company or other) or own any equity interest in any other
      entity.




Section
      6.4.FINANCIAL
      REPORT **S**.
      Borrower (or the Servicer on Borrower’s behalf) shall furnish to Lender and its
      duly authorized representatives such information respecting the business and
      financial condition of the Borrower as Lender may reasonably request, and
      without any request, the following financial statements and reports, in a form
      satisfactory to Lender:




(a)  As
      soon
      as available and in any event no later than 12:00 noon New York time on each
      Determination Date and on each Monday (or if not a Business Day, on the next
      following Business Day): (i) the Availability Report in the form and substance
      of Exhibit
      B attached
      hereto; (ii) the Statement of Accounts Receivable showing the detailed aging
      of
      each Receivable, in a form acceptable to Lender in its sole discretion; and
      (iii) the Compliance Certificate in form and substance of Exhibit
      C attached
      hereto;




(b)  Promptly
      after receipt thereof, any written reports, management letters or other detailed
      information contained in writing concerning significant aspects of any Related
      Party’s or any of their subsidiary’s operations or concerning significant
      aspects of any Related Party’s or any of their subsidiary’s financial affairs,
      given to it by its independent public accountants;




(c)  Promptly
      after receipt thereof and in no event more than five (5) Business Days
      thereafter, a copy of each audit or other report made by any state or federal
      agency of the books and records or assets of any Related Party of their
      compliance or non-compliance with applicable laws relating to the underwriting,
      origination, servicing and/or collection of loans;




(d)  Promptly
      (but never more than five (5) Business Days) after knowledge thereof shall
      have
      come to the attention of Borrower, written notice of (i) any threatened or
      pending litigation or governmental proceeding or labor controversy against
      the
      Borrower or any Related Party or (ii) the occurrence of any Default or Event
      of
      Default hereunder or a default under any other Loan Document;




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(e)  As
      soon
      as available, a copy of all federal and state tax returns filed by each Related
      Party during the current fiscal year and each fiscal year hereafter;
      and




(f)  Within
      ten (10) calendar days of a request therefor from Lender, such other information
      (whether financial or otherwise) regarding the Borrower or any Related Party
      as
      Lender shall reasonably require.




**ARTICLE
      7**


**EVENTS
      OF DEFAULT AND REMEDIES**




**Section
      7.1.** **EVENTS
      OF DEFAULT** .
      The
      occurrence of any one or more of the following events shall constitute an “Event
      of Default”:




(a)  The
      Borrower fails to pay the principal component of the Loans or any interest
      thereon when due and payable, whether at a date for the payment of a fixed
      installment or as a contingent or other payment becomes due and payable or
      as a
      result of acceleration or otherwise;




(b)  The
      Borrower fails to pay any Indebtedness (other than the Indebtedness in
      subsection (a) above) when due and payable, whether at a date for the payment
      of
      a fixed installment or as a contingent or other payment becomes due and payable
      or as a result of acceleration or otherwise, within five (5) calendar days
      after
      the same becomes due and payable.




(c)  Any
      “default” or “event of default” (other than those set forth in Subsections (a)
      and (b) above) occurs under any Loan Document, and the same is not remedied
      within the applicable period of grace (if any) provided in such Loan
      Document.




(d)  The
      Borrower fails to duly observe, perform or comply with any covenant, agreement
      or provision of Section 6.1(a), (c), (g), (j), or (m), Section 6.2 or Section
      6.3.




(e)  Any
      Related Party fails (other than as referred to in subsections (a), (b), (c)
      or
      (d) above or (q) below) to duly observe, perform or comply with any covenant,
      agreement, condition or provision of any Loan Document to which it is a party,
      and such failure remains unremedied for a period of ten (10) days after notice
      of such failure is given by any Secured Party to Borrower.




(f)  Any
      representation or warranty previously, presently or hereafter made in writing
      by
      or on behalf of any Related Party in connection with any Loan Document shall
      prove to have been false or incorrect in any material respect as of the date
      upon which the same was made, or any Loan Document at any time ceases to be
      valid, binding and enforceable for any reason.




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(g)  If
      the
      validity or enforceability of any Lien granted to the Collateral Agent for
      the
      benefit of Lender to secure the Indebtedness shall be impaired in any respect
      or
      to any degree, for any reason, or if any other Lien shall be created or imposed
      upon the Collateral.




(h)  If
      any
      judgment or judgments in the aggregate against Borrower or any other Related
      Party (net of any insurance for which the insurance company has admitted
      liability) in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00),
      or any attachment or other levy against the properties or assets of any Related
      Party with respect to a claim for any amount in excess of Twenty-Five Thousand
      Dollars ($25,000.00), remains unpaid, unstayed on appeal, undischarged, unbonded
      or undismissed for a period of thirty (30) days.




(i)  Default
      in the payment of any sum due under any instrument of indebtedness for borrowed
      money owed by any Related Party to any Person, or any other default under such
      instrument of indebtedness for borrowed money that permits such indebtedness
      for
      borrowed money to become due prior to its stated maturity.




(j)  If
      a
      court or governmental authority of competent jurisdiction shall enter an order,
      judgment or decree appointing, with or without any Related Party’s consent or
      acquiescence, a receiver, custodian, liquidator, trustee or other officer with
      similar powers of any Related Party or of the whole or any substantial part
      of
      its properties or assets, or approving a petition filed against any Related
      Party seeking reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under the federal bankruptcy laws
      or
      any other applicable law, and such order, judgment or decree shall remain
      unvacated, unstayed or not set aside for an aggregate of thirty (30) days
      (whether or not consecutive) from the date of the entry thereof or if any
      petition seeking such relief shall be filed against any Related Party and such
      petition shall not be dismissed within thirty (30) days.




(k)  The
      occurrence of a Material Adverse Effect.




(l)  If
      any
      Related Party shall: (i) be generally not paying its debts as they become due;
      (ii) file a petition in bankruptcy or a petition to take advantage of any
      insolvency act or other act for the relief or aid of debtors; (iii) make an
      assignment for the benefit of its creditors; (iv) consent to or acquiesce in
      the
      appointment of a receiver, custodian, liquidator, trustee or other officer
      with
      similar powers of either its properties or assets; (v) file a petition or answer
      seeking reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under the federal bankruptcy laws or any other
      applicable law; (vi) be adjudicated insolvent or be liquidated; (vii) admit
      in
      writing its inability to pay debts as they become due; (viii) voluntarily
      suspend transaction of usual business; or (ix) take any action, corporate or
      otherwise, for the purpose of any of the foregoing.




(m)  Any
      of
      the following shall occur: (i) entry of a court order that enjoins, restrains
      or
      in any way prevents any Related Party from conducting all or any material part
      of its business affairs in the ordinary course of business or (ii) withdrawal
      or
      suspension of any license or authority required for the conduct of any material
      part of any Related Party’s business.




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(n)  Any
      Person seeks to challenge the enforceability of any Loan Document.




(o)  Any
      of
      the following cease to be officers and employees of Manchester Seller or
      Servicer (as applicable), or the terms of their engagement by, or the scope
      of
      their involvement in the business or operations of, Manchester, MIA or MIO
      (as
      applicable) changes in any material respect, unless such cessation or change
      is
      expressly approved by Lender in writing: (i) with respect to Manchester: James
      Wororz, Norm Thoennes, Leroy Taylor and Debbie Bennett; and (ii) with respect
      to
      MIA and MIO: Rick Stanley.




(p)  The
      occurrence of any Servicer Termination Event, Seller Default or Guarantor
      Default.




(q)  Any
      breach by Manchester, MIA, MIO or the Borrower of their covenants and agreements
      under the Post-Closing Agreement.




**Section
      7.2.** **ACCELERATION
      OF THE INDEBTEDNESS** .
      Upon
      the occurrence of an Event of Default described in Sections 7.1(j) and (l)
      above, all of the Indebtedness shall thereupon be immediately due and payable,
      without demand, presentment, notice of demand or dishonor and nonpayment,
      protest, notice of protest, notice of intention to accelerate, declaration
      or
      notice of acceleration, or any other notice or declaration of any kind, all
      of
      which are hereby expressly waived by each Related Party. Upon any such
      acceleration, any obligation of Lender to make any additional advances on the
      Loans shall be permanently terminated. During the continuance of any other
      Event
      of Default, the outstanding principal balance together with all accrued but
      unpaid interest on the Indebtedness and all other sums due and payable by
      Borrower to Lender may, at the option of Lender and without demand, presentment,
      notice of demand or dishonor and nonpayment, protest, notice of protest, notice
      of intention to accelerate, declaration or notice of acceleration, or any other
      notice or declaration of any kind, all of which are hereby expressly waived
      by
      each Related Party, be declared, and immediately shall become due and
      payable.




**Section
      7.3.** **REMEDIES** .
      If any
      Default shall occur and be continuing, Lender may protect and enforce its rights
      under the Loan Documents by any appropriate proceedings, including proceedings
      for specific performance of any covenant or agreement contained in any Loan
      Document and the following rights and remedies:




(a)  All
      of
      the rights and remedies of a secured party under the UCC, as amended, or other
      applicable Law.




(b)  The
      right, to the fullest extent permissible by law, to: (i) enter upon the premises
      of any Related Party, or any other place or places where the Collateral is
      located and kept, without any obligation to pay rent to any Related Party,
      through self-help and without judicial process, without first obtaining a final
      judgment or giving any Related Party notice and opportunity for a hearing on
      the
      validity of Lender’s claim, and remove the Collateral therefrom to the premises
      of any Secured Party or any agent of any Secured Party, for such time as Lender
      may desire, in order to effectively collect and liquidate the Collateral; and/or
      (ii) require any Related Party to assemble the Collateral and make it available
      to such Secured Party at a place to be designated by Lender, in Lender’s
      reasonable discretion.




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(c)  The
      right
      to sell or otherwise dispose of any or all Collateral in its then condition
      at
      public or private sale or sales, in lots or in bulk, for cash or on credit,
      all
      as Lender, in its discretion, may deem advisable; provided that such sales
      may
      be adjourned from time to time with or without notice. The requirement of
      reasonable notice to Related Parties of the time and place of any public sale
      of
      the Collateral or of the time after which any private sale either by Lender
      or
      at its option, a broker, or any other intended disposition thereof is to be
      made, shall be met if such notice is mailed, postage prepaid, to Related Parties
      at the address of Related Parties designated herein at least ten (10) Business
      Days before the date of any public sale or at least ten (10) Business Days
      before the time after which any private sale or other disposition is to be
      made
      unless applicable law requires otherwise.




(d)  Each
      Secured Party shall have the right to conduct such sales on Related Parties’
premises or elsewhere and shall have the right to use Related Parties’ premises
      without charge for such sales for such time or times as Lender may see fit.
      Each
      Secured Party is hereby granted a license or other right to use, without charge,
      Related Parties’ labels, copyrights, rights of use of any name, trade secrets,
      trade names, trademarks and advertising matter, or any property of a similar
      nature, as it pertains to the Collateral, in advertising for sale and selling
      any Collateral and Related Parties’ rights under all licenses and all franchise
      agreements shall inure to the benefit of the Collateral Agent for the benefit
      of
      Lender.




(e)  Each
      Secured Party shall have the right to sell, lease or otherwise dispose of the
      Collateral, or any part thereof, for cash, credit or any combination thereof,
      and such Secured Party may purchase all or part of the Collateral at public
      or,
      if permitted by law, private sale and, in lieu of actual payment of such
      purchase price, may set off the amount of such price against the Indebtedness
      owing by Borrower to Lender, all in the discretion of Lender. The proceeds
      realized from the sale of any Collateral shall be applied first to reasonable
      costs and expenses, attorney’s fees, expert witness fees incurred by any Secured
      Party for collection and for acquisition, completion, protection, removal,
      storage, sale and delivery of the Collateral; second to any unpaid expenses
      or
      fees payable hereunder to any Secured Party or the Custodian; third to all
      payments, other than principal and interest, due under this Agreement; fourth
      to
      interest due upon any of the Indebtedness; fifth to the principal balance owing
      on the Indebtedness; and sixth the remainder, if any, to Borrower, its
      successors or assigns, or to whomsoever may be lawfully entitled to receive
      the
      same. If any deficiency shall arise, Borrower shall remain liable to Lender
      therefor.




(f)  The
      right
      to appoint or seek appointment of a receiver, custodian or trustee of Borrower
      or any of its properties or assets pursuant to court order.




(g)  The
      right
      to cease all advances hereunder.




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(h)  All
      other
      rights and remedies that any Secured Party may have at law or in
      equity.




Additionally,
      if any Default shall occur and be continuing, each Secured Party may enforce
      the
      payment of any Indebtedness due it or enforce any other legal or equitable
      right
      which it may have. All rights, remedies and powers conferred upon Secured
      Parties under the Loan Documents shall be deemed cumulative and not exclusive
      of
      any other rights, remedies or powers available under the Loan Documents or
      at
      Law or in equity.




**Section
      7.4.** **NO
      WAIVER** .
      No
      delay, failure or omission of Lender or the Collateral Agent to exercise any
      right upon the occurrence of any Default or Event of Default shall impair any
      such right or shall be construed to be a waiver of any such Default or Event
      of
      Default or an acquiescence therein. Lender may, from time to time, in a writing
      waive compliance by the other parties with any of the terms of this Agreement
      and its rights and remedies upon any Default or Event of Default, and, Borrower
      agrees that no waiver by Lender shall ever be legally effective unless such
      waiver shall be acknowledged and agreed to in writing by Lender. No waiver
      of
      any Default or Event of Default by Lender shall impair any right or remedy
      of
      Lender not specifically waived. No single, partial or full exercise of any
      right
      of Lender shall preclude any other or further exercise thereof. No modification
      or amendment of or supplement to this Agreement or any other written agreement
      between the parties hereto shall be valid or effective (or serve as a basis
      of
      reliance by way of estoppel) unless the same is in writing and signed by the
      party against whom it is sought to be enforced. The acceptance by Lender at
      any
      time and from time to time of a partial payment or partial performance of any
      of
      Borrower’s obligations set forth herein shall not be deemed a waiver, reduction,
      modification or release from any Default or Event of Default then existing.
      No
      waiver by Lender of any Default or Event of Default shall be deemed to be a
      waiver of any other existing or any subsequent Default or Event of
      Default.




**Section
      7.5.** **APPLICATION
      OF PROCEEDS** .
      After
      an Event of Default shall have occurred and is continuing, all amounts received
      by any Secured Party on account of any Indebtedness and realized by any Secured
      Party with respect to the Collateral, including any sums which may be held
      by
      any Secured Party, or the proceeds of any thereof, shall be applied in the
      same
      manner as proceeds of Collateral as set forth in Section 7.3(e)
      hereof.




**Section
      7.6.** **APPOINTMENT
      OF SECURED PARTIES AS ATTORNEY-IN-FACT** .
      Borrower irrevocably designates, makes, constitutes and appoints each Secured
      Party (and all persons reasonably designated by any Secured Party), with full
      power of substitution, as Borrower’s true and lawful attorney-in-fact (and not
      agent-in-fact) and each Secured Party, or such Secured Party’s agent, may,
      without notice to Borrower, and at such time or times thereafter as such Secured
      Party or said agent, in its discretion, may determine, in Borrower’s or such
      Secured Party’s name, at no duty or obligation on such Secured Party, do the
      following:




(a)  All
      acts
      and things necessary to fulfill Borrower’s administrative duties pursuant to
      this Agreement and the other Loan Documents;




(b)  Upon
      the
      occurrence of any Default or Event of Default, all acts and things necessary
      to
      fulfill Borrower’s obligations under this Agreement and the Loan Documents,
      except as otherwise set forth herein, at the cost and expense of Borrower;
      and




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(c)  In
      addition to, but not in limitation of the foregoing, at any time or times upon
      the occurrence of an Event of Default, each Secured Party shall have the right:
      (i) to enter upon Borrower’s premises and to receive and open all mail directed
      to Borrower and remove all payments to Borrower on the Receivables; (ii) in
      the
      name of Borrower, to notify the Post Office authorities to change the address
      for the delivery of mail addressed to Borrower to such address as such Secured
      Party may designate; (iii) demand, collect, receive for and give renewals,
      extensions, discharges and releases of any Receivable; (iv) institute and
      prosecute legal and equitable proceedings to realize upon the Receivables;
      (v)
      settle, compromise, compound or adjust claims in respect of any Receivable
      or
      any legal proceedings brought in respect thereof; (vi) generally, sell in whole
      or in part for cash, credit or property to others or to itself at any public
      or
      private sale, assign, make any agreement with respect to or otherwise deal
      with
      any of the Receivables as fully and completely as though such Secured Party
      were
      the absolute owner thereof for all purposes, except to the extent limited by
      any
      applicable Laws and subject to any requirements of notice to Borrower or other
      persons under applicable Laws; (vii) take possession and control in any manner
      and in any place of any cash or non-cash items of payment or proceeds of
      Receivables; (viii) endorse the name of Borrower upon any notes, acceptances,
      checks, drafts, money orders, chattel paper or other evidences of payment of
      Receivables that may come into the possession of such Secured Party; and (ix)
      sign Borrower’s name on any instruments or documents relating to any of the
      Collateral, or on drafts against Obligors. The appointment of each Secured
      Party
      as attorney-in-fact for Borrower is coupled with an interest and is
      irrevocable.




**ARTICLE
      8**


**EXPENSES
      AND INDEMNITIES**




**Section
      8.1.** **PAYMENT
      FOR EXPENSES** .
      Borrower shall pay (on the date of the initial funding of the Loans, and
      thereafter, within thirty (30) days after any invoice or other statement or
      notice) all costs and expenses incurred by any Secured Party or any of their
      affiliates, including, without limitation, (a) all documentation and diligence
      fees and expenses, (b) all search, appraisal, recording, professional and filing
      fees and expenses and all other out-of-pocket charges and expenses (including,
      without limitation, UCC and judgment and tax lien searches and UCC filings
      and
      fees for post-closing UCC, judgment and tax lien searches and wire transfer
      fees), (c) all audit fees and expenses, and (d) all of Secured Parties’
attorneys’ fees and expenses in connection with (i) any effort to enforce,
      protect or collect payment of any Indebtedness or to enforce this Agreement,
      any
      other Loan Document or any related agreement, document or instrument, or effect
      collection hereunder or thereunder, (ii) instituting, maintaining, preserving,
      enforcing and foreclosing on the Liens of the Collateral Agent for the benefit
      of the Lender in any of the Collateral, whether through judicial proceedings
      or
      otherwise, (v) defending or prosecuting any actions, claims or proceedings
      arising out of or relating to the Secured Parties’ transactions with the
      Borrower or the Related Parties unless there is a final, non-appealable
      judgement by a court which finds the applicable Secured Party to have acted
      in
      gross negligence or willful misconduct in connection therewith, or (vi) any
      modification, restatement, supplement, amendment, waiver or extension of this
      Agreement, any other Loan Document or any related agreement, document or
      instrument and all of the same may and shall be part of the Indebtedness.
      Borrower hereby further agrees to pay all of the Custodian’s fees and expenses
      owing under the Custodial Agreement and all of the Collateral Agent’s fees and
      expenses pursuant to the Collateral Agent Fee Letter.




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**Section
      8.2.** **GENERAL
      INDEMNIFICATION** .
      Borrower hereby agrees to indemnify and hold each Secured Party harmless, on
      demand, from and against any and all claims, liabilities, obligations, losses,
      damages, penalties, fines, actions, judgments, suits, costs, expenses or
      disbursements (collectively “ Claim ”
or
      “ Claims ”)
      of any
      kind or nature whatsoever, which may be imposed on, incurred by or asserted
      against any Secured Party, or any of their officers, directors, employees or
      agents (including accountants, attorneys or other professionals hired by any
      Secured Party) in any way relating to or arising out of the Loan Documents
      or
      any action taken or omitted by any Secured Party, or any of their officers,
      directors, employees or agents (including accountants, attorneys or other
      professionals) under the Loan Documents, except to the extent such indemnified
      matters are finally found by a court to be caused by the applicable Secured
      Party’s gross negligence or willful misconduct.




**ARTICLE
      9**


**COLLATERAL
      AGENT**




**Section
      9.1.** **APPOINTMENT
      AND AUTHORITY** .
      Lender
      hereby irrevocably authorizes Collateral Agent, and Collateral Agent hereby
      undertakes, to hold and maintain the Collection Account and receive deposits
      therein, and make distributions therefrom in accordance with Section 2.11 and
      to
      take all other actions and to exercise such powers under the Loan Documents
      as
      are specifically delegated to the Collateral Agent by the terms hereof or
      thereof, together with all other powers reasonably incidental thereto. The
      relationship of Collateral Agent to Lender is only that of one a bank acting
      as
      Collateral Agent for Lender, and nothing in the Loan Documents shall be
      construed to constitute Collateral Agent a trustee or other fiduciary for Lender
      or any holder of any participation in the Loans nor to impose on Collateral
      Agent duties and obligations other than those expressly provided for in the
      Loan
      Documents. With respect to any matters not expressly provided for in the Loan
      Documents and any matters which the Loan Documents place within the discretion
      of Collateral Agent, Collateral Agent shall not be required to exercise any
      discretion or take any action, and it may request instructions from Lender
      with
      respect to any such matter, in which case it shall be required to act or to
      refrain from acting (and shall be fully protected and free from liability to
      Lender, all Related Parties or any other Person, pending receipt of instructions
      or in so acting or refraining from acting) upon the instructions of Lender,
      provided, however, that Collateral Agent shall not be required to take any
      action which exposes it to a risk of personal liability that it considers
      unreasonable or which is contrary to the Loan Documents or to applicable
      Law.




**Section
      9.2.** **EXCULPATION,
      COLLATERAL AGENT’S RELIANCE, ETC** .
      Neither
      Collateral Agent nor any of its directors, officers, agents, attorneys, or
      employees shall be liable to Lender, any Related Party or any other Person
      for
      any action taken or omitted to be taken by any of them under or in connection
      with the Loan Documents, including their negligence of any kind, except that
      each shall be liable for its own gross negligence or willful misconduct, as
      determined by a final non-appealable judgment of a court of competent
      jurisdiction. Without limiting the generality of the foregoing, Collateral
      Agent
      (a) may consult with legal counsel (including counsel for Borrower), independent
      public accountants and other experts selected by it and shall not be liable
      for
      any action taken or omitted to be taken in good faith by it in accordance with
      the advice of such counsel, accountants or experts; (b) makes no warranty or
      representation to Lender and shall not be responsible to Lender for any
      statements, warranties or representations made in or in connection with the
      Loan
      Documents; (c) shall not have any duty to ascertain or to inquire as to the
      performance or observance of any of the terms, covenants or conditions of the
      Loan Documents on the part of any Related Party or to inspect the property
      (including the books and records) of any Related Party; (d) shall not be
      responsible to Lender for the due execution, legality, validity, enforceability,
      genuineness, sufficiency or value of any Loan Document or any instrument or
      document furnished in connection therewith; (e) may rely upon the
      representations and warranties of each Related Party or Secured Party in
      exercising its powers hereunder; and (f) shall incur no liability to Lender
      under or in respect of the Loan Documents by acting upon any notice, consent,
      certificate or other instrument or writing (including any facsimile, telegram,
      cable or telex) believed by it to be genuine and signed or sent by the proper
      Person or Persons. The Collateral Agent shall be fully justified in failing
      or
      refusing to take any action under this Agreement or any other Loan Document
      unless it shall first receive such advice or concurrence of Lender as it deems
      appropriate. Collateral Agent shall not be liable to Lender, any Related Party
      or any other Person for special, exemplary, punitive or consequential
      damages.




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**Section
      9.3.** **INDEMNIFICATION** .
      Lender
      agrees to indemnify Collateral Agent (to the extent not reimbursed by Borrower
      within ten (10) days after demand) from and against any and all liabilities,
      obligations, claims, losses, damages, penalties, fines, actions, judgments,
      suits, settlements, costs, expenses or disbursements (including reasonable
      fees
      of attorneys, accountants, experts and advisors) of any kind or nature
      whatsoever (in this section collectively called “liabilities and costs”) which
      to any extent (in whole or in part) may be imposed on, incurred by, or asserted
      against Collateral Agent arising out of, resulting from or in any other way
      associated with any of the Collateral, the Loan Documents and the transactions
      and events (including the enforcement thereof) at any time associated therewith
      or contemplated therein (whether arising in contract or in tort and
      otherwise).


**T** **HE
        FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND
        COSTS
        ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM
        OR
        THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT
        ACT OR OMISSION OF ANY KIND BY** **C** **OLLATERAL** **A** **GENT,**




provided
      only that Lender shall not be obligated under this section to indemnify
      Collateral Agent for that portion, if any, of any liabilities and costs which
      is
      proximately caused by Collateral Agent’s own individual gross negligence or
      willful misconduct, as determined in a final non-appealable judgment. Cumulative
      of the foregoing, Lender agrees to reimburse Collateral Agent promptly upon
      demand any costs and expenses to be paid to Collateral Agent by Borrower under
      Section 8.1 to the extent that Collateral Agent is not timely reimbursed for
      such expenses by Borrower as provided in such section. As used in this section
      the term “Collateral Agent” shall refer not only to the Person designated as
      such in this Agreement but also to each director, officer, attorney, employee,
      representative and Affiliate of such Person.




-49-




**Section
      9.4.** **BENEFIT
      OF ARTICLE 9** .
      The
      provisions of this Article are intended solely for the benefit of Lender, and
      no
      Related Party shall be entitled to rely on any such provision or assert any
      such
      provision in a claim or defense against Lender. Lender and the Collateral Agent
      may waive or amend such provisions as they desire without any notice to or
      consent of Borrower or any other Related Party.




**Section
      9.5.** **RESIGNATION
      AND REMOVAL OF COLLATERAL AGENT** .
      The
      Collateral Agent may be removed at any time with or without cause by Lender.
      The
      Collateral Agent may resign at any time by giving written notice thereof to
      Lender and Borrower. Each such notice shall set forth the date of such
      resignation. Upon any such removal or resignation, Lender shall have the right
      to appoint a successor Collateral Agent, or may act as the Collateral Agent
      itself. A successor must be appointed for any removed or retiring Collateral
      Agent, and such Collateral Agent’s resignation or removal shall become effective
      only when such successor accepts such appointment. If, within sixty days after
      the date of the retiring or removed Collateral Agent’s resignation or removal,
      as applicable, no successor Collateral Agent has been appointed and has accepted
      such appointment, then the retiring or removed Collateral Agent’s resignation or
      removal, as applicable, shall nonetheless be effective as of such date. Upon
      the
      earlier of the acceptance of any appointment as Collateral Agent hereunder
      by a
      successor Collateral Agent or the effective date of the retiring or removed
      Collateral Agent’s resignation or removal, the retiring or removed Collateral
      Agent, as applicable, shall be discharged from its duties and obligations under
      this Agreement and the other Loan Documents. After any retiring or removed
      Collateral Agent’s resignation or removal hereunder, as applicable, the
      provisions of this Article 9 shall continue to inure to its benefit as to any
      actions taken or omitted to be taken by it while it was Collateral Agent under
      the Loan Documents. Upon the removal or resignation of the Collateral Agent,
      the
      Collateral Agent hereby agrees, at Borrower’s expense, to cooperate with Lender
      in transferring to the successor Collateral Agent the Collection Account and
      all
      amounts therein, all documents, instruments, chattel paper and other items
      in
      its possession, and all UCC-1 financing statements naming it as secured party
      thereunder and hereby further agrees to cause to be promptly and duly taken,
      executed, acknowledged and delivered all such further acts, documents and
      assurances as may from time to time be necessary or as Lender may from time
      to
      time reasonably request in order to so transfer to any successor Collateral
      Agent any duties and documents, instruments or chattel paper.




**Section
      9.6.** **NOTICE
      OF DEFAULTS** .
      Collateral Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default, except with respect to defaults in the payment of
      amounts required to be paid to Collateral Agent for the account of Lender or
      otherwise, unless Collateral Agent shall have received written notice from
      a
      Lender or Borrower referring to this Agreement, describing such Default and
      stating that such notice is a “notice of default.” Collateral Agent will notify
      Lender of its receipt of any such notice. Collateral Agent shall take such
      action with respect to such Default as may be directed by Lender; provided,
      however, that unless and until Collateral Agent has received any such direction,
      Collateral Agent may (but shall not be obligated to) take such action, or
      refrain from taking such action, with respect to such Default as it shall deem
      advisable or in the best interest of Lender.




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**ARTICLE
      10**


**MISCELLANEOUS**




**Section
      10.1.** **NOTICES** .
      Except
      when telephonic notice is expressly authorized by this Agreement, any notice
      or
      other communication to any party in connection with this Agreement shall be
      in
      writing and shall be sent by manual delivery, telegram, facsimile transmission,
      overnight courier or United States mail (postage prepaid) addressed to such
      party at the address specified on Schedule A hereto, or at such other address
      as
      such party shall have specified to the other party hereto in writing. All
      periods of notice shall be measured from the date of delivery thereof if
      manually delivered, from the date of sending thereof if sent by telegram, or
      facsimile transmission, from the first Business Day after the date of sending
      if
      sent by overnight courier, or from four days after the date of mailing if
      mailed; provided, that any notice to a Secured Party under Section 2.1 hereof
      shall be deemed to have been given only when received by such Secured Party.
      The
      Borrower hereby authorizes Secured Parties to rely upon the telephone or written
      instructions of any person identifying himself or herself as an authorized
      officer of the Borrower and upon any signature which such Secured Party believes
      to be genuine, and the Borrower shall be bound thereby in the same manner as
      if
      the Borrower were authorized or such signature were genuine.




**Section
      10.2.** **ASSIGNMENTS
      AND PARTICIPATIONS** .
      Lender
      may at any time sell, assign, grant participations in, delegate or otherwise
      transfer to any other Person (an “ Assignee ”)
      all or
      part of the rights and duties of Lender under this Agreement and the other
      Loan
      Documents pursuant to a written instrument a copy of which has been delivered
      to
      Collateral Agent. To the extent indicated in any document, instrument or
      agreement so selling, assigning, granting participations in, or otherwise
      transferring to an Assignee such rights and/or duties, (i) the Assignee shall
      acquire all of Lender’s rights under the Agreement and the other Loan documents
      and (ii) the Assignee shall be deemed to be the “Lender” under this Agreement
      and the other Loan Documents with the authority to exercise such rights in
      the
      capacity of Lender; provided, however, all such Assignees shall be bound by
      the
      terms of Article 9, and similar provisions in the other Loan Documents. Related
      Parties hereby authorize Lender to disseminate any information it has pertaining
      to the Indebtedness, including without limitation, complete and current credit
      information on Related Parties and any of their principals to any Assignee
      or
      prospective Assignee.




**Section
      10.3.** **SURVIVAL
      OF AGREEMENTS** .
      All of
      the various representations, warranties, covenants and agreements of Related
      Parties (including without limitation, any agreements to pay costs and expenses
      and to indemnify Secured Parties) in the Loan Documents shall survive the
      execution and delivery of the Loan Documents and the performance under such
      Loan
      Documents, and the Collateral Agent for the benefit of Lender shall retain
      its
      Liens in the Collateral and all of its rights and remedies under the Loan
      Documents notwithstanding any termination of financing under this Agreement
      until all Indebtedness is fully performed and paid in full in cash. All
      indemnity obligations and all other obligations to pay costs and expenses of
      the
      Related Parties hereunder and under the other Loan Documents shall survive
      payment of the Indebtedness in full.




**Section
      10.4.** **NO
      OBLIGATION BEYOND MATURITY** .
      Each
      Related Party agrees and acknowledges that upon the Maturity Date, Lender shall
      have no obligation to renew, extend, modify or rearrange the Loans or make
      further advances and shall have the right to require all amounts due and owing
      under the Loans to be paid in full upon such date.




-51-




**Section
      10.5.** **PRIOR
      AGREEMENTS SUPERSEDED** .
      This
      Agreement, together with the other Loan Documents, constitute the sole and
      only
      agreement of the parties hereto and supersede any prior understandings or
      written or oral agreements between the parties respecting the subject matter
      of
      this Agreement and the other Loan Documents. No provision of this Agreement
      or
      other Loan Document may be modified, waived or terminated except by instrument
      in writing executed by Lender and the party against whom a modification, waiver
      or termination is sought to be enforced.




**Section
      10.6.** **PARTIES
      BOUND** .
      This
      Agreement shall be binding upon the Borrower, the Collateral Agent, Lender
      and
      their respective successors and assigns, and shall inure to the benefit of
      the
      Borrower, the Collateral Agent, Lender and the successors and permitted assigns
      of Borrower, the Collateral Agent and Lender. Borrower shall not assign its
      rights or duties hereunder without the written consent of Lender.




**Section
      10.7.** **NO
      THIRD PARTY BENEFICIARY** .
      This
      Agreement is for the sole benefit of Lender, the Collateral Agent and Borrower
      and is not for the benefit of any third party.




**Section
      10.8.** **EXECUTION
      IN COUNTERPARTS** .
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed to be an original, and all of which taken together shall
      constitute but one and the same instrument.




**Section
      10.9.** **SEVERABILITY
      OF PROVISIONS** .
      Any
      provision which is determined to be unconscionable, against public policy or
      any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.




**Section
      10.10.** **FURTHER
      INSTRUMENTS** .
      Borrower shall from time to time execute and deliver, and shall cause each
      of
      its subsidiaries to execute and deliver, all such amendments, supplements and
      other modifications hereto and to the other Loan Documents and all such
      financing statements or continuation statements, instruments of further
      assurance and any other instruments, and shall take such other actions, as
      Lender or the Collateral Agent reasonably requests and deems necessary or
      advisable in furtherance of the agreements contained herein.




**Section
      10.11.** **COUNTERPARTS** .
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and either of the parties
      hereto may execute this Agreement by signing any such counterpart. Any such
      counterpart which is delivered to Lender by email, facsimile or other similar
      electronic transmission shall be deemed the equivalent of an originally executed
      counterpart and shall be fully admissible in any enforcement proceedings
      regarding this Agreement.




**Section
      10.12.** **GOVERNING
      LAW** .
      THIS
      AGREEMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF
      THE
      STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
      GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES
      OF AMERICA. EACH PARTY HERETO HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING
      AGAINST IT WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
      STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
      OF NEW YORK AS LENDER MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, EACH
      PARTY HERETO ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
      GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
      COURTS. EACH PARTY HERETO AGREES THAT SECTIONS 5-1401 AND 5.1402 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS
      AND
      WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE
      SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY
      WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND AGREES THAT ALL
      SUCH
      SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO IT AT THE ADDRESS
      SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
      UPON ACTUAL RECEIPT THEREOF.




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**Section
      10.13.** **CONSENT
      TO JURISDICTION** .
      AT THE
      OPTION OF LENDER, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS MAY
      BE
      ENFORCED IN ANY FEDERAL COURT OR NEW YORK STATE COURT SITTING IN NEW YORK,
      NEW
      YORK; AND EACH PARTY HERETO CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH
      COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.
      IN
      THE EVENT ANY RELATED PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR
      VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM
      THE
      RELATIONSHIP CREATED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,
      LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE
      OF
      THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
      ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
      PREJUDICE.




**Section
      10.14.** **WAIVER
      OF JURY TRIAL** .
      EACH
      PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      TO
      ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR UNDER ANY OF THE OTHER
      LOAN DOCUMENTS, OR (b) ARISING FROM ANY LENDING RELATIONSHIP EXISTING AMONG
      THE
      COLLATERAL AGENT AND LENDER, ON THE ONE HAND, AND THE RELATED PARTIES, ON THE
      OTHER HAND, IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION
      OR
      PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.




**Section
      10.15.** **PLEDGE
      BY LENDER** .
      For the
      avoidance of doubt, it is agreed that Lender may at any time pledge the
      Indebtedness owed to it or create a security interest in all or any portion
      of
      its rights under this Agreement or the other Loan Documents in favor of any
      Person; provided, however, that (i) no such pledge or grant of security interest
      to any Person shall release Lender from its obligations hereunder or under
      any
      other Loan Document and (ii) the acquisition of title to Lender’s Indebtedness
      pursuant to any foreclosure or other exercise of remedies by such Person shall
      be subject to the provisions of this Agreement and the other Loan Documents
      in
      all respects.




-53-




**Section
      10.16.** **COMMITMENT
      LETTER** .  This
      Agreement was made pursuant to the terms of that certain Commitment Letter
      (the
“Commitment Letter”) dated September 28, 2006 among Lender, Manchester and Palm
      Beach Links Capital, L.P, and any amendment, supplement, restatement,
      modifications or extension thereof. To the extent this Agreement supersedes
      any
      terms or provisions of the Commitment Letter, this Agreement shall control.
      Any
      terms or provisions of the Commitment Letter which are not expressly superseded
      by this Agreement shall remain in effect.




**Section
      10.17.** **TIME
      OF ESSENCE** .
      Time is
      of the essence for the performance of the obligations set forth in this
      Agreement and the Loan Documents.




*[The
      remainder of this page intentionally left blank]*




-54-


IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day and year
      first set forth above.




BORROWER:MANCHESTER
                INDIANA FUNDING, LLC,
              a
                Delaware limited liability companyBy:
            MANCHESTER INDIANA ACCEPTANCE , INC.,its MemberBy:Name:Title:


LENDER:PALM
                  BEACH MULTI-STRATEGY FUND, L.P.By:
              PALM BEACH LINKS CAPITAL, L.P.,its
                  general partnerBy:PBL
                HOLDINGS, LLC,its
                  general partnerBy:Managing
                  DirectorBy:Managing
                  Director
  BANK
                  OF NEW YORK TRUST COMPANY, N.A.
                as
                  Collateral AgentBy:Name:
                John C. StohlmannTitle:
                  Vice President







EXHIBIT
      A




REQUEST
      FOR ADVANCE




MANCHESTER
      INDIANA FUNDING, LLC




To:
            
            Palm Beach Multi-Strategy Fund L.P.
              2911
                Turtle Creek Blvd.
              Suite
                1200
              Dallas
              Texas
                75219  Re:
            
            Loan
                and Security Agreement (as amended from time to time, the “Loan
                Agreement”), dated as of December 28, 2006, by and among Palm Beach
                Multi-Strategy Fund, L.P., Manchester Indiana Funding, LLC and The
                Bank of
                New York, as Collateral Agent




Date
      of
      Request: ______________ ,
      200__




This
      Request for Advance is delivered pursuant to Section
      4.2 of the
      Loan Agreement. All terms defined in the Loan Agreement shall have the same
      meaning herein, except as expressly stipulated otherwise
      herein.


I.
              (i)
              Total
                  Receivables to be contributedrelated
                  to Request for Advance:
              $(ii)
              Less(A)
                  Unearned finance charges/insurance/fees
              
              (
              )(B)
                  Net ineligible Receivables
              
              (
              )(C)
                  Total Eligible Receivables to be contributed related to Request
                  for
                  Advance (I(i) minus I(ii)(A) and (B))
              $II.
              (i)
              Gross
                  Availability related to Request for Advance:Advance
                  Rate 80.0% x Total Eligible Receivables (I)(C)
              $(ii)
              Request
                  for Advance
              $(iii)
              Loan
                  amount available(A)
              Loan
                  amount
              $
              30,000,000.00(B)
              Current
                  Outstanding Balance of Indebtedness
              $(C)
              Available
                  (II(iii)(A) minus II(iii)(B))
              $Amount
                  of Advance (least of II(i), II(ii), and II(iii)(C)
              $





To
      induce
      Lender to make the Loan requested herein, Borrower hereby represents, warrants,
      acknowledges and agrees to and with Lender that:




A-1




a.
            upon
                making the requested advance, the aggregate principal balance of
                the
                outstanding Loan made by Lender shall be equal to or less than the
                lesser
                of (i) the Amount of Credit Line or (ii) the Availability on Eligible
                Receivables;




b.
            the
                representations and warranties made in the Loan Agreement and the
                other
                Loan Documents are true and correct in all material respects on and
                as of
                the date hereof, with the same effect as though such representations
                and
                warranties had been made on and as of the date
                hereof;




c.
            no
                Default or Event of Default has occurred and is continuing or would
                be
                caused by the advance requested
                hereby;




d.
            Borrower
                has performed and complied with all agreements and conditions required
                to
                be performed or complied with by it under the Loan
                Documents.




e.
            all
                necessary authorizations and approvals contemplated by the Loan Documents
                have been duly obtained and are in full force and effect;
                and




f.
            the
                proceeds of the requested advance shall be used for the purposes
                set forth
                in Section 3.11 of the Loan
                Agreement.




g.
            the
                officer of Borrower signing this Request for Advance is the duly
                elected,
                qualified and acting officer of Borrower as indicated below such
                officer’s
                signature hereto having all necessary authority to act for Borrower
                in
                making the request herein contained.




MANCHESTER
                INDIANA FUNDING, LLC
              By:
                Manchester Indiana Acceptance, Inc., its MemberBy:Name:Title:


A-2





EXHIBIT
      B




AVAILABILITY
      REPORT




B-1


EXHIBIT
      C




COMPLIANCE
      CERTIFICATE





To:
            
            Palm Beach Multi-Strategy Fund, L.P.
              c/o
                LinksBusiness Capital, LP
              2911
                Turtle Creek Blvd., Suite 1200
              Dallas,
                TX 75219  Re:
            Loan
                and Security Agreement (as amended from time to time, the “Loan
                Agreement”),
                dated as of December 28, 2006, by and among Manchester Indiana Funding,
                LLC (“Borrower”),
                Palm Beach Multi-Strategy Fund, L.P., as Lender, and The Bank of
                New York
                Trust Company, N.A., or any affiliated successor thereto, as Collateral
                Agent




Reference
      is hereby made to the Loan Agreement. Terms used and not otherwise defined
      herein shall have the meaning given to them in the Loan Agreement. This
      Compliance Certificate (this “ Certificate ”)
      is
      being delivered to you pursuant to Section 6.4(a)(iii) of the Loan Agreement.
      Borrower hereby represents, warrants, acknowledges and agrees to and with Lender
      that:




(a)  The
      representations and warranties of Borrower made in the Loan Agreement and the
      other Loan Documents are true and correct in all material respects on and as
      of
      the date hereof, with the same effect as though such representations and
      warranties had been made on and as of the date hereof;




(b)  There
      does not exist on the date hereof any condition or event which constitutes
      a
      Default or Event of Default;




(c)  The
      officer of Borrower signing this Certificate is the duly elected, qualified
      and
      acting officer of Borrower as indicated below such officer’s signature
      hereto.




C-1


IN
      WITNESS WHEREOF, this Certificate is executed as of ____________,
      20__.




MANCHESTER INDIANA FUNDING, LLCBy:
            MANCHESTER INDIANA ACCEPTANCE, INC.its MemberBy:Name:Title:







C-2




SCHEDULE
      A TO


LOAN
      AND
      SECURITY AGREEMENT




This
      Schedule A to the Loan and Security Agreement is executed in conjunction
      with that certain Loan and Security Agreement (“ Loan
      Agreement ”),
      dated
      December 28, 2006, by and between Manchester Indiana Funding, LLC, as Borrower,
      Palm Beach Multi-Strategy Fund, L.P. as Lender and The Bank of New York Trust
      Company, N.A., or any affiliated successor thereto, as Collateral
      Agent.




**ELIGIBLE
      RECEIVABLES TESTS**




**SECTION
      1.1(a)(i)** **AGING
      PROCEDURES**




The
      term
“Aging Procedures” shall mean, with respect to a Receivable, such Receivable has
      been reported to the Lender in compliance with the following aging
      procedures:


No
                  payment missed or due
              =
              Current1
                  to 30 days past due
              =
              “30
                  day Account”31
                  to 60 days past due
              =
              “60
                  day Account”61
                  or more days past due
              =
              “60+
                  day Account”




**SECTION
      1.1(** **a** **)(** **ii** **)**   **APPROVED
      STATES**




The
      term
“Approved States” shall mean Indiana.




**SECTION
      1.1(** **a** **)(** **iii** **)** **ELIGIBILITY
      TEST**




The
      term
“Eligibility Test” shall mean satisfaction of the following additional tests to
      determine the eligibility of a Receivable for purposes of being an Eligible
      Receivable:




1.
            Such
                Receivable is not sixty one (61) days or more contractually past
                the due
                date set forth in the underlying Contract unless the applicable Obligor
                is
                protected under the Servicemembers Civil Relief Act of 2003, and
                the
                contribution of such Receivable will not cause the aggregate principal
                balance of all Eligible Receivables which are more than 30 days
                contractually past due to exceed five percent (5%) of the aggregate
                principal balance of all Eligible
                Receivables.




2.
            The
                minimum interest rate on the Consumer Loan Documents underlying such
                Receivable is at least 19% per annum with respect to the Initial
                Receivables and at least 24% per annum with respect to any other
                Eligible
                Receivables, in each case payable no less frequently than
                monthly.









3.
            The
                Contribution of the Receivable will not cause the weighted average
                age (by
                unpaid principal balance, based on model year) of all Eligible Receivables
                to exceed eight (8) years.




4.
            The
                contribution of the Receivable will not cause the weighted average
                mileage
                (by unpaid principal balance, at the time of sale) of all Eligible
                Receivables to exceed 95,000.




5.
            The
                contribution of the Receivable will not cause the weighted average
                down
                payment with respect to all Eligible Receivables (by unpaid principal
                balance) to be less than 8% of the initial price of the related Financed
                Vehicles.




**SECTION
      1.1** **(a)(iv)**   **MAXIMUM
      AMOUNT OF AN ELIGIBLE** **RECEIVABLE**




The
      maximum principal balance of an Eligible Receivable (the “ Maximum
      Amount of an Eligible Receivable ”),
      for
      any date of determination, shall not exceed $15,000, as of such determination
      date.




**SECTION
      1.1** **(a)(v)** **MAXIMUM
      TERM OF AN ELIGIBLE RECEIVABLE**




The
      maximum term of an Eligible Receivable (the “ Maximum
      Term of an Eligible Receivable ”),
      for
      any date of determination, shall not have more than 59 months remaining until
      the due date of such Eligible Receivable, as of such determination
      date.




**SECTION
      1.1(c)** **GUARANTORS**




1.
            Manchester,
                Inc., a Nevada corporation.


2.
            Manchester
                Indiana Operations, Inc., a Delaware
                corporation.


3.
            Manchester
                Indiana Acceptance, Inc., a Delaware
                corporation.




**SECTION
      1.1(d)** **MATURITY
      DATE**




The
      term
“Maturity Date” shall mean December 28, 2009.




**SECTION
      2.1(a)(i)** **MINIMUM
      AMOUNT FUNDED UNDER A LOAN**




The
      minimum amount of any advance funded under the Loan shall not be less than
      $200,000.




-2-




**SECTION
      2.1(a) (ii)**   **AMOUNT
      OF CREDIT LINE**




Thirty
      million dollars ($30,000,000).




**SECTION
      5.1(b)** **ASSUMED
      NAMES**




(i)  Borrower:




[TO
      BE
      PROVIDED]




(ii)  Guarantors:




JD
                Byrider Franchise # IN106F.S.
                English, Inc, dba JD ByriderGNAC,
                Inc. dba CarNow Acceptance Company
                (CNAC)




**SECTION
      5.1(n)** **BUSINESS
      LOCATIONS**




All
      locations are as follows:




3250
                West Washington Street, Indianapolis, IN5055
                US 41 South, Terre Haute, IN1999
                East Ft Harrision Road, Terre Haute, IN1630
                Coliseum Blvd North, Fort Wayne, IN5000
                Decature Road, Fort Wayne IN




**SECTION
      5.1(x)** **RELATED** **PARTY** **INFORMATION**




Exact
                Name of Related Party
            
            State
                of Organization
            
            Federal
                Tax I.D. No.
            
            Chief
                Executive Officer
            
            Prior
                Names
            
            Charter
                No.Manchester
                Indiana Funding, LLC
            
            DE
            
            
            
            Richard
                Gaines
            
            None
            
            4275138Manchester
                Indiana Operations, Inc.
            
            DE
            
            20-5943757
            
            Rick
                Stanley
            
            None
            
            4255687Manchester
                Indiana Acceptance, Inc.
            
            DE
            
            20-5943834
            
            Rick
                Stanley
            
            None
            
            4255689Manchester
                Inc.
            
            NV
            
            98-0380409
            
            Richard
                Gaines
            
            None
            
            C21342-2002




-3-




**SECTION
      10.1.**  **NOTICES**


**Lender:**
              
              Palm
                  Beach Multi-Strategy Fund, L.P.c/o
                  Links Business Capital, LP2911
                  Turtle Creek Blvd., Suite 1200Dallas,
                  Texas 75219Tel:
                  214.276.5670Fax:
                  214.276.5692With
                  a copy to:
              
              Bank
                  of New York Trust Company, N.A.600
                  N. Pearl St., Suite 420Dallas,
                  Texas 75201Attn:
                  John C. StohlmannTelephone:
                  (214) 880-8238Fax:
                  (214) 880-8253**Borrower:**
              
              Manchester
                  Indiana Funding, LLC100
                  Crescent Court, 7thFloorDallas,
                  Texas 75201Facsimile:
                  (214) 459-8035Attn:
                  Richard D. Gaines, Corporate Secretary**Manchester:**
              
              Manchester
                  Inc.100
                  Crescent Court, 7thFloorDallas,
                  Texas 75201Facsimile:
                  (214) 459-8035Attn:
                  Richard D. Gaines, Corporate Secretary**Collateral
                  Agent**:
              
              Bank
                  of New York Trust Company, N.A.600
                  N. Pearl St., Suite 420Dallas,
                  Texas 75201Attn:
                  John C. StohlmannTelephone:
                  (214) 880-8238Fax:
                  (214) 880-8253




-4-