Exhibit
10.19





AMENDED
AND RESTATED




LOAN AND
SECURITY AGREEMENT




JRAS,
LLC





As
Borrower





JAMES
SCHRULL,


PERIMETER
INVESTMENT SOLUTIONS, LLC


JJG,
LLC,


SOUTHERN
CRESCENT FINANCE, LLC,


JRAS OF
SOUTH CAROLINA, LLC,


JRAS OF
TENNESSEE, LLC,


JRAS OF
FLORIDA, LLC, AND


JRAS OF
ALABAMA, LLC,





As
Guarantors








And








CAPITALSOURCE
FINANCE LLC









As
Lender









Dated:  November
19, 2007







DAL
76351883v6







TABLE
OF CONTENTS






1.
            DEFINITIONS






2.
            LOAN.




2.1
            Amount and evidence of loan


2.2
            Interest Rate.


2.3
            Payments.


2.4
            Payment Due on a Non-Business Day.


2.5
            Mandatory Payments


2.6
            Voluntary Prepayments


2.7
            Maximum Interest; Controlling Agreement


2.8
            Interest After Default


2.9
            Statement of Account


2.10
            Application of Payments


2.11
            Commitment Fee and Unused Line Fee


2.12
            Increased Costs


2.13
            Basis for Determining Interest Rate Inadequate or
      Unfair.


2.14
            Right of First Refusal


2.15
            Capital Adequacy.




3.
            SECURITY.




3.1
            Security Interest


3.2
            Financing Statements and Further Assurances


3.3
            Delivery of Receivables


3.4
            Failure to Deliver


3.5
            Notice of Collateral Assignment


3.6
            Records and Inspections


3.7
            Collection


3.8
            Blocked Account/Lock-Box Agreement


3.9
            Protection of Receivable Records


3.10
            Use of Proceeds


3.11
            Return of Collateral


3.12
            Lender’s Payment of Claims


3.13
            Sale of Collateral


3.14
            Subordination




4.
            CONDITIONS OF CLOSING; SUBSEQUENT ADVANCES.




4.1
            Initial Advance


4.2
            Subsequent Advances


4.3
            All Advances to Constitute One Loan


4.4
            Advances




5.
            REPRESENTATIONS AND WARRANTIES.




5.1
            Representations and Warranties


5.2
            Representations and Warranties as to
      Receivables




6.
            COVENANTS AND OTHER AGREEMENTS.




6.1
            Affirmative Covenants


6.2
            Negative Covenants


6.3
            Reporting Requirements and Accounting
      Practices


6.4
            Account Debtors’ Addresses


6.5
            Financial Reports


6.6
            Notice of Changes




7.
            EVENTS OF DEFAULT AND REMEDIES.




7.1
            Events of Default


7.2
            Acceleration of the Indebtedness


7.3
            Remedies


7.4
            No Waiver


7.5
            Application of Proceeds


7.6
            Appointment of Lender as Attorney-in-Fact




8.
            EXPENSES AND INDEMNITIES.




8.1
            Reimbursement for Expenses


8.2
            General Indemnification


8.3
            Custodian Expenses




9.
            MISCELLANEOUS.




9.1
            Notices


9.2
            Participations


9.3
            Survival of Agreements


9.4
            No Obligation Beyond Maturity


9.5
            Prior Agreements Superseded


9.6
            Parties Bound


9.7
            Assignment by Lender


9.8
            Number and Gender


9.9
            No Third Party Beneficiary


9.10
            Execution in Counterparts


9.11
            Severability of Provisions


9.12
            Headings


9.13
            Schedules and Exhibits


9.14
            Further Instruments


9.15
            Governing Law


9.16
            Jurisdiction and Venue


9.17
            Waiver


9.18
            Waiver of Right to Trial by Jury


9.19
            Advice of Counsel


9.20
            Time of Essence


9.21
            Splitting of INDEBTEDNESS, This Agreement and Other Loan
      Documents


9.22
            Confidentiality AND PUBLICITY.


9.23
            No Offset


9.24
            AMENDMENT AND RESTATEMENT.









SCHEDULE
A TO LOAN AND SECURITY AGREEMENT




EXHIBITS
TO LOAN AND SECURITY AGREEMENT


Exhibit
A—Borrowing Base Certificate


Exhibit
B—Request for Return of Collateral


Exhibit
C—Underwriting Guidelines


Exhibit
D—Form of Consumer Loan Documents


Loan
and Security
Agreement
 DAL
76351883v6














AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT









THIS
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into on November 19,
2007 between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company
(“Lender”),
JRAS, LLC, a Georgia limited liability company (“Borrower”), and JAMES
SCHRULL (“Schrull”), PERIMETER
INVESTMENT SOLUTIONS, LLC (“Perimeter”), JJG, LLC
(“JJG”),
SOUTHERN CRESCENT FINANCE, LLC (“Southern”), JRAS OF
SOUTH CAROLINA, LLC (“JRAS South
Carolina”), JRAS OF TENNESSEE, LLC (“JRAS Tennessee”),
JRAS OF FLORIDA, LLC (“JRAS Florida”), and
JRAS OF ALABAMA, LLC (“JRAS Alabama”, and
together with Schrull, Perimeter, JJG, Southern, JRAS South Carolina, JRAS
Tennessee, JRAS Florida, JRAS Alabama, the “Guarantors”).







WHEREAS,
JJG, LLC (“JJG”), Southland
Finance Corporation (“Southland”), and
Lender entered into a Loan and Security Agreement, dated January 4, 2007 (the
“Original Loan
Agreement”);




WHEREAS,
JJG and Southland have entered into certain agreements pursuant to which they
have reorganized their corporate structure (the “Reorganization”)




WHEREAS,
as a result of the Reorganization, Borrower is the sole member of
JJG;




WHEREAS,
to more fully evidence the transactions that occurred as a result of the
Reorganization, the Lender and the Borrower have agreed to amend and restate the
Original Loan Agreement in its entirety as set forth herein;




NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the parties hereto agree as follows:




1.  DEFINITIONS




.  (terms
not defined below are defined in SCHEDULE A TO
LOAN AND SECURITY AGREEMENT)




ACCOUNT
DEBTOR.  The term “Account Debtor” shall mean any Person that is or
Persons that are an obligor in respect of any Receivable.




AFFILIATE.  The
term “Affiliate” shall mean, as applied to any Person, any other Person who,
directly or indirectly, controls, is controlled by, or is under common control
with, such Person.  For purposes of this definition, “control” means
the possession, directly or indirectly, of the power to direct the management
and policies of a Person, whether through the ownership of capital stock or
similar ownership interests, by contract, or otherwise; provided, however, that, in the
case of the Borrower, in any event:  (a) any Person that owns directly
or indirectly 10% or more of the capital stock or similar ownership interests
having ordinary voting power for the election of directors or other members of
the governing body of a the Borrower or 10% or more of the partnership or other
ownership interests of a Borrower (other than as a limited partner of such
Person) shall be deemed to control such Person; (b) each director (or comparable
manager) of a Person shall be deemed to be an Affiliate of such Person; and (c)
each partnership or joint venture in which a Person is a partner or joint
venturer shall be deemed to be an Affiliate of such Person.




AGREEMENT.  The
term “Agreement” shall mean this Amended and Restated Loan and Security
Agreement between Lender and Borrower and any amendment, modifications or
extension hereof.




APPLICABLE
MARGIN.  The term “Applicable Margin” shall mean (a) with respect to
the Prime Rate Loan, two percent (2.0%), and (b) with respect to the LIBOR Loan,
an amount needed for the initial interest rate to accrue on the LIBOR Loan to be
equal to the interest rate accruing on the Prime Rate Loan on the effective date
of the LIBOR Rate Conversion, as determined from time to time by Lender in its
sole discretion; provided, however, the
“Applicable Margin” for the Prime Rate Loan after a Prime Rate Conversion shall
be an amount needed for the initial interest rate to accrue on the Prime Rate
Loan after the Prime Rate Conversion to be equal to the interest rate accruing
on the LIBOR Loan on the effective date of the Prime Rate Conversion, as
determined from time to time by Lender in its sole discretion.




APPROVED
SALE LEASEBACK TRANSACTION.  The term “Approved Sale Leaseback
Transaction” means a sale-leaseback transaction between the Borrower, as seller
and lessee, and a third party, as purchaser and lessor, pursuant to one or more
sale-leaseback agreements or other agreements and documents in a form approved
by the Lender, the terms of which (including the lease payments and sale price)
have been approved by Lender in its sole discretion.




APPROVED
STATES.  The term “Approved States” shall have the meaning set forth
in Section 6.1(h)
hereof.




ASSIGNMENT
OF LIFE INSURANCE POLICIES.  The term “Assignment of Life Insurance
Policies” shall mean an assignment in form and substance satisfactory to Lender,
which assigns to Lender as collateral for the Indebtedness, the life insurance
policy on the life of Jim Schrull in the face amount of $1,000,000.




AUTHORIZED
REPRESENTATIVE.  The term “Authorized Representative” shall mean,with respect to Borrower or
any other Person, its Chief Executive Officer, President, Chief Financial
Officer or any Vice President or such other officer or officers as Borrower or
any Corporate Guarantor may hold out to the Lender as authorized, whether or not
designated by Borrower or such Corporate Guarantor to Lender in
writing.




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 Consumer Loan.




BLOCKED
ACCOUNT.  The term “Blocked Account” shall mean that account no.
2000035482620 at Blocked Account Bank, held in the name of Borrower, into which
Borrower and each Corporate Guarantor shall deposit all payments received from
each Account Debtor.  To the extent available under applicable law,
the Blocked Account, shall be interest-bearing.  Any interest accrued
on such account shall be added to, and become part of, said
account.  Borrower may request Lender to consider changing any Blocked
Account by giving Lender a written request for such change which includes the
proposed new depository bank where the proposed new Blocked Account would be
located and a proposed Blocked Account Agreement for Lender’s review and
consideration.  Lender, in its sole discretion, may accept or reject
any request by Borrower to change a Blocked Account.





BLOCKED
ACCOUNT BANK.  The term “Blocked Account Bank” shall mean Wachovia
Bank, N.A.




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
Chevy Chase, Maryland, and if the applicable Business Day relates to any LIBOR
Loans, such day must also be a day on which dealings are carried on in the
London interbank market.




CLASS B
UNITS.  The term “Class B Units” has the meaning given to such term in
the Amended and Restated Operating Agreement of JRAS, LLC.




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
RECOVERY RATE.  The term “Collateral Recovery Rate” shall mean, as of
the date of determination,  (a) the sum of that portion of all
payments received during the preceding 12 months, in respect of principal and
interest on all Consumer Loans, whether active (non-charged off) or previously
charged off, divided by (b) the sum of the
total Reductions to Principal on all Consumer Loans during the preceding
12-month period.




COLLECTION
PERCENTAGE.  The term “Collection Percentage” shall mean as of the
date of determination, (a) the total of cash collections of principal and
interest on Receivables during the immediately preceding six (6) months, divided by(b) the
aggregate principal balance of all Receivables on the first day of such
month.




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




CONSUMER
LOAN.  The term “Consumer Loan” shall mean any loan made by Borrower
or any Corporate Guarantor to an Account Debtor and any other right of Borrower
or such Corporate Guarantor to receive payment, including without limitation,
all loans, extensions of credit or Borrower’s or such Corporate Guarantor’s
right to payment for goods sold or services rendered by Borrower or such
Corporate Guarantor, which is secured by an Auto Title and evidenced by the
Consumer Loan Documents applicable to such Account Debtor, whether any such loan
is now or hereafter owned, acquired or held by Borrower or any Corporate
Guarantor.




CONSUMER
LOAN DOCUMENTS.  The term “Consumer Loan Documents” shall mean all
chattel paper, retail installment contracts, purchase money security agreements,
security agreements, promissory notes or similar instruments evidencing or
securing a Consumer Loan, which have been executed by an Account Debtor payable
to or in favor of Borrower or any Corporate Guarantor, such instruments,
agreements and documents being substantially in the form attached hereto as
Exhibit D,
and all such instruments, agreements and documents being delivered by an Account
Debtor to Borrower or a Corporate Guarantor.




CORPORATE
GUARANTOR.  The term “Corporate Guarantor” shall mean, JRAS of South
Carolina, LLC, a Georgia limited liability company, JJG, LLC, a Georgia limited
liability company, Southern Crescent Finance, LLC, a Georgia limited liability
company, JRAS of Tennessee, LLC, a Georgia limited liability company, JRAS of
Florida, LLC, a Georgia limited liability company, JRAS of Alabama, LLC, a
Georgia limited liability company, and each other entity that may from time to
time become a Subsidiary of Borrower.




CUSTODIAL
AGREEMENT.  The term “Custodial Agreement” shall mean that certain
tri-party custodial agreement executed between Borrower, the Custodian and the
Lender, as the same may be amended, supplemented, modified or restated from time
to time.




CUSTODIAN.  The
term “Custodian” shall mean U.S. Bank National Association, Document Custody
Services, 1133 Rankin St., EP-MN-TMZD, St. Paul, MN 55116, Attention: Saah
Kemayah.




CUSTODIAN
CERTIFICATE.  The term “Custodian Certificate” shall mean the original
certificate in the form annexed to the Custodial Agreement, duly completed and
signed by the Custodian.




CUSTODIAN
DELIVERABLES.  The term “Custodian Deliverables” shall mean with
respect to each Receivable (a) all original Consumer Loan Documents underlying
such Receivable, which shall include a stamp on the face of such Consumer Loan
Documents evidencing the pledge to Lender of the Consumer Loan Documents
underlying such Receivable pursuant to Section 3.5
hereof, and (b) a copy of each of the credit application, truth-in-lending
disclosure, credit report and similar information provided by or related to each
Account Debtor for such Receivable, and (c) the original Auto Title reflecting
either Borrower or a Corporate Guarantor as lienholder on the vehicle securing
such Receivable.




DEBT
SERVICE COVERAGE RATIO.  The term “Debt Service Coverage Ratio” shall
mean, at any time of determination, the sum of the combined EBITDA for Borrower
and the Corporate Guarantors, divided by the combined
Interest Expense for Borrower and the Corporate Guarantors for the immediately
preceding twelve (12) calendar month period.




DEFAULT.  The
term “Default” shall mean an event that with the passage of time or notice or
both would constitute an Event of Default (as defined in Section 7.1
hereof).




DEFAULT
RATE.  The term “Default Rate” shall have the meaning given to such
term in Section 2.8
hereof.




DEPOSIT
ACCOUNT.  The term “Deposit Account” shall mean that certain account
no. 2071117242 set up at United Community Bank held in the name of the Borrower,
into which Lender shall deposit all advances hereunder via wire transfer as
follows:




Bank:                      United
Community Bank


ABA
No.:                      061112843


Account
No.:                      2071117242




Ref.:                      JRAS,
LLC – CapitalSource Wire




DISTRIBUTIONS.  The
term “Distributions” shall mean any dividends or other distribution of earnings
to any of Borrower’s equity holders.




EBITDA.  The
term “EBITDA” shall mean, for any period of determination, all earnings of the
Borrower and the Corporate Guarantors for said period before (a) all interest
and tax obligations for said period, (b) depreciation for said period, (c)
amortization for said period and (d) all other non-cash charges, determined in
accordance with GAAP (or such other accounting method as the Lender may agree to
in writing) on a consistent basis with the latest financial statements of the
Borrower and each Corporate Guarantor, but excluding the effect of extraordinary
or non-reoccurring gains or losses for such period.




ELIGIBLE
RECEIVABLES.  The term “Eligible Receivables” shall mean those
Receivables owned by Borrower or any Corporate Guarantor that are subject to a
first priority security interest in favor of Lender and that are deemed
acceptable by Lender, in Lender’s sole discretion, and, in each case, meet, at a
minimum, all of the following requirements:




(i)  the
Account Debtor is personally liable on the Consumer Loan Documents evidencing
such Receivable;




(ii)  arises
from a Consumer Loan made by a Related Party in the ordinary course of its
business in accordance with, and is subject to, a form of loan application,
Consumer Loan Documents, a credit report of the Account Debtor and other
documentation which is in compliance with the applicable state and federal laws
and is otherwise in form and substance satisfactory to Lender;




(iii)  the
original Consumer Loan Documents evidencing such Receivable has been delivered
to the Lender or Custodian in accordance with Section 3.3
hereof;




(iv)  complies
with all of the Underwriting Guidelines;




(v)  represents
a valid and binding obligation of the Account Debtor enforceable in accordance
with its terms for the amount outstanding thereof without any offset,
counterclaim or defense (whether actual or alleged);




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




(vii)  all
amounts and information appearing thereon or furnished to Lender in connection
therewith are true and correct and undisputed by the Account Debtor thereon or
any guarantor thereof;




(viii)  the
Account Debtor is not engaged in any litigation with any Related Party regarding
the Receivable, including any action from a payment default;




(ix)  neither
the Receivable nor the Account Debtor is subject to or restricted by any
receivership, insolvency or bankruptcy proceeding and the underlying vehicle
securing such Receivables has been repossessed though the related Receivable is
not more than 60 days delinquent;




(x)  neither
the Account Debtor thereon nor any guarantor thereof is employed by, related to
or an Affiliate of any Related Party;




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




(xii)  is not a
renewal or extension of any Receivable previously ineligible hereunder, except
as otherwise approved in writing by Lender;




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




(xiv)  is not a
revolving line of credit;




(xv)  the
Account Debtor thereunder is not a “foreign person” within the
meaning of Sections 1445 and 7701 of the Code (i.e. Account Debtor is not a
non-resident alien, foreign corporation, foreign partnership, foreign trust or
foreign estate, as those terms are defined in the Code and regulations
promulgated thereunder);




(xvi)  the
Consumer Loan has been originated in a state approved by the Lender and payments
under the Receivable are to be made in United States dollars;




(xvii)  the
Consumer Loan Documents evidencing the Receivable have not been modified, except
with the prior written consent of Lender;




(xviii)  the
Custodian Deliverables with respect to such Receivable have been delivered to
the Custodian with no exceptions having been noted by the
Custodian;




(xix)  the
payment of the Receivable is secured by a first priority lien in the Account
Debtor’s automobile or other vehicle, free and clear of any other liens or
claims of other Persons (including without limitation, any mechanics’ lien or
claim for work, labor or material affecting such vehicle) and for which the
related Auto Title has been issued in such Account Debtor’s name;
and




(xx)  otherwise
complies with the Additional Eligibility Requirements set forth on Section 1.A 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.




FLOOR
PLAN COLLATERAL.  The term “Floor Plan Collateral” shall mean those
motor vehicles owned by the Borrower or any Corporate Guarantor, the acquisition
of which were financed by the Borrower or such Corporate Guarantor from proceeds
of a Floor Plan Financing, together with the proceeds and products of each such
motor vehicle until such time as the advance for such motor vehicle has been
paid by the Borrower or such Corporate Guarantor to the applicable Floor Plan
Creditor pursuant to the terms of the related Floor Plan Financing.




FLOOR
PLAN CREDITOR.  The term “Floor Plan Creditor” shall mean any creditor
who finances the Floor Plan Collateral.




FLOOR
PLAN FINANCING.  The term “Floor Plan Financing” shall mean,
collectively, those loans and/or lines of credit obtained by the Borrower or any
Corporate Guarantor from a Floor Plan Creditor and subject to an intercreditor
agreement reasonably acceptable to Lender.




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




GUARANTORS.  The
term “Guarantors” shall mean all Persons who now or hereafter executes a
guaranty agreement in favor of Lender with respect to all or any part of the
Indebtedness, including without limitation, the Guarantors identified on Section 1.B of
Schedule A
attached hereto.




GUARANTY
AGREEMENT.  The term “Guaranty Agreement” shall mean a Guaranty
executed by any Guarantor, in a form and substance approved by
Lender.




INDEBTEDNESS.  The
term “Indebtedness” shall mean all amounts advanced hereunder by Lender to
Borrower (including, without limitation, the Loan), together with all other
amounts and liabilities owing to Lender by any Related Party or Guarantor under
or pursuant to any of the Loan Documents, whether direct or indirect, absolute
or contingent, now or hereafter existing.




INTANGIBLE
ASSETS.  The term “Intangible Assets” shall mean the property
classified as intangible assets in accordance with GAAP, including, without
limitation, goodwill, franchises, licenses, patents, trademarks, tradenames and
copyrights.




INTEREST
EXPENSE.  The term “Interest Expense” shall mean, during the period of
determination, the total interest expense of the Borrower and Corporate
Guarantors, including, without limitation, all interest paid or accrued with
respect to (a) the Loan and all other outstanding Indebtedness, and (b) the
Subordinated Debt.




LENDER
TRANSFEREE.  The term “Lender Transferee” shall mean any purchaser,
transferee, absolute assignee or servicer of, or participant or investor in any
sale, financing, participation or securitization of the Loan or any portion
thereof.




LEVERAGE
RATIO.  The term “Leverage Ratio” shall mean, at any date of
determination, (a) total liabilities of Borrower and the Corporate
Guarantors (including the outstanding balance of the Indebtedness) less
Subordinated Debt, (b) divided by the sum of the
combined Tangible Net Worth for Borrower and the Corporate Guarantors plus
Subordinated Debt.




LIBOR
LOAN.  The term “LIBOR Loan”means the Loan while it
bears interest at a rate determined by reference to the LIBOR Rate.




LIBOR
RATE.  The term “LIBOR Rate” shall mean, at the time of determination
thereof, a fluctuating rate of interest calculated on a daily basis equal to the
one-month rate of interest appearing on Telerate Page 3750 (or any successor
page) as the one-month London interbank offered rate for deposits in U.S.
Dollars at approximately 11:00 a.m. (London time) on the second preceding
Business Day.  If for any reason such rate is not available, “Libor
Rate” shall mean the fluctuating rate of interest calculated on a daily basis
equal to the one-month rate of interest appearing on Reuters Screen Page LIBO
Page as the one-month London interbank offered rate for deposits in U.S. Dollars
at approximately 11:00 a.m. (London time) on the second preceding Business Day;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such
rates.  “Telerate Page 3750” means the British Bankers Association
Libor Rates (determined as of 11:00 a.m. London time) that are published by
Moneyline Telerate (or any successor thereto).  “Business Day” means a
day on which commercial banks are open for international business (including
dealings in U.S. Dollar deposits in London, England).




LIBOR
RATE CONVERSION.  The term “LIBOR Rate Conversion” shall have the
meaning given to such term in Section 2.2(c)
hereof.




LIQUIDITY.  The
term “Liquidity” shall mean, at any time of determination, the sum of
(a) the combined cash balances of Borrower and Corporate Guarantors from
all sources plus (b) Borrower’s availability under the Loan, at any
time.




LOAN.  The
term “Loan” shall have the meaning given to such term in Section 2.1
hereof.




LOAN
DOCUMENTS.  The term “Loan Documents” shall mean this Agreement,
Schedule A, each Guaranty Agreement, the Pledge Agreement, the Custodial
Agreement, the Subordination Agreements and all other documents executed in
connection with this Agreement, together with any and all renewals, amendments,
restatements or replacements of such documents.




LOCKBOX.  The
term “Lockbox” shall mean that certain account set up at the Lockbox Bank to
which the Borrower and each Corporate Guarantor shall direct all Account Debtors
to mail all payments in connection with such Receivables, and from which all
cash receipts shall be deposited into the Blocked Account.




LOCKBOX
AGREEMENT.  The term “Lockbox Agreement” shall have the meaning set
forth in Section 3.8
hereof.




LOCKBOX
BANK.  The term “Lockbox Bank” shall have the meaning set forth in
Section 3.8
hereof.




MATERIAL
ADVERSE EFFECT.  The term “Material Adverse Effect” or “Material
Adverse Change” shall mean any event, condition or circumstance or set of
events, conditions or circumstances or any change(s) which (a) has had or could
reasonably be expected to have or result in any material adverse effect or
material adverse change whatsoever upon or in the validity or enforceability of
any Loan Document or Lender’s lien in the Collateral, (b) has been or could
reasonably be expected or likely to be material and adverse to the value of any
significant portion of the Eligible Receivables or the Collateral or the
Eligible Receivables or the Collateral, taken as a whole, or to the business,
operations, prospects, properties, assets, liabilities or financial condition of
the Borrower or any Guarantor taken as a whole, or (c) has materially impaired
or could reasonably be expected to materially impair the ability of Borrower or
the Guarantors, taken as a whole, to pay the Indebtedness or to otherwise
perform its obligations under the Loan Documents.




MATURITY
DATE.  The term “Maturity Date” shall have the meaning given to such
term in Section 2.3(c)
hereof.




MAXIMUM
RATE.  The term “Maximum Rate” shall mean the highest lawful and
nonusurious rate of interest applicable to the Loan, that at any time or from
time to time may be contracted for, taken, reserved, charged, or received on the
Loan and all other Indebtedness under the laws of the United States and the laws
of such states as may be applicable thereto, that are in effect or, to the
extent allowed by such laws, that may be hereafter in effect and that allow a
higher maximum nonusurious and lawful interest rate than would any applicable
laws now allow.




NET
INCOME.  The term “Net Income” shall mean with respect to any fiscal
period, the net earnings of Borrower and Corporate Guarantors (excluding all
extraordinary gains or nonrecurring income) before provision for income taxes
for such fiscal period, all as reflected on the financial statements of Borrower
and Corporate Guarantors supplied to Lender pursuant to Section 6.5
hereof.




NOTE.  The
term “Note” shall have the meaning set forth in Section 2.1(e)
hereof.




ORIGINAL
LOAN AGREEMENT.  The term “Original Loan Agreement” shall have the
meaning given to such term in the recitals hereto.




PERIMETER.  The
term “Perimeter” means Perimeter Investment Solutions, LLC, a Georgia limited
liability company.




PERMITTED
LIENS.  The term “Permitted Liens” means (a) Liens in favor of Lender,
(b) liens for unpaid taxes not yet due and payable, (c) purchase money Liens or
the interests of lessors under capital leases to the extent that such liens or
interests secure indebtedness permitted hereunder and so long as such lien
attaches only to the asset purchased or acquired and the proceeds thereof, (d)
liens arising in favor of warehousemen, landlords, carriers, mechanics,
materialmen, laborers, or suppliers, incurred in the ordinary course of
Borrowers’ business and not in connection with the borrowing of money, and which
Liens either (i) are for sums not yet delinquent, or (ii) are being contested,
(e) liens resulting from any judgment or award that is not an Event of Default
hereunder, or (f) liens securing Floor Plan Financings.




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 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, the Corporate Guarantors or a Commonly
Controlled Entity is an “Employer” as defined in section 3(5) of
ERISA.




PLEDGE
AGREEMENT.  The term “Pledge Agreement” shall mean that certain Pledge
Agreement executed by the owners of the equity interests of Borrower and each
Corporate Guarantor, pledging 100% of the equity interests
of  Borrower and each Corporate Guarantor to Lender, each in form and
substance satisfactory to Lender.




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).




PRIME
RATE CONVERSION.  The term “Prime Rate Conversion” shall have the
meaning given to such term in Section 2.2(c)
hereof.




PRIME
RATE LOAN.  The term “Prime Rate  Loan” means the Loan while
it bears interest at a rate determined by reference to the Prime
Rate.




PROPERTY.  The
term “Property” shall mean any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.




RECEIVABLES.  The
term “Receivables” shall mean any and all indebtedness or obligations evidenced
by a Consumer Loan now or hereinafter owned or held by any Related Party and in
which Lender has been granted a first priority security interest
therein.




REDUCTIONS
TO PRINCIPAL.  The term “Reductions to Principal” shall mean during
the subject twelve (12) month period, the sum of the following during such
period on all Consumer Loans: (a) the total cash collections of principal on
Receivables; plus (b) the total charge-offs of principal on
Receivables.




RELATED
PARTY.  The term “Related Party” shall mean, collectively, the
Borrower, and each Corporate Guarantor.




SCHEDULE
A.  The term “Schedule A”
shall mean the schedule executed in conjunction with this Agreement of even date
herewith and attached hereto, as may be amended from time to time, upon written
agreement of Lender and Borrower.




STATED
INTEREST RATE.  The term “Stated Interest Rate” shall have the meaning
given to such term in Section 2.2
hereof.




SUBORDINATION
AGREEMENT.  The term “Subordination Agreement” shall mean a
subordination and standstill agreement in a form and substance satisfactory to
Lender in its sole and absolute discretion, entered into by all holders of
Subordinated Debt.




SUBORDINATED
CREDITORS.  The term “Subordinated Creditors” shall mean those Persons
identified on Section 1.D of
Schedule A
attached hereto and any other Person now or hereafter executing a Subordination
Agreement.




SUBORDINATED
DEBT.  The term “Subordinated Debt” shall mean the aggregate amount of
any indebtedness owing by any Related Party to the Subordinated Creditors or, to
the extent explicitly approved in writing by Lender in Lender’s absolute and
sole discretion, to Persons other than the Subordinated Creditors and Lender
that by its terms is subordinated in all respects, including, but not limited
to, the right of payment, to the prior payment in full of the
Indebtedness.




SUBSIDIARY.  The
term “Subsidiary” shall mean any Person more than fifty percent (50%) of the
outstanding ordinary voting shares or other equity interests (including, without
limitation, fully-diluted ownership in the event any outstanding options or
warrants may be exercised) of which is at the time directly or indirectly owned
by Borrower, by itself or by one or more of its Subsidiaries.




TANGIBLE
NET WORTH.  The term “Tangible Net Worth” shall mean, at any time of
determination, the amount by which the combined total assets (excluding
Intangible Assets) of Borrower and the Corporate Guarantors exceeds the combined
total liabilities (as determined consistent with GAAP) of Borrower and the
Corporate Guarantors.




UNDERWRITING
GUIDELINES.  The term “Underwriting Guidelines” shall mean the
Borrower’s and the Corporate Guarantors’ customary credit and underwriting
guidelines as of the date hereof as set forth in the underwriting guidelines
manual, a copy of which is attached hereto as Exhibit C, as
such guidelines are amended from time to time; provided, that such
amendments have been approved by Lender in writing in accordance with Section 6.2 (r)
hereof.




UNUSED
PORTION.  The term “Unused Portion” shall mean, with respect to each
month, an amount equal to the Maximum Amount of Revolving Credit Line minus the
average daily outstanding balance of the Indebtedness for the calendar month
immediately preceding the date of determination.




2.  LOAN.




2.1  AMOUNT
AND EVIDENCE OF LOAN




(a)  Subject
to the terms, covenants and conditions hereinafter set forth (including, without
limitation, the terms set forth in Schedule 2.1 of
Schedule A
attached hereto), Lender agrees upon the Borrower’s request from time to time to
make advances to Borrower (collectively, the “Loan”), in an
aggregate amount not to exceed at any time outstanding the lesser of (i) the
Maximum Amount of Revolving Credit Line as set forth in Section 2.1.A.
of Schedule A
attached hereto and subsection (f) below and (ii) the Availability on Eligible
Receivables as set forth in Section 2.1.B.
of Schedule A
attached hereto; provided, however the maximum advance by Lender with respect to
any individual Receivable shall not exceed 100.00% of the underlying vehicle's
published NADA wholesale value at the time of sale.  Within the limits
of this Section 2.1
hereof, Borrower may borrow, repay and re-borrow the advances.  All
advances made hereunder shall be sent by Lender via wire transfer into the
Deposit Account.




(b)  Lender
shall maintain, in accordance with its usual practice, electronic or written
records evidencing the outstanding Indebtedness and obligations to such Lender,
including without limitation the Indebtedness resulting from each Loan made by
such Lender from time to time, and the amounts of principal and interest payable
and paid to such Lender from time to time under this Agreement.




(c)  The
entries made in the electronic or written records maintained pursuant to this
Section 2.1
(the “Register”) shall be prima facie evidence of the existence and amounts of
the Indebtedness and obligations therein recorded; provided, however, that the
failure of the Lender to maintain such records or any error therein shall not in
any manner affect the obligations of the Borrower to repay the Indebtedness or
obligations in accordance with their terms.




(d)  Lender
will account to Borrower monthly with a statement of Loans under this Agreement,
and any charges and payments made pursuant to this Agreement, and in the absence
of manifest error, such accounting rendered by Lender shall be deemed final,
binding and conclusive, unless Lender is notified by Borrower in writing to the
contrary within fifteen (15) calendar days of receipt of each accounting, which
notice shall be deemed an objection only to items specifically objected to
therein.




(e)  The
Borrower agrees that:




(i)  upon
written notice by Lender to the Borrower that a promissory note or other
evidence of indebtedness is requested by Lender to evidence the Indebtedness and
obligations to Lender, including the Loans and other obligations owing or
payable to, or to be made by, such Lender, the Borrower shall promptly (and in
any event within three (3) Business Days of any such request) execute and
deliver to Lender an appropriate promissory note or notes in form and substance
reasonably acceptable to the Lender, payable to the order of Lender or in a
principal amount equal to the amount of the Loans owing or payable to Lender
(the “Notes”);




(ii)  all
references to Notes in the Loan Documents shall mean Notes, if any, to the
extent issued (and not returned to the Borrower for cancellation) hereunder, as
the same may be amended, modified, divided, supplemented and/or restated from
time to time; and




(iii)  upon
Lender’s written request, and in any event within three (3) Business Days of any
such request, Borrower shall execute and deliver to Lender new Notes and/or
divide the Notes in exchange for then existing Notes in such smaller amounts or
denominations as Lender shall specify in its sole and absolute discretion;
provided, that the aggregate principal amount of such new Notes shall not exceed
the aggregate principal amount of the Notes outstanding at the time such request
is made; and provided, further, that such Notes that are to be replaced shall
then be deemed no longer outstanding hereunder and replaced by such new Notes
and returned to the Borrower within a reasonable period of time after Lender’s
receipt of the replacement Notes.




2.2  INTEREST
RATE.




(a)  The
Borrower agrees to pay interest in respect of the outstanding principal amount
of each advance of the Loan, in arrears, from the date the proceeds thereof are
made available to the Borrower (i.e., the date of funding) until paid, at a rate
per annum equal to the “Stated Interest Rate”
as set forth in Section 2.2 of
Schedule A.  If
Lender is ever prevented from charging or collecting interest at the rate set
forth in Section 2.2 of
Schedule A
because interest at such rate would exceed interest at the Maximum Rate, then
the Maximum Rate shall continue to be charged until the earlier to occur of (i)
the date Lender has charged and collected the full amount of interest that would
be chargeable and collectable if interest at the rate set forth in Section 2.2 of
Schedule A
had always been lawfully chargeable and collectible, and (ii) the date on which
the principal balance of the Loan has been paid in full and Lender has no
further commitments to make advances hereunder.




(b)  Whenever,
subsequent to the date of this Agreement, the Prime Rate or LIBOR Rate, as
applicable, is increased or decreased, the Stated Interest Rate, as set forth in
Section 2.2 of
Schedule A,
shall be similarly changed without notice or demand of any kind by an amount
equal to the amount of such change in the Prime Rate or LIBOR Rate, as
applicable, on the day of such change (subject to the Maximum
Rate).  The monthly interest due on the principal balance of the Loan
outstanding 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 Stated Interest Rate (but shall not exceed
the Maximum Rate).




(c)  The Loan
shall initially be a Prime Rate Loan.  Borrower shall have no right to
request that the Loan be converted to a LIBOR Loan.  Lender shall have
the option at any time, in its sole discretion, to convert the Prime Rate Loan
to a LIBOR Loan (a “LIBOR Rate
Conversion”).  Thereafter, Lender shall have the option at any
time, in its sole discretion, to convert the LIBOR Loan back to a Prime Rate
Loan (a “Prime Rate
Conversion”).  In the event Lender elects to make a LIBOR Rate
Conversion or a Prime Rate Conversion, Lender shall deliver written notice
thereof to Borrower at least one Business Day prior to the effective date of
such conversion.




2.3  PAYMENTS.




All
payments shall be in U.S. Dollars and made by wire transfer or other method of
electronic transfer.  All payments shall be wired to Bank of America,
N.A., ABA# 026009593, Account Name: CapitalSource Funding LLC - SFG, Account
Number:  003938703751, Reference: Just Right Auto
Sales.  All payments received pursuant to this Agreement by wire
transfer or other electronic transfer method, shall be applied to the
Indebtedness on the day of actual receipt of such payment by Lender’s depository
bank; provided,
however, for
purposes of calculating the interest due on the outstanding principal balance of
the Loan, such payment is subject to a three (3) Business Day clearance
period.  The Indebtedness shall be due and payable as
follows:




(a)  Accrued
but unpaid interest on the Loans for each calendar month during the term hereof
shall be due and payable, in arrears, on the first (1st)
Business Day of the immediately succeeding calendar month.




(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




(c)  The
entire outstanding balance of the Indebtedness shall be due and payable, if not
prepaid, on the Maturity Date as set forth in Section 2.3 of
Schedule A
attached hereto.




As set
forth more fully in Section 4.4
hereof, Lender has the right to make and use advances to pay Lender for amounts
due hereunder.




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.




2.5  MANDATORY
PAYMENTS




.  If
at any time the amount advanced by Lender to Borrower exceeds the maximum amount
of the Loan allowed pursuant to Section 2.1
hereof, Borrower shall immediately upon notice from Lender, repay to Lender an
amount sufficient to eliminate such excess, or, at Lender’s option, assign and
deliver additional Eligible Receivables sufficient for such
purpose.




2.6  VOLUNTARY
PREPAYMENTS




.




(a)  Borrower
may, at any time on or after August 4, 2008 (the “Initial Prepayment
Date”), terminate financing under this Agreement and prepay the
Indebtedness in full (a “Voluntary
Termination”) by providing Lender with written notice (the “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 “Termination
Date”).  After receipt of the Termination Notice, Lender may,
in its sole and absolute discretion, cease making advances under this Agreement
and all Indebtedness shall be immediately due and payable upon the earlier of
the Maturity Date or the Termination Date, as applicable.  In
connection with a Voluntary Termination, if Borrower does not pay and perform
all Indebtedness on the Termination Date, Borrower may subsequently terminate
financing under this Agreement only upon delivering to Lender a new Termination
Notice and otherwise complying with this Section
2.6.  In connection with a Voluntary Termination, the
Indebtedness owing and to be paid by Borrower to Lender on the Termination Date
shall include as liquidated damages, not as a penalty, the amount of liquidated
damages (“Liquidated
Damages”) set forth in Section 2.6 of Schedule A attached
hereto.  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 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 Lender under the Loan Documents
and the financing statements filed pursuant thereto and the rights and powers of
Lender thereunder shall continue in full force and effect notwithstanding the
fact that Borrower’s borrowings hereunder may from time to time be in a zero or
credit position 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)
have been fully performed and indefeasibly paid in full in cash, and (b)
financing under this Agreement has been terminated, as provided
herein.




(b)  The
Borrower may terminate financing under this Agreement and prepay the
Indebtedness prior to the Initial Prepayment Date if (1) Borrower has requested
an increase in the Maximum Amount of Revolving Credit Line, (2) at the time such
request is made, the Unused Portion is less than 10%, (3) no Default or Event of
Default has occurred or is otherwise continuing, (4) the Lender has denied such
request, (5) Borrower pays the balance of the Indebtedness in full, and (6)
Borrower terminates financing under this Agreement and requests Lender to
terminate Lender’s security interest in the Collateral.  If the
Borrower prepays the Indebtedness pursuant to this Section 2.6(b), the
Indebtedness prepaid shall include as liquidated damages, not as a pentalty, the
following amounts: (i) during the period beginning on the date hereof and ending
on the date which is six months thereafter (the “Initial Liquidation
Period”), an amount equal to four percent (4%) of the Maximum Amount of
Revolving Credit Line, and (ii) during the period beginning on the day
immediately following the Initial Liquidation Period and ending on August 4,
2008, an amount equal to three percent (3%) of the Maximum Amount of Revolving
Credit Line;




(c)  The
Borrower may terminate financing under this Agreement and prepay the
Indebtedness in full prior to the Initial Prepayment Date if Lender sells,
assigns or otherwise transfers all of its rights and duties as “Lender” under
this Agreement to any other Person other than one of its
Affiliates.  If the Borrower prepays the Indebtedness pursuant to this
Section 2.6(c), the Indebtedness prepaid shall include as liquidated damages,
not as a penalty, an amount equal to three percent (3%) of the Maximum Amount of
Revolving Credit Line.




2.7  MAXIMUM
INTEREST; CONTROLLING AGREEMENT




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




2.8  INTEREST
AFTER DEFAULT




.  Upon
the occurrence and during the continuation of a Default or an Event of Default,
Borrower shall pay Lender interest on the daily outstanding balance of
Borrower’s loan account at a rate per annum (the “Default Rate”) which
is five percent (5.0%) in excess of the rate which would otherwise be applicable
thereto pursuant to Section 2.2
and  Section 2.2 of
Schedule A
but not in excess of the Maximum Rate, such additional rate to be paid
regardless of whether Lender declares a Default or Event of
Default.




2.9  STATEMENT
OF ACCOUNT




.  Within
five (5) Business Days after each month, Lender shall provide Borrower with a
statement of Borrower’s account, prepared from Lender’s records, which shall
detail all interest, principal and expenses for such month, such statement to
conclusively be deemed correct and accepted by Borrower unless Borrower gives
Lender a written statement of exceptions within fifteen (15) Business Days after
receipt of such statement.




2.10  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:  (i) first, to any late fees, examination fees and
expenses, internal and external legal fees and expenses, collection fees and
expenses and any other fees and expenses due to Lender hereunder; (ii) then, to
accrued interest through the date of such payment, including any interest after
Default in accordance with Section 2.8 of
this Agreement; and (iii) last, the remaining balance, if any, to the unpaid
principal balance of the Indebtedness; provided, however, while a
Default or Event of 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 the first Business Day of each month, all accrued and unpaid interest and
other charges provided for hereunder for the previous month shall be added to
the principal balance of the Loan; 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 each 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.




2.11  COMMITMENT
FEE AND UNUSED LINE FEE




.  Pursuant
to Section
4.1(h) hereof, the Borrower shall pay to the Lender a commitment fee (the
“Commitment
Fee”) as set forth in Section 4.1 of Schedule A attached
hereto.  The Borrower shall pay to the Lender a monthly unused line
fee (the “Unused Line
Fee”) as set forth in Section 2.11 of
Schedule A
attached hereto.




2.12  INCREASED
COSTS




.  In
the event that after the date of this Agreement, any applicable law, treaty or
governmental regulation, or any change therein or in the interpretation or
application thereof, or compliance by Lender (for purposes of this Section 2.12,
the term “Lender” shall include Lender and any corporation or bank controlling
Lender) and the office or branch where Lender (as so defined) makes or maintains
the Loan with any request or directive (whether or not having the force of law)
from any central bank or other financial, monetary or other authority,
shall:




(a)  subject
Lender to any tax of any kind whatsoever with respect to this Agreement or any
other Loan Document or change the basis of taxation of payments to Lender of
principal, fees, interest or any other amount payable hereunder or under any
other Loan Documents (except for changes in the rate of tax on the overall net
income of Lender by the jurisdiction in which it maintains its principal
office); or




(b)  impose,
modify or hold applicable any reserve, special deposit, assessment or similar
requirement against assets held by, or deposits in or for the account of,
advances or loans by, or other credit extended by, any office of Lender,
including (without limitation) pursuant to Regulation D of the Board of
Governors of the Federal Reserve System; or




(c)  impose on
Lender or the London interbank Eurodollar market any other condition with
respect to this Agreement or any Loan Document;




and the
result of any of the foregoing is to increase the cost to Lender of making,
renewing or maintaining the Loan  as a LIBOR Loan hereunder by an
amount that Lender deems to be material or to reduce the amount of any payment
(whether of principal, interest or otherwise) in respect of any LIBOR Loan by an
amount that Lender deems to be material, then, in any case Borrower shall
promptly pay Lender, upon its demand, such additional amount as will compensate
Lender for such additional cost or such reduction, as the case may be; provided, that the
foregoing shall not apply to increased costs which are reflected in the LIBOR
Rate; provided,
further,that Borrower
shall not be required to pay Lender for any amounts under this Section 2.12
which accrued more than ninety (90) days prior to the date Lender notified
Borrower of such increased costs.  Lender shall certify the amount of
such additional cost or reduced amount to Borrower, and such certification shall
be conclusive absent manifest error.




2.13  BASIS FOR
DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.




In
the event that Lender shall have determined that:




(a)  reasonable
means do not exist for ascertaining the LIBOR Rate for any LIBOR
Loan;




(b)  dollar
deposits for one month are not available in the London interbank Eurodollar
market; or




(c)  any
applicable law, treaty, regulation or directive, or any change therein or in the
interpretation or application thereof, shall make it unlawful for Lender (for
purposes of this subsection the term “Lender” shall include the office or branch
where Lender or any corporation or bank controlling such Lender makes or
maintains any LIBOR Loans) to make or maintain the LIBOR Loan;




then
Lender shall give Borrower prompt written, telephonic or telegraphic notice of
such determination.  If such notice is given, the Loan, if it is a
LIBOR Loan, shall be converted into a Prime Rate Loan.







2.14  RIGHT OF
FIRST REFUSAL




.  Borrower
hereby agrees that in the event (a) Borrower receives a bona fide, written offer
from any third party to provide working capital financing or other type of
financing against or based upon the Receivables (“Refinancing Offer”),
(b) the terms of the Refinancing Offer are acceptable to Borrower, and (c)
Borrower desires to accept the Refinancing Offer from the offeror (“Offeror”), Borrower
will immediately advise Lender in writing of the Refinancing Offer, including
the identity of the Offeror, the complete terms and conditions of the
Refinancing Offer and a copy of the Refinancing Offer.  Borrower
agrees not to accept the Refinancing Offer from the Offeror until at least ten
(10) Business Days after Lender’s receipt of the foregoing items (the “Offer Matching
Period”).  Borrower further agrees that in the event Lender
delivers a written commitment letter which (i) matches the terms set forth
in the Refinancing Offer within the Offer Matching Period, and (ii) agrees
to close such refinancing within thirty (30) days from the date Borrower signs
such commitment letter, Borrower will not accept the Refinancing Offer from the
Offeror and accept the Refinancing Offer from Lender.  In the event
Lender is not prepared to close such refinancing (and the cause thereof is not
Borrower’s refusal to cooperate or provide information or documentation
reasonably requested by Lender in connection with such refinancing) within
thirty (30) days after the expiration of the Offer Matching Period, Borrower may
close on the Refinancing Offer with the original offer within sixty (60) days
after the expiration of the Offer Matching Period (subject to the payment of any
Liquidated Damages due under the terms hereof).




If
at any time prior to the Maturity Date, Borrower applies or otherwise seeks
financing from any Person under a program sponsored by the United States Housing
and Urban Development (each a "HUD Application"),
Borrower agrees that Lender and/or its Affiliates shall have the exclusive right
to provide and arrange Borrower's financing obtained in connection with such HUD
Application.





If Lender
sells, assigns or otherwise transfers all of its rights and duties as “Lender”
under this Agreement to any other Person, other than to one of its Affiliates,
the provisions contained in this Section 2.14 shall automatically terminate and
be of no further force or effect.





2.15  CAPITAL
ADEQUACY.




(a)  In the
event that Lender shall have determined that any change after the date of this
Agreement in any applicable law, rule, regulation or guideline regarding capital
adequacy, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Lender (for purposes
of this Section
2.15, the term “Lender” shall include Lender and any corporation or bank
controlling Lender) and the office or branch where Lender (as so defined) makes
or maintains the LIBOR Loan with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency  (all of the foregoing being hereinafter
referred to collectively as a “Change of Law”), has or would have the effect of
reducing the rate of return on Lender’s capital as a consequence of its
obligations hereunder to a level below that which Lender could have achieved but
for such adoption, change or compliance (taking into consideration Lender’s
policies with respect to capital adequacy) by an amount deemed by Lender to be
material, then, from time to time, Borrower shall pay upon demand to Lender such
additional amount or amounts as will compensate Lender for such reduction; provided, however,that Borrower shall not be
require to pay Lender for any amounts under this Section 2.15 which accrued more
than ninety (90) days prior to the date Lender notified Borrower of such Change
of Law.  In determining such amount or amounts, Lender may use any
reasonable averaging or attribution methods.  The protection of this
Section 2.15
shall be available to Lender regardless of any possible contention of invalidity
or inapplicability with respect to the applicable law, regulation or
condition.




(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) hereof when
delivered to Borrower shall be conclusive absent manifest error.




3.  SECURITY.




3.1  SECURITY
INTEREST




.




(a)  To secure
the prompt payment to Lender of the Indebtedness and any and all other
obligations now existing or hereafter arising owed by any Related Party to
Lender under the Loan Documents, each Related Party hereby irrevocably grants to
Lender a first priority (other than with respect to Floor Plan Collateral) and
continuing security interest in and to all of such Related Party’s accounts,
general intangibles, deposit and other bank accounts wherever maintained and
established (including, without limitation, the Blocked Account), chattel paper,
instruments, documents, investment property, inventory, equipment, fixtures, all
books and records related to the foregoing, and all other types of property,
including, without limitation, the following property of such Related Party,
whether now owned or existing or hereafter acquired or arising and wheresoever
located (collectively, the “Collateral”):




(i)  All
right, title and interest of such Related Party in and to the Receivables and
the underlying Consumer Loan Documents and Consumer Loans;




(ii)  All
right, title and interest of such Related Party in and to all other property
whether now or hereafter owned, acquired or held by such Related Party which
secure (or constitute collateral for) any of the Consumer Loan Documents 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;




(iii)  All
right, title and interest of such Related Party in and to all financing
statements perfecting the security interests of any of the
foregoing;




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




(v)  All
right, title and interest of such Related Party in and to all insurance policies
pertaining to or obtained by Account Debtor or such Related Party in connection
with, or arising out of, any Consumer Loan Document;




(vi)  All
right, title and interest of such Related Party in and to all commitments and
other agreements to purchase any Receivables;




(vii)  All
right, title and interest of such Related Party in and to all collections on,
and proceeds of or from, any and all of the foregoing (hereafter collectively
called “Collections”);




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




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




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




(xi)  All
present and hereafter acquired inventory (including, without limitation, all raw
materials, work in process and finished goods);




(xii)  All
equipment of whatsoever kind or character now or hereafter owned by such Related
Party;




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




(xiv)  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




(xv)  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 such
Related Party evidencing or containing information regarding any of the
foregoing.




3.2  FINANCING
STATEMENTS AND FURTHER ASSURANCES




.  Each
Related Party hereby authorizes Lender to file UCC-1 Financing Statements with
respect to the Collateral, and any amendments or continuations relating thereto,
without the signature of such Related Party and hereby ratifies, confirms and
consents to any such filings made by Lender prior to the date
hereto.  Each Related Party hereby agrees to execute any additional
documents or financing statements which Lender deems necessary in its reasonable
discretion in order to evidence Lender’s security interest in the
Collateral.  No Related Party shall allow any financing statement to
be on file in any public office covering any Collateral, proceeds thereof or
other matters.




3.3  DELIVERY
OF RECEIVABLES




.  Borrower
and each other Related Party hereby agrees to deliver to the Custodian the
original Consumer Loan Documents evidencing each Receivable owned or held by
such Related Party, together with all other Custodian Deliverables, within five
(5) Business Days after the Consumer Loan evidenced by such Consumer Loan
Document is made by Borrower or such Related Party to the subject Account
Debtor.  All Receivables shall, regardless of their location, be
deemed to be under Lender’s dominion and control (with files so labeled) and
deemed to be in Lender’s possession.




3.4  FAILURE
TO DELIVER




.  Failure
to deliver physical possession of any original Consumer Loan Documents in
respect of any Receivable to Lender shall not invalidate Lender’s security
interest therein.  To the extent that possession may be required by
applicable law for the perfection of Lender’s security interest, the original
chattel paper, promissory notes, installment contracts and instruments
representing the Receivables shall be deemed to be held by Lender, although kept
by the applicable Related Party as the custodial agent of Lender.




3.5  NOTICE OF
COLLATERAL ASSIGNMENT




.  All
Consumer Loan Documents representing or evidencing a Receivable shall contain
(by way of stamp or other method satisfactory to Lender) the following language:
“THIS DOCUMENT IS SUBJECT TO A
SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE
FINANCE LLC.”




3.6  RECORDS
AND INSPECTIONS




.  Borrower
and each other Related Party 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 5.1.B.
of Schedule A
attached hereto.  Lender 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 Lender 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.




3.7  COLLECTION




.  Subject
to the terms of Section 3.9
hereof, each Related Party agrees at its own expense to promptly and diligently
collect each installment or other payment due on all Receivables in trust for
the exclusive account of Lender, and each Related Party agrees to hold Lender
harmless from any and all loss, damage, penalty, liability, fine or expense
arising from such collection by the respective Related Party or its agents and
to faithfully account therefor to Lender.  Upon the occurrence of a
Default or Event of Default, Lender expressly retains the unqualified right at
any time it so elects to collect the Receivables directly.




3.8  BLOCKED
ACCOUNT/LOCK-BOX AGREEMENT




.  Lender
shallestablish and
maintain the Blocked Accounts with one or more banks (the “Blocked Account
Banks”).  Borrower shall ensure that all collections of
Receivables by any Related Party and the proceeds of all other Collateral are
deposited by such Related Party into the appropriate Blocked Account within one
(1) Business Day of receipt thereof.  The depository bank shall have
no lien upon, or right of set off against, the Blocked Account or in any cash,
checks, items, wires or other funds from time to time on deposit therein, and on
a weekly basis the depository bank will wire, or otherwise transfer, in
immediately available funds, all funds received or deposited into the Blocked
Accounts to such bank account as Lender may from time to time designate for such
purpose.  Each Related Party hereby confirms and agrees that all
amounts deposited in such Blocked Accounts and any other funds received and
collected by Lender, whether as proceeds of Collateral or otherwise, shall
constitute Collateral.  Notwithstanding and without limiting any other
provision of this Agreement or any of the other Loan Documents, Lender shall
apply, on a daily basis, all funds transferred into the Blocked Account and this
Section 3.8 as
set forth in Section 2.10
hereof.  Each Related Party acknowledges and agrees that compliance
with the terms of this Section 3.8 is
an essential term of this Agreement, and that, in addition to and
notwithstanding any other rights Lender may have hereunder, under any other Loan
Document, under applicable law, at equity or otherwise, upon each and every
failure by any Related Party to comply herewith Lender shall be entitled to
assess a non-compliance (not to exceed the Maximum Rate) fee which shall operate
to increase the Stated Interest Rate by two percent (2.0%) per annum during any
period of non-compliance (not to exceed the Maximum Rate).  Lender
shall be entitled to assess such fee whether or not a Default or an Event of
Default occurs or is declared, provided, that
nothing in this Agreement shall prevent Lender from considering any failure to
comply with the terms of this Section 3.8 to
be an Event of Default.  All funds transferred to the Blocked Account
for application to the Indebtedness shall be applied to reduce the Indebtedness,
but, for purposes of calculating interest hereunder, shall be subject to a three
(3)Business Day
clearance period.  If as the result of collections of Accounts or
Receivables or proceeds of other Collateral pursuant to the terms and conditions
of this Section 3.8 a
credit balance exists with respect to the Blocked Account, such credit balance
shall not accrue interest in favor of any Related Party, but shall be available
to Borrower in accordance with the terms of this Agreement.  Upon
Lender’s request any time hereafter, Borrower agrees to establish and maintain a
Lockbox Account 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 by any Related Party with the proceeds of other Collateral are paid
directly by the Account Debtors to the Lockbox Account.  To the extent
that any Receivables collections or other proceeds of Collateral are not sent
directly to the appropriate Lockbox Account but are received by a Related Party,
such collections and proceeds shall be held in trust for the benefit of Lender
and immediately remitted via overnight mail to the Borrower for deposit by the
Borrower within one (1) Business Day of receipt thereof, in the form received,
to the Lockbox Account.




3.9  PROTECTION
OF RECEIVABLE RECORDS




.  Each
Related Party hereby agrees to take the following protective actions to prevent
destruction of the Collateral and records pertaining to such
Collateral:  (i) if any Related Party  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 Lender shall have access to such safety
deposit box); or (ii) if the Collateral records are computerized, each Related
Party agrees to create a tape or diskette “back-up” of the computerized
information and to provide Lender with a tape or diskette copy of such “back-up”
information (i) prior to the initial advance described in Section 4.1
hereof, and (ii) on the first day of each month following the said initial
advance.




3.10  USE OF
PROCEEDS




(a)  .  Borrower
shall use the proceeds of the Loan (i) for the purchase or generation of
Receivables and/or inventory by any Related Party, (ii) for payments to the
Lender and (iii) for general corporate purposes.  In no event shall
any Loan be used directly or indirectly by any Person for personal, family or
household purposes.




3.11  RETURN OF
COLLATERAL




.  Upon
the payment in full of any Receivable to which the written documents evidencing
such Receivable are held by the Custodian or Lender (if any), Borrower shall
submit all requests for the return of such documents pursuant to the “Request
For Return of Collateral” form, a copy of which is attached hereto as Exhibit “B” and
Lender shall return (or cause Custodian to return) such documents within five
(5) Business Days after receipt of the Request For Return of
Collateral.




3.12  LENDER’S
PAYMENT OF CLAIMS




.  Lender
may, in its sole discretion, discharge or obtain the release of any security
interest, lien, claim or encumbrance asserted by any Person against (i) the
Receivables, and (ii) all other Collateral if the aggregate amount of such
security interest, lien, claim or encumbrances on such other Collateral is
greater than $10,000; provided, however, if an Event of Default has occurred and
is continuing, the Lender may discharge or obtain the release of any security
interest, lien, claim or encumbrance asserted by any Person against all
Collateral regardless of the amount of such security interest, lien, claim or
encumbrance.  All sums paid by Lender in connection with this Section
3.12 shall be payable, on demand, by Borrower to Lender and shall be a part of
the Indebtedness.




3.13  SALE OF
COLLATERAL




.  Except
with respect to (a) the sale of automobiles in the ordinary course of business,
(b) dispositions of surplus, worn out or obsolete equipment, and (c) sales of
past-due Receivables for purposes of collection, no Related Party shall pledge,
encumber, sell or assign any Collateral (including, without limitation, any
Consumer Loans or Consumer Loan Documents) without the prior written consent of
Lender.




3.14  SUBORDINATION




.  Each
Related Party, for value received, hereby unconditionally subordinates all
indebtedness and obligations now or hereafter owing between Related Parties (the
“Related Party
Subordinated Debt”) in right of payment to the prior indefeasible payment
in full of all Indebtedness.  Each Related Party may pay, and each
Related Party may receive, payments of (i) accrued but unpaid interest owing
under the Related Party Subordinated Debt and (ii) payments of principal on the
Related Party Subordinated Debt, provided with respect to (i) or (ii) above,
that at the time of making such payment and immediately after giving effect to
such payment no Default or Event of Default shall have occurred and be
continuing.  Upon the occurrence and during the continuance of a
Default or an Event of Default, no Related Party shall demand, attempt to
receive, or receive, and such Related Party hereby agrees not to demand, attempt
to receive or receive, any payments of interest or principal on the Related
Party Subordinated Debt or any portion thereof whether from the Borrower or any
other Related Party obligated on the Related Party Subordinated
Debt.  If any such payments are received by a Related Party in
violation of this Section 3.14, (i) such Related Party will hold such payments
in trust for Lender in the same medium in which received, (ii) such Related
Party will not commingle the same with any of its assets, and (iii) such Related
Party will deliver the same to Lender, in the form received, properly endorsed
to permit collection, not later than the next Business Day following the day of
such Related Party’s receipt thereof.




4.  CONDITIONS
OF CLOSING; SUBSEQUENT ADVANCES.




4.1  INITIAL
ADVANCE




.  The
obligation of Lender to make the initial advance hereunder is subject to the
fulfillment, to the satisfaction of Lender and its counsel, of each of the
following conditions prior to the initial advance hereunder:




(a)  Loan
Documents.  Lender shall have received each of the following
Loan Documents:  (i) this Amended and Restated Loan and Security
Agreement executed by the respective parties; (ii) Schedule A to
Loan and Security Agreement executed by the respective parties; (iii) the
Guaranty Agreements executed by the Guarantors; (iv) the Pledge Agreements;
(v) the Custodian Agreement, (vi) all other Loan Documents, and
(vii) such other documents, instruments and agreements in connection
herewith as Lender shall require, executed, certified and/or acknowledged by
such parties as Lender shall designate;




(b)  Charter
Documents.  Lender shall have received copies of the charter
and other organizational documents, as amended, modified or supplemented to the
date hereof, of Borrower, Perimeter and each Corporate Guarantor certified by
the applicable Secretary of State of the State of organization and the Secretary
of Borrower, Perimeter and each Corporate Guarantor no later than thirty (30)
days prior to the date hereof;




(c)  Good
Standing.  Lender shall have received a certificate of
corporate status with respect to Borrower, Perimeter and each Corporate
Guarantor, dated within thirty (30) days of the date hereof, by the Secretary of
State of the state of incorporation of Borrower, Perimeter and each Corporate
Guarantor, which certificate shall indicate that Borrower, Perimeter and each
Corporate Guarantor is in good standing in such state;




(d)  Foreign
Qualification. Lender shall have received certificates of corporate
status with respect to Borrower, Perimeter and each Corporate Guarantor, each
dated within thirty (30) days of the date hereof, issued by the Secretary of
State of each state in which such Person’s failure to be duly qualified or
licensed would have a material adverse effect on its financial condition or
assets, indicating that such Person is in good standing;




(e)  Authorizing Resolutions and
Incumbency.  Lender shall have received a certificate from the
Secretary of Borrower, Perimeter and each Corporate Guarantor attesting to (i)
the adoption of resolutions of each respective Board of Directors authorizing
the execution and delivery of this Agreement and the other Loan Documents to
which each is a party, and authorizing specific officers of Borrower, Perimeter
and each Corporate Guarantor to execute same, and (ii) the authenticity of
original specimen signatures of such officers;




(f)  Borrowing Base
Certificate.  Lender shall have received an initial Borrowing
Base Certificate in the form and substance of Exhibit “A”,
attached hereto, executed by an Authorized Representative of Borrower, at least
three (3) Business Days prior to the date of the requested initial
advance;




(g)  UCC-1’s.  Lender
shall have received evidence of its filing as to financing statements and other
filings in such jurisdictions as it shall determine;




(h)  Fees.  Borrower
shall have paid all fees payable by it as of the date hereof pursuant to this
Agreement (such fees shall include, without limitation the Commitment Fee as set
forth in Section 4.1 of
Schedule A
attached hereto and all reasonable fees and expenses incurred by Lender (i) to
outside parties in connection with the capital analysis of the Loan and each
Related Party, (ii) in connection with its own analysis of the Loan and the
Related Parties, and (iii) all fees and expenses of Lender’s internal and
external attorneys in connection with the preparation of the Loan Documents and
the closing of the Loan governed by this Agreement;




(i)  Opinion of
Counsel.  Lender shall have received an opinion of the legal
counsel of the Borrower and Guarantors covering such matters as Lender shall
determine in its reasonable sole discretion;




(j)  Solvency
Certificate.  A signed certificate from the duly elected Chief
Financial Officer of Borrower and the Corporate Guarantors concerning the
solvency and financial condition of Borrower and such Corporate Guarantors, in
form and substance acceptable to Lender;




(k)  Subordination
Agreements.  Lender, Borrower and each Subordinated Creditor
have entered into a Subordination Agreement in a form and substance acceptable
to Lender;




(l)  Records.  Lender
shall have received the tape or diskette of computerized information required by
Section 3.9
hereof.




(m)  Borrower’s Operating
Procedures.  Lender shall have received and approved the
Borrower’s Operating Procedures (as such term is defined in Section 6.3)
hereof.




(n)  Officer’s
Certificate. Lender shall have received an executed Officer’s Certificate
of the Borrower, Perimeter and each Corporate Guarantor, satisfactory in form
and substance to the Lender, certifying that (i) the representations and
warranties contained herein are true and correct in all material respects on and
as of the date hereof; (ii) the Borrower is in compliance with all of the terms
and provisions set forth herein; and (iii) no Default or Event of Default has
occurred.




(o)  Custodian
Deliverables.  The Custodian shall have received the Custodian
Deliverables with respect to each Receivable.




(p)  Custodian
Agreement.  Lender shall have received the Custodian Agreement,
duly executed by all parties thereto.




(q)  Guaranty
Agreements.  Lender shall have received the signed Guaranty
Agreements, duly executed by Jim Schrull, Perimeter and the Corporate
Guarantors, respectively.




(r)  Pledge
Agreements.  Lender shall have received the signed Pledge
Agreement, duly executed by Jim Schrull, Perimeter and Borrower and all holders
of equity interest under Section 6.1(r).




(s)  Life
Insurance.  Lender shall have received (a) an Assignment of the
Life Insurance Policy required under Section 6.1(t) hereof, acknowledged by the
issuer of such policy, and (b) a copy of the life insurance policy relating
thereto, all in form and substance satisfactory to Lender.




(t)  Post Closing
Agreement.  Lender shall have received a Post Closing Agreement
signed by Borrower, in form and substance satisfactory to Lender.




(u)  Other
Matters.  All other documents and legal matters in connection
with the transactions contemplated by this Agreement shall have been delivered,
executed and recorded and shall be in form and substance satisfactory to Lender
and its counsel.




4.2  SUBSEQUENT
ADVANCES




.  The
obligation of Lender to make any advance hereunder (including the initial
advance) shall be subject to the further conditions precedent that, on and as of
the date of such advance:  (a) the representations and warranties of
Perimeter and each Related Party set forth in this Agreement and any other Loan
Document shall be accurate in all material respects, before and after giving
effect to such advance or issuance and to the application of any proceeds
thereof, except to the extent that such representations and warranties expressly
relate to a specific date, in which case they shall have been accurate in all
material respects as of such specified date; (b) no Default or Event of Default
has occurred and is continuing, upon notice to Borrower, or would result from
such advance or issuance or from the application of any proceeds thereof; (c) no
Material Adverse Change has occurred in Borrower’s, Perimeter’s or any Corporate
Guarantor’s business, operations, financial condition, or assets or in the
prospect of repayment of the Indebtedness; (d) Lender shall have reviewed and
approved the Consumer Loans which will become Eligible Receivables; (e) Lender
shall have received a Borrowing Base Certificate in the form and substance of
Exhibit “A”
attached hereto from Borrower executed by an Authorized Representative of
Borrower, at least five (5) Business Days prior to the date of the requested
advance; (f) Custodian shall have received at least five (5) Business Days
prior to the date of the requested advance the Custodian Deliverables with
respect to each Receivable covered by the Borrowing Base Certificate delivered
by Borrower with the subject advance request; (g) Lender shall have received a
Custodian Certificate from Custodian at least three (3) Business Days prior to
the date of the requested advance certifying that Custodian has received the
items in clause (f) of this Section 4.2; and
(h) Lender shall have received such other approvals, opinions or documents as
Lender shall reasonably request.




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 Lender’s security interest 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 any
Related Party to Lender.




4.4  ADVANCES




.  Lender
shall have the right in Lender’s discretion, subject to availability hereunder
on behalf of and with notice to Borrower, to make and use advances to pay Lender
for any amounts due to Lender pursuant to this Agreement or
otherwise.




5.  REPRESENTATIONS
AND WARRANTIES.




5.1  REPRESENTATIONS
AND WARRANTIES




.  To
confirm the Lender’s understanding concerning Related Parties and their
businesses, properties and obligations and to induce Lender to ender into this
Agreement and to extend credit hereunder, each Related Party hereby continuously
represents and warrants to Lender as follows:




(a)  Each
Related Party is a limited partnership, corporation or limited liability
company, as applicable, duly incorporated or organized, validly existing and in
good standing under the laws of the state of its incorporation or organization,
is duly qualified to do business and is in good standing as a foreign
corporation in all states where such qualification is required, has all
necessary 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)  Each
Related Party operates its business only under the assumed names as set forth in
Section 5.1A. of
Schedule A
and has not used any other assumed name for the operation of its business
activities for the previous five (5) years.




(c)  Each
Related Party has all requisite right and power and is duly authorized and
empowered to enter into, execute, deliver and perform this Agreement and each
Loan Document to which it is a party and this Agreement and each other Loan
Document to which each Related Party is a party are the legal, valid and binding
obligations of such Related Party and are enforceable against such Related Party
in accordance with their terms.




(d)  Each
Guarantor not a Related Party is competent to enter into the respective Guaranty
Agreement and to perform all of such Guarantor’s obligations
thereunder.




(e)  The
execution, delivery and performance by Borrower and each Guarantor 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, rule, regulation, order, writ,
judgment, injunction, decree, determination or award presently in effect having
applicability to Borrower or such Guarantor; (ii) as applicable, violate any
provision of its articles of incorporation or organization, certificate of
organization or formation, bylaws, limited liability company
agreement,  operating agreement or other charter documents; 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 Borrower
or such Guarantor is a party or by which it or any of its assets or properties
may be bound or affected; and none of Borrower nor any Guarantor is in default
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or
instrument.




(f)  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 Borrower or any Guarantor of this
Agreement or any other Loan Document or for the valid consummation of the
transactions contemplated by this Agreement or any other Loan
Document.




(g)  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 Borrower or any Guarantor before or
by any court, administrative agency or other governmental authority that brings
into question the validity of the transactions contemplated hereby or by the
other Loan Documents, or that might result in any Material Adverse Change in the
businesses, assets, properties or financial conditions of Borrower or any
Guarantor.




(h)  Neither
Borrower nor any Guarantor is in default in the payment of any taxes levied or
assessed against either of them or any of their assets or properties, except for
taxes being contested in good faith and by appropriate proceedings.




(i)  Each
Borrower and each Guarantor have good and marketable title to their assets and
properties.




(j)  Each of
the financial statements furnished to Lender by the Borrower and Guarantors were
prepared in accordance with GAAP (or such other accounting method as the Lender
may agree to in writing) and fairly and accurately reflects their financial
condition as of the date hereof, and each hereby certifies that there have been
no Material Adverse Changes in their condition, financial or otherwise, since
the date of such statements, and there are no known contingent liabilities not
provided for or disclosed in such statements.




(k)  Neither
this Agreement, any Borrowing Base Certificate nor any statement or document
referred to herein or delivered to Lender by Borrower or Guarantors, taken as a
whole, 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.




(l)  Borrower
(and, to the extent held or owned by any other Related Party, such Related
Party) has good, indefeasible and merchantable title to and ownership of the
Consumer Loan Documents and the other Collateral, free and clear of all liens,
claims, security interests and encumbrances, except (i) Permitted Liens, (ii)
those of Lender and (iii) liens, claims, charges, security interests and
encumbrances that are removed contemporaneously with the execution of this
Agreement or are subordinate to those of Lender pursuant to the terms of the
Subordination Agreements, in a form and substance acceptable to
Lender.




(m)  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 any Related Party
and in the schedules represented as owing by each Account Debtor is and shall be
the correct amount actually owing or to be owing by such Account Debtor at
maturity; to the best of Related Parties’ knowledge, each Account Debtor liable
upon the Receivables has and shall have capacity to contract; no Related Party
has any 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
Account Debtor on the books and records of any Related Party shall reflect the
amounts of and dates on which said payments were actually made.




(n)  As of the
date hereof, each Related Party has places of business only at the locations as
set forth in Section 5.1.B.
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 such Related Party’s principal place of
business without first notifying Lender.




(o)  The
present value of all benefits vested under all Plans of any Related Party 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.




(p)  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 date hereof, is not in excess of One Thousand Dollars
($1,000.00).




(q)  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 U 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.  All of the outstanding
securities or other equity interests 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.




(r)  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.




(s)  Each of
the Exhibits and Schedules to this Agreement contain true, complete and correct
information in all material respects.




(t)  To the
best of Related Parties’ knowledge, the land and improvements owned or leased by
any Related Party for use in its business operations 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, except where such presence would not
reasonably be expected to have a Material Adverse Effect.




(u)  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 each 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 the Loan Documents to which it is a party and the
consummation of the transactions contemplated 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.




(v)  Lender
has a first-priority, perfected security interest in favor of Lender in all of
Related Parties’ right, title and interest in the Collateral (other than the
Floor Plan Collateral, as to which Lender has a perfected security interest),
prior and superior to any other security interest or lien.




(w)  There are
no material actions, suits or proceedings pending, or threatened against or
affecting the assets of either Borrower or any Guarantor or the consummation of
the transactions contemplated hereby or by any other Loan Document, at law, or
in equity, or before or by any governmental authority or instrumentality or
before any arbitrator of any kind, except as set forth on Section 5.1.C.
of Schedule A
attached hereto.  Neither Borrower nor any Guarantor is subject to any
judgment, order, writ, injunction or decree of any court or governmental agency,
which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.  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 on the business operations or
financial condition of Borrower or any Guarantor.




(x)  No
Related Party owns or licenses any patents, trademarks or copyrights that have
been registered with any governmental authority, except as set forth in Section 5.1.D of
Schedule A
attached hereto.




(y)  Section 5.1.E.
of Schedule A
attached hereto correctly and completely sets forth each Related Party’s (i)
legal name in its state of organization, (ii) state of organization, (iii)
Federal Tax Identification Number, (iv) chief executive office, (v) prior names
used in the last five (5) years (including, such names of such Related Party’s
predecessors in interest as a result of a merger or consolidation) and (vi)
charter or other similar number for such Related Party in its state of
organization.




5.2  REPRESENTATIONS
AND WARRANTIES AS TO RECEIVABLES




.  With
respect to Receivables, each Related Party continuously warrants and represents
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 each Related Party; and (ii) those Receivables designated as Eligible
Receivables meet each of the following requirements below at the time any
request for advance is provided to Lender:




(a)  The
Receivables are genuine; are in all respects what they purport to be; and the
Consumer Loan Documents evidencing each such Receivable has only one original
counterpart, provided that the Consumer Loan Documents include one original
promissory note which constitutes an “instrument” for purposes of Section
102(a)(47) of the Uniform Commercial Code; and no Person other than Lender or
the Custodian is in actual or constructive possession of any such original
Consumer Loan Documents;




(b)  The
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 Receivables, are actually and absolutely owing to a Related Party and are
not contingent for any reason;




(d)  The
Receivables shall satisfy the applicable criteria set forth in Sections 1.A. of
Schedule A
attached hereto, which includes without limitation criteria regarding (i) the
minimum interest rate, (ii) the maximum original term to maturity, and (iii) the
maximum original principal balance;




(e)  No
set-offs, counterclaims or disputes as to payments or liability thereon exist or
have been asserted with respect thereto and no Related Party has made any
agreement with any Account Debtor thereunder for any deduction therefrom, other
than deductions, set-offs or counterclaims which are fully reflected in the face
amount of the Receivable;




(f)  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 with respect thereto;




(g)  To the
knowledge of each Related Party, all Account Debtors in connection with
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 become due;




(h)  To the
knowledge of each Related Party, no proceedings or actions are threatened or
pending against any Account Debtor that might result in any material adverse
change in the Account Debtor’s financial condition;




(i)  The
Receivables have not been assigned or pledged to any other Person other than
Lender;




(j)  All
requirements of applicable federal, state and local laws, and regulations
thereunder, including, without limitation, usury laws and truth-in-lending
disclosure laws, in respect of all Consumer Loan Documents have been complied
with in all material respects;




(k)  All
Consumer Loan Documents represent the legal, valid and binding payment
obligation of the applicable Account Debtors, 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;




(l)  No
instrument of release or waiver has been executed in connection with any
Consumer Loan Documents, and the Account Debtor in respect of such contract has
not been released from its obligations thereunder, in whole or in part, and no
action has been taken by any Related Party to release any collateral for the
Consumer Loan Documents;




(m)  Except as
disclosed in writing to Lender, no Consumer Loan Document has been amended after
the date on which such contract is pledged to the 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;
and




(n)  No
Consumer Loan Document is subject to any right of rescission, set-off,
counter-claim or defense, including the defense of usury, and no such right of
rescission, set-off, counter-claim or defense has been asserted with respect
thereto, except as disclosed to Lender in writing and as reflected in the
calculation of the outstanding amount of the Receivables.




6.  COVENANTS
AND OTHER AGREEMENTS.




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, each Related Party 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 (except for taxes being contested in good faith with
appropriate proceedings and for which adequate reserves have been established).
This provision shall not apply to taxes or expenses which are due, but which are
challenged in good faith or to expenses which are due and total less than an
aggregate amount of $10,000.




(b)  Maintain,
protect and preserve the Collateral (including, without limitation, maintaining
that part of each Consumer Loan Document or other credit report, application or
related instrument which is not delivered to the Custodian in a fireproof
cabinet at its chief executive office).




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




(d)  Furnish
to Lender prompt notice of:  (i) any development related to the
business, financial condition, properties or assets of Borrower or any
Guarantor, that would have or has a Material Adverse Effect under this Agreement
and (ii) any material and adverse litigation or investigation to which any of
them may be a party.




(e)  Carry on
and conduct its business in the same manner and in the same fields of enterprise
as it is presently engaged, and each Related Party shall preserve its existence,
licenses or qualifications as a corporation or limited liability company, as
applicable, in the jurisdiction of its organization or formation and as a
foreign corporation 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 entity necessary (except where the failure to qualify
as a foreign entity would not reasonably be expected to have a Material Adverse
Effect), and to maintain all other material corporate rights and
franchises.




(f)  Comply,
and cause each Related Party to comply, with all statutes, governmental rules
and regulations applicable to such Related Party and its business (including,
without limitation, applicable usury and consumer laws), except where the
failure to do so would not reasonably be expected to have a Material Adverse
Effect.




(g)  Permit
and authorize Lender and allow Lender access, without notifying Borrower or any
Guarantor, (i) to make such inquiries or investigation through business credit,
other credit reporting services or other sources concerning Borrower or any
Guarantor as Lender, in its sole discretion, shall deem appropriate, and (ii) to
inspect, audit or examine any Collateral at the premises or locations of any
Related Party, including without limitation inventory inspections of
vehicles.




(h)  Provide
Lender sixty (60) days prior written notice of any Related Party initiating any
activities in any state other than the states identified on Section 6.1(h)
of Schedule A
attached hereto (the “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 and homestead laws in such new state and
Lender has approved activities in such new state.




(i)  In
accordance with Section 5.2(a) hereof, cause each Consumer Loan Document to have
only one original counterpart.




(j)  Purchase
or make Consumer Loans evidenced by Consumer Loan Documents which are solely on
forms that are in compliance with applicable state and federal laws and are
substantially similar to those set forth in Exhibit D
attached hereto.




(k)  Deliver
to the Custodian (or Lender) the original Consumer Loan Documents and all other
documentation required by Section 3.3
hereof to be governed by the terms of the Custodial Agreement.




(l)  Maintain
at all times the Loan Portfolio Requirements set forth in Section 6.1(i)
of Schedule A
attached hereto.




(m)  Deliver
to Lender, at such places as Lender may reasonably designate, schedules executed
by Borrower, listing all Receivables and fully and correctly specifying in
adequate detail the aggregate unmatured unpaid face amount of each
Receivable.  These schedules shall be in form and detail satisfactory
to or supplied by Lender.




(n)  Join
Lender in a quarterly review meeting (or teleconference) as may be requested by
Lender from time to time.




(o)  Execute
and deliver to Lender such assignment documents in addition to the stamp
required in Section 3.5
hereof if reasonably requested by Lender from time to time in connection with
Lender’s ability to transfer ownership of the Consumer Loan Documents to Lender
or its assigns, and all collateral securing the Consumer Loan after and during
the occurrence of an Event of Default.




(p)  Provide
Lender with evidence of Related Parties’ insurance (including, without
limitation, property damage and liability insurance) issued by a reputable
carrier, as reasonably required by Lender (which insurance shall be in such
amounts and cover such risks as is customarily carried by businesses similarly
situated).  This insurance shall reflect Lender as the loss payee or
additional insured, as required by Lender, and contain a provision that Lender
shall be notified by the carrier thirty (30) days prior to the termination or
cancellation of any such insurance.




(q)  Maintain
at all times Jim Schrull as each Related Party’s manager, director of operations
or other similar capacity or, in the event that Mr. Schrull resigns or is
otherwise replaced for any reason, an individual acceptable to the Lender, in
its sole discretion, shall replace Mr. Schrull.




(r)  Cause
100% of the equity interests of Borrower and each other Related Party to be
pledged to Lender as security for the Indebtedness, pursuant to a Pledge
Agreement.




(s)  Cause Jim
Schrull, Perimeter and each Corporate Guarantor to each execute and deliver a
Guaranty Agreement in form and substance satisfactory to Lender.




(t)  Maintain
life insurance on Jim Schrull in an aggregate amount equal to at least
$1,000,000, and assign to Lender (in form and substance satisfactory to Lender)
all rights under the aforesaid life insurance policy as additional collateral
for the Indebtedness through Lender’s receipt of the Assignment of Life
Insurance executed by the issuing insurance company.




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, each Related Party covenants and agrees that it shall
not, without Lender’s prior written consent, do any of the
following:




(a)  Incur or
permit to exist any pledge, title retention lien or other lien, encumbrance or
security interest with respect to the Collateral now owned or hereafter acquired
by such Related Party, except liens in favor of Lender, Permitted Liens and
liens granted on real property in connection with an Approved Sale Leaseback
Transaction or liens in favor of CompuCredit Corporation on Borrower’s real
property located in Duluth, Gwinett County, Georgia and in Union City, Fulton
County, Georgia; provided that the aggregate amount of Permitted Liens (other
than Liens in favor of the Lender and liens granted pursuant to a Floor Plan
Financing) shall not exceed $25,000.




(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 corporation or any other Person; (iii) any sale,
transfer, conveyance or lease of all or substantially all of such Related
Party’s assets or properties unless such sale, transfer, conveyance or lease of
assets is between Related Parties; or (iv) any sale or assignment with or
without recourse of any Receivables.




(d)  Cause or
take any of the following actions with respect to any Related
Party:  (i) redeem, retire, purchase or otherwise acquire, directly or
indirectly, any Related Party’s outstanding securities; or (ii) purchase or
acquire, directly or indirectly, any shares of capital stock, evidences of
indebtedness or other securities of any person or entity.




(e)  Amend,
supplement or otherwise modify any Related Party’s certificate of organization
or formation, articles of organization or formation, bylaws, limited liability
company agreement, operating agreement or other charter documents.




(f)  Incur,
assume or suffer to exist any debt (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, (iii)
Subordinated Debt, (iv) Floor Plan Financings, (v) indebtedness between Related
Parties, (iv) capitalized lease obligations incurred in connection with an
Approved Sale Leaseback Transaction, or (v) other debt consented to in writing
by Lender in its sole discretion.




(g)  Directly
or indirectly make loans to, invest in, extend credit to, or guaranty the debt
of any Person, other than another Related Party.




(h)  Change
its name, convert from one type of entity to another type, change its principal
place of business, or make any material changes in the nature of its business as
carried on as of the date hereof; provided, however, a Related
Party may change its name as long as (i) such Related Party gives Lender
thirty (30) days prior written notice thereof, and (ii) such Related Party
executes and delivers, prior to any such name change, any and all documents and
agreements requested by Lender to confirm the continuation and preservation of
all security interests and liens granted to Lender hereunder.




(i)  Allow any
owner of any of the equity interests of Borrower or any other Related Party to
pledge any ownership interest in any Related Party other than to
Lender.




(j)  Permit
the Leverage Ratio at the end of any month to be more than the Leverage Ratio
Limit as set forth in Section 6.2.A.
of Schedule A
attached hereto.




(k)  Allow the
Tangible Net Worth of Borrower and Corporate Guarantors at any time to be less
than Minimum Tangible Net Worth as set forth on Schedule 6.2.B. of
Schedule A
attached hereto.




(l)  [Reserved].




(m)  Permit
the Debt Service Coverage Ratio to be less than the Debt Service Coverage Ratio
Limit set forth in Section 6.2.D.
of Schedule A
attached hereto.




(n)  Allow
during any twelve (12) month period, the Collateral Recovery Rate to be less
than the Minimum Collateral Recovery Rate set forth in Section 6.2.E.
of Schedule A
attached hereto.




(o)  Make or
allow any Distributions in excess of the amount needed by any owner of the
equity interests of such Related Party to pay income taxes attributable to any
Related Party’s revenue, other than (i) Distributions between Related Parties,
(ii) Distributions by the Borrower to Perimeter in an aggregate amount not to
exceed twelve percent (12%) per annum of the weighted average daily outstanding
balance of the face amount of the Class B Units, and (iii) Distributions of the
proceeds of an Approved Sale Leaseback Transaction; provided, however, that no
Distribution shall be made if a Default or Event of Default shall exist at the
time of any such Distribution or shall occur as a result of any such
Distribution.




(p)  Increase
the annual salary, bonus, fees or other compensation paid in the aggregate to
Jim Schrull or any other officers or senior managers of any Related Party prior
to the Maturity Date more than ten percent (10%) in the aggregate over the
amounts received during calendar year 2007.




(q)  Make or
allow any payment, whether principal, interest, or otherwise, on any
Subordinated Debt (i) if a Default or an Event of Default shall exist or shall
occur as a result of such payment, or (ii) if it is otherwise prohibited by
the applicable Subordination Agreement.




(r)  Amend,
modify or otherwise change in any respect the Underwriting Guidelines without
the prior written consent of Lender, unless such amendment, modification or
changes makes the Underwriting Guidelines stricter and Lender promptly receives
a copy of such revised Underwriting Guidelines.




(s)  Pay any
management, consulting or similar fees to any Guarantor, any other Affiliate of
Borrower or any Affiliate of any Guarantor; provided, however, that the
foregoing shall not be deemed or construed to prohibit reimbursement of
out-of-pocket expenses incurred by any Affiliate on behalf of
Borrower.




(t)  Allow the
Collection Percentage at the end of each month to be less than the Minimum
Collection Percentage as set forth in Section 6.2(F) of
Schedule A
attached hereto.




(u)  (i) Open,
purchase, lease, establish or otherwise conduct business at any new sales or
inventory locations or vehicle lots by any Related Party, or (ii) cease or
terminate the conduct of business or dispose of or liquidate any existing sales
or vehicle locations, vehicle lots or principal place of business of any Related
Party as set forth in Section 5.1B of Schedule A attached
hereto, except upon thirty (30) days notice to Lender.




(v)  (i) make
any expenditure or commitment or incur any obligation or enter into or engage in
any transaction except in the ordinary course of business, (ii) engage directly
or indirectly in any business or conduct any operations except in connection
with or incidental to its present businesses and operations, or (iii) make any
acquisitions of or capital contributions to or other investments in any Person,
or make any acquisitions of material properties or assets of another Person
except for capital contributions to or investments in the Subsidiaries or as
otherwise expressly allowed hereunder.




(w)  Neither
Borrower nor any Guarantor shall file a petition seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the federal bankruptcy laws or any other applicable
law.




(x)  Perimeter
and Jim Schrull shall fail to own one hundred percent (100%) of the ownership
interest in the Borrower.




(y)  The
Borrower shall fail to own one hundred percent (100%) of the ownership interests
in any Corporate Guarantor.




6.3  REPORTING
REQUIREMENTS AND ACCOUNTING PRACTICES




.  Each
Related Party shall maintain (a) a system of accounting in accordance with GAAP
(or such other accounting method as the Lender may agree to in writing) and (b)
standard operating procedures applicable to all of its locations with respect to
the handling and disposition of cash receipts and other proceeds of Collateral
on a daily basis, including the depositing thereof, aging of account
receivables, record keeping and such other matters as Lender may reasonably
request (“Borrower’s
Operating Procedures”).




6.4  ACCOUNT
DEBTORS’ ADDRESSES




.  Borrower
agrees to furnish to Lender from time to time, within five (5) days following
the request thereof, a list of all Account Debtors’ names and their most current
addresses.  Each Related Party agrees that Lender may from time to
time, consistent with standard or generally accepted auditing practices, verify
the validity, amount and any other matters relating to the Receivables by means
of mail, telephone or otherwise, in the name of any Related Party and, upon the
occurrence of an Event of Default, in the name of Lender or such other name as
Lender may choose.




6.5  FINANCIAL
REPORTS




.  Borrower
and each Guarantor shall furnish to the Lender and its duly authorized
representatives such information respecting the business and financial condition
of the Borrower, Guarantors and the Subsidiaries of each Related Party as the
Lender may reasonably request; and without any request, shall furnish to the
Lender:




(a)  As soon
as available, and in any event within fifteen (15) calendar days after the end
of each calendar month, a loan activity report, in both printed and computer
disc form reasonably accessible and usable by Lender and Custodian showing, with
respect to all Consumer Loans: (i) the principal and interest payments received
with respect thereto; (ii) the outstanding principal amount thereof; (iii)
delinquencies and all other defaults thereunder; (iv) a breakdown by Account
Debtor as to items (i), (ii) and (iii); (v) original information, and (vi) such
other matters as the Lender may from time to time request, all prepared by the
Borrower and certified as to being true, correct and complete in all material
respects by the chief financial officer or other Authorized Representative of
the Borrower;




(b)  within
fifteen (15) calendar days after the close of each month and with each request
for an advance hereunder, a Borrowing Base Certificate;




(c)  as soon
as available, and in any event within thirty (30) calendar days after the close
of each month, a copy of the consolidated and consolidating balance sheet of the
Related Parties as of the close of the preceding month and the consolidated and
consolidating statements of income, retained earnings and cash flows of the
Related Parties and for the preceding month, each in reasonable detail showing
in comparative form the figures for the corresponding date and period in the
previous fiscal year (to the extent available to compare), prepared in
accordance with GAAP (or such other accounting method as the Lender may agree to
in writing), consistently applied;




(d)  as soon
as available, and in any event within ninety (90) calendar days after the close
of each fiscal year of Related Parties, a copy of the consolidated and
consolidating balance sheets of the Related Parties as of the close of such
period and the consolidated and consolidating statements of income, retained
earnings and cash flows of the Related Parties for such period, and all
supporting schedules and footnotes thereto, all in detail reasonably
satisfactory to Lender, prepared in accordance with GAAP (or such other
accounting method as the Lender may agree to in writing), consistently
applied.  All such annual financial statements shall be audited by a
firm of independent public accountants of recognized standing, selected by the
Borrower and satisfactory to the Lender, in accordance with GAAP (or such other
accounting method as the Lender may agree to in writing) and shall be
accompanied by the written statement of the accountants who prepared the audited
financial statements, certifying whether such accountants have obtained
knowledge of any Event of Default under the Loan Documents;




(e)  as soon
as available, and in any event within forty-five (45) calendar days prior to the
close of each annual accounting period of the Borrower, proforma balance sheets
and statements of income, retained earnings and cash flows of the Related
Parties for the next annual accounting period;




(f)  as soon
as available, and in any event within forty-five (45) calendar days after the
end of each calendar year, financial statements of each individual Guarantor as
of the close of such period, such personal financial statement shall be in form
and detail satisfactory to Lender;




(g)  promptly
after receipt thereof, any additional 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 Related Parties’ or any of their Subsidiary’s financial
affairs, given to it by its independent public accountants;




(h)  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 Borrower or any Guarantor of their
compliance or non-compliance with applicable laws relating to the underwriting,
origination, servicing and/or collection of loans;




(i)  promptly
(but never more than five (5) Business Days) after knowledge thereof shall have
come to the attention of any responsible officer of any Related Party, written
notice of (i) any threatened or pending litigation or governmental proceeding or
labor controversy against any Related Party which, if adversely determined,
would have a Material Adverse Effect, or (ii) of the occurrence of any Default
or Event of Default hereunder;




(j)  Borrower
and Guarantors each agree to expeditiously and in good faith, obtain and deliver
to Lender corrected or modified copies of any document or report or system
software required to be delivered under this Section 6.5;




(k)  Borrower
and Guarantors each agree to obtain and deliver within ten (10) calendar days of
a request therefor from the Lender such other information (whether financial or
otherwise) regarding the Borrower or Guarantors as the Lender shall reasonably
require; and




(l)  as soon
as available, and in any event within forty-five (45) calendar days prior to the
close of each calendar year of Borrower, a proposed business plan and operating
budget for the Related Parties (the “Borrower’s Proposed Budget
and Business Plan”) for the next calendar year.




Each of
the financial statements furnished to the Lender pursuant to
subsections (c) and (d) of this Section shall be accompanied by a written
certificate signed by the chief financial officer or other Authorized
Representative of Borrower to the effect that to the best of the chief financial
officer’s or applicable Authorized Representative’s knowledge and belief no
Default or Event of Default has occurred during the period covered by such
statements or, if any such Default or Event of Default has occurred during such
period, setting forth a description of such Default or Event of Default and
specifying the action, if any, taken to remedy the same.




Notwithstanding
any other provision of any Loan Document, in the event any of the financial
statements or other financial reports due by Borrower under this Section 6.5 are
not timely delivered to Lender, Borrower shall pay Lender a late fee equal to
$250 per day until such statements or reports are delivered to
Lender.




6.6  NOTICE OF
CHANGES




.  Borrower
shall promptly notify Lender in writing of (i) any change in the status of Jim
Schrull, Jerry Robinson or Bob Manning as an officer or director of any Related
Party, (ii) any litigation or governmental investigations of which Borrower or a
Guarantor is a party, and (iii) any other Material Adverse Change in the
business or financial affairs of any Related Party.




7.  EVENTS OF
DEFAULT AND REMEDIES.




7.1  EVENTS OF
DEFAULT




.  The
occurrence of any one or more of the following events shall constitute an “Event
of Default”:




(a)  If any
payment of principal or any other amount due Lender (other than interest) is not
paid when the same shall become due and payable or if any amount of interest is
not paid within three (3) Business Days of when the same shall be due and
payable.




(b)  If
Borrower or any Guarantor fails or neglects to perform, keep or observe any of
the terms, provisions, conditions or covenants, contained in this Agreement, any
of the other Loan Documents or any other agreement or document executed in
connection with the transactions contemplated by this Agreement and, with
respect to Sections 6.3 and 6.5 hereof, such failure continues for a period of
ten (10) days from the earlier of Borrower’s knowledge thereof or written notice
from Lender or if any representation, warranty or certification made by Borrower
or any Guarantor herein, in any of the other Loan Documents or in any
certificate or other writing delivered pursuant hereto shall prove to be untrue
in any material respect as of the date upon which the same was made or at any
time thereafter.




(c)  If the
validity or enforceability of any lien, charge, security interest, mortgage,
pledge or other encumbrance granted to Lender to secure the Indebtedness shall
be impaired in any respect or to any degree, for any reason, or if any other
lien, charge, security interest, mortgage, pledge or other encumbrance shall be
created or imposed upon the Collateral unless such lien, charge, security
interest, mortgage, pledge or other encumbrance is a Permitted Lien or is
subordinate to that of Lender, pursuant to a subordination and standstill
agreement in a form and substance acceptable to Lender.




(d)  If any
judgment or judgments in the aggregate against Borrower or any Guarantor (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 Borrower or any Guarantor 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.




(e)  Default
in the payment of any sum due under any instrument of indebtedness for borrowed
money owed by Borrower or any Guarantor, 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 or
permits the holders of such indebtedness for borrowed money to elect a majority
of the board of directors or manage the business of Borrower or any
Guarantor.




(f)  If a
court or governmental authority of competent jurisdiction shall enter an order,
judgment or decree appointing, with or without Borrower’s or any Guarantor’s
consent or acquiescence, a receiver, custodian, liquidator, trustee or other
officer with similar powers of Borrower or any Guarantor or of the whole or any
substantial part of its properties or assets, or approving a petition filed
against Borrower or any Guarantor 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 Borrower or any
Guarantor and such petition shall not be dismissed within thirty (30)
days.




(g)  Any
Material Adverse Effect or Material Adverse Change shall occur or shall be
reasonably expected to occur or any Related Party ceases any portion of its
respective business operations as currently conducted;




(h)  If
Borrower or any Guarantor shall:  (i) be generally not paying their
respective 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 their creditors;
(iv) consent to or acquiesce in the appointment of a receiver, custodian,
liquidator, trustee or other officer with similar powers of either of their
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.




(i)  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 the business of any Related Party.




(j)  If any
Guarantor gives notice of termination or terminates such Guarantor’s liability
pursuant to his, her or its Guaranty Agreement executed in conjunction with this
Agreement.




(k)  If Jim
Schrull shall cease to manage the day-to-day operations of Borrower or any
Corporate Guarantor; provided, however, in the event that Mr. Schrull resigns or
is otherwise replaced for any reason, Mr. Schrull may be replaced by an
individual acceptable to the Lender, in its sole discretion.




7.2  ACCELERATION
OF THE INDEBTEDNESS




.  Upon
an Event of Default and during the continuation thereof, the Lender may (a)
declare 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 to be immediately due and payable, (b) charge the Default Rate of
Interest, and (c) cease financing under this Agreement; provided, however, that upon
the occurrence of  an Event of Default listed in Section 7.1(h)
hereof financing hereunder shall automatically terminate and all Indebtedness
shall become due and payable, without any action, declaration, notice or demand
by the Agent.




7.3  REMEDIES




.  Upon
the occurrence, and during the continuation of, an Event of Default, Lender
shall have the following rights and remedies, which individual remedies shall be
non-exclusive, cumulative and in addition to each and every other remedy set
forth in the Loan Documents or in this Agreement:




(a)  All of
the rights and remedies of a secured party under the Uniform Commercial Code as
enacted in the State of Maryland, as amended, or other applicable
law.




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




(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 Borrower or Guarantor 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 Borrower at the address of Borrower 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.




Lender
shall have the right to conduct such sales on Borrower’s or any Guarantor’s
premises or elsewhere and shall have the right to use Borrower’s or such
Guarantor’s premises without charge for such sales for such time or times as
Lender may see fit.  Lender is hereby granted a license or other right
to use, without charge, the Borrower’s or any Guarantor’s 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 the
Borrower’s rights under all licenses and all franchise agreements shall inure to
Lender’s benefit.




Lender
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 Lender 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.  The proceeds realized from the sale of any Collateral shall
be applied first to reasonable costs and expenses, attorneys’ fees, expert
witness fees incurred by Lender for collection and for acquisition, completion,
protection, removal, storage, sale and delivery of the Collateral; second to all
payments, other than principal and interest, due under this Agreement; third to
interest due upon any of the Indebtedness; fourth to the principal balance owing
on the Indebtedness; and fifth 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.




(d)  In the
event that Borrower or any Corporate Guarantor is domiciled in, or Collateral is
located in, Louisiana, and to the extent of such domicile or location where
Louisiana law is applicable to this Agreement, the right to cause all and
singular the hereinabove described Collateral to be seized and sold under
executory process without appraisement, appraisement being hereby expressly
waived, as an entirety or in parcels, as Lender may determine, to the highest
bidder for cash.




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




(f)  The right
to cease all advances hereunder.




(g)  All other
rights and remedies that Lender may have at law or in equity.




7.4  NO
WAIVER




.  No
delay, failure or omission of Lender 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 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 by
Lender shall be acknowledged and agreed in writing by Lender.  No
waiver of any Default or Event of Default 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 or 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.




7.5  APPLICATION
OF PROCEEDS




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




7.6  APPOINTMENT
OF LENDER AS ATTORNEY-IN-FACT




.  Each
Related Party irrevocably designates, makes, constitutes and appoints Lender
(and all persons reasonably designated by Lender), with full power of
substitution, as such Related Party’s true and lawful attorney-in-fact (and not
agent-in-fact) and Lender, or Lender’s agent, may, without notice to any Related
Party, and at such time or times thereafter as Lender or said agent, in its
discretion, may determine, in such Related Party’s or Lender’s name, at no duty
or obligation on Lender, do the following:




(a)  All acts
and things necessary to fulfill the Related Party’s administrative duties
pursuant to this Agreement, including, but not limited to, the filing of
financing statements without such Related Party’s signature.




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




(c)  In
addition to, but not in limitation of the foregoing, at any time or times upon
the occurrence of an Event of Default, Lender shall have the
right:  (i) to enter upon any Related Party’s premises and to receive
and open all mail directed to such Related Party and remove all payments to such
Related Party on the Receivables; however, Lender shall turn over to such
Related Party all of such mail not relating to Receivables; (ii) in the name of
any Related Party, to notify the Post Office authorities to change the address
for the delivery of mail addressed to any Related Party to such address as
Lender may designate (notwithstanding the foregoing, for the purposes of notice
and service of process to or upon any Related Party as set forth in this
Agreement, Lender’s rights to change the address for the delivery of mail shall
not give Lender the right to change the address for notice and service of
process to or upon such Related Party in this Agreement); (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 Lender 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 such Related Party 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 the appropriate Related Party upon any notes, acceptances, checks,
drafts, money orders, chattel paper or other evidences of payment of Receivables
that may come into Lender’s possession; and (ix) sign the appropriate Related
Party’s name on any instruments or documents relating to any of the Collateral,
or on drafts against Account Debtors.  The appointment of Lender as
attorney-in-fact for each Related Party is coupled with an interest and is
irrevocable.




8.  EXPENSES
AND INDEMNITIES.




8.1  REIMBURSEMENT
FOR EXPENSES




.  Borrower
shall pay (on the date hereof, and thereafter, as the case may be) all costs and
expenses incurred by Lender or any of its 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 (internal
and external) fees and expenses, (d) all internal collateral and portfolio
management fees and expenses, and (e) all internal and external reasonable
attorneys’ fees and expenses, but only to the extent incurred by Lender or any
of its affiliates after a Default or Event of Default or incurred by Lender in
connection with (i) any effort to enforce, protect or collect payment of any
Indebtedness or to enforce any Loan Document or any related agreement, document
or instrument, or effect collection hereunder or thereunder, (ii) entering into,
negotiating, preparing, reviewing and executing this Agreement and the other
Loan Documents and all related agreements, documents and instruments, (iii) the
administration of the Indebtedness, including without limitation, any wire
transfer fees or audit (internal and external) expenses; (iv) instituting,
maintaining, preserving, enforcing and foreclosing on Lender’s security
interests or liens in any of the Collateral or securities pledged under the Loan
Documents, whether through judicial proceedings or otherwise, (v) defending or
prosecuting any actions, claims or proceedings arising out of or relating to
Lender’s transactions with Borrower unless there is a final, non-appealable
judgment by a court which finds Lender 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 or any
other Loan Document or any related agreement, document or instrument, and all of
the same may be charged to Borrower’s account and shall be part of the
Indebtedness.  If Lender or any of its Affiliates uses in-house
counsel or auditors for any of the purposes set forth above or any other
purposes under this Agreement for which Borrower is responsible to pay or
indemnify, Borrower expressly agrees that the Indebtedness includes reasonable
charges for such work commensurate with the reasonable fees that would otherwise
be charged by internal or outside legal counsel selected by Lender or such
Affiliate in its sole discretion for the work performed.  In addition
and without limiting the foregoing, Borrower shall pay all taxes (other than
taxes based upon or measured by Lender’s income or revenues or any personal
property tax), if any, in connection with the issuance of any Note and the
recording of any Loan Document and financing statements therefor and pursuant to
the Loan Documents, on an after-tax basis, taking into account any taxes imposed
on the amounts paid pursuant to this Section
8.1.




8.2  GENERAL
INDEMNIFICATION




.  Borrower
hereby agrees to indemnify and hold Lender harmless from and against any and all
claims, liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (collectively, “Claim” or “Claims”) of any kind
or nature whatsoever, asserted by any party other than Borrower, or with respect
to Borrower only as otherwise provided in this Agreement or pursuant to
applicable law regarding Lender’s obligations to Borrower, which may be imposed
on, incurred by or asserted against Lender, or any of its officers, directors,
employees or agents (including accountants, attorneys or other professionals
hired by Lender) in any way relating to or arising out of the Loan Documents or
any action taken or omitted by Lender, or any of its officers, directors,
employees or agents (including accountants, attorneys or other professionals
hired by Lender) under the Loan and Loan Documents (including, without
limitation, any action taken or omitted to be taken by Lender with respect to
the Blocked Account, which account was established by Lender at Borrower’s
request as an accommodation to Borrower to facilitate the Loan) or, except to
the extent such indemnified matters are finally found by a court to be caused by
Lender’s gross negligence or willful misconduct.




8.3  CUSTODIAN
EXPENSES




.  Borrower
hereby agrees to pay all of the Custodian’s fees and expenses owing under the
Custodial Agreement.




9.  MISCELLANEOUS.




9.1  NOTICES




.  All
notices, demands, billings, requests and other written communications hereunder
shall be deemed to have been properly given:  (a) upon personal
delivery; (b) on the third (3rd)
Business Day following the day sent, if sent by registered or certified mail;
provided, such
is received by the intended party, but if such is not received because of such
party’s refusal to accept such delivery, then such shall be deemed to be
received on the date of first refusal; (c) on the next Business Day
following the day sent, if sent by overnight express courier; provided, such is
received by the intended party, but if such is not received because of such
party refusal to accept such delivery, then such shall be deemed to be received
on the date of first refusal; (d) on the day sent or if such day is not a
Business Day on the next Business Day after the day sent, if sent by telecopy
providing the receiving party has acknowledged receipt by return telecopy, in
each case, to Lender (Attn: Portfolio Manager, Structured Finance Group),
Borrower or any Guarantor at its address and/or telecopy number as set forth in
this Agreement or Section 9.1 of
Schedule A
attached hereto, or at such other address and/or telecopy number as either party
may designate for such purpose in a written notice given to the other party, (e)
if sent by e-mail, upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, return
e-mail or other written acknowledgement).




Lender
shall have the right, on or after initial funding pursuant to the terms of this
Agreement, to issue a press release or other brochure announcing the
consummation of the Loan Documents (including, without limitation, through the
publication of a “tombstone”) at no cost to Borrower.




9.2  PARTICIPATIONS




.  Borrower
and Guarantors acknowledge and agree that Lender may from time to time sell or
offer to sell interests in the Indebtedness and the Loan Documents to one or
more participants.  Borrower and Guarantors authorize Lender to
disseminate any information it has pertaining to the Indebtedness, including
without limitation, complete and current credit information on Borrower and any
of its principals and Guarantors, to any such participant or prospective
participant.




9.3  SURVIVAL
OF AGREEMENTS




.  All
of the various representations, warranties, covenants and agreements of Borrower
and the Guarantors (including without limitation, any agreements to pay cost and
expenses and to indemnify Lender) in the Loan Documents shall survive the
execution and delivery of the Loan Documents and the performance under such Loan
Documents, and Lender shall retain its liens and security interests 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.  The
obligations of Borrower under Sections 2.6, 2.7, 8.1, 8.2, 8.3 and 9.18 (and all other
agreements of Borrower to pay costs and expenses and to indemnify Lender) shall
survive payment of the Indebtedness in full.




9.4  NO
OBLIGATION BEYOND MATURITY




.  Borrower
agrees and acknowledges that upon the Maturity Date, Lender shall have no
obligation to renew, extend, modify or rearrange the Loan and shall have the
right to require all amounts due and owing under the Loan to be paid in full
upon such date.




9.5  PRIOR
AGREEMENTS SUPERSEDED




.  This
Agreement, together with the other Loan Documents, constitutes the sole and only
agreement of the parties hereto and supersedes any prior understandings or
written or oral agreements between the parties respecting the subject matter of
this Agreement.  No provision of this Agreement or other document or
instrument relating hereto may be modified, waived or terminated except by
instrument in writing executed by the party against whom a modification, waiver
or termination is sought to be enforced.




9.6  PARTIES
BOUND




. This
Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, legal representatives,
successors and assigns, except as otherwise expressly provided for herein; provided, however, Borrower and
Guarantors shall not assign any of their respective rights or obligations
pursuant to this Agreement.




9.7  ASSIGNMENT
BY LENDER




.  LENDER
MAY AT ANY TIME (A) DIVIDE AND REISSUE (WITHOUT SUBSTANTIVE CHANGES OTHER THAN
RESULTING FROM SUCH DIVISION) THE INDEBTEDNESS, INCLUDING ANY NOTE, AND/OR (B)
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.  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, (X) THE ASSIGNEE SHALL
ACQUIRE ALL OF THE LENDER’S RIGHTS UNDER THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND (Y) 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.




9.8  NUMBER
AND GENDER




.  Whenever
used herein, the singular number shall include the plural and the plural the
singular, and the use of any gender shall be applicable to all
genders.




9.9  NO THIRD
PARTY BENEFICIARY




.  This
Agreement is for the sole benefit of Lender and Borrower and is not for the
benefit of any third party.




9.10  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.




9.11  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.




9.12  HEADINGS




.  The
Article and Section headings used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.




9.13  SCHEDULES
AND EXHIBITS




.  Any
and all exhibits hereto are hereby expressly incorporated by reference as though
fully set forth at that point verbatim.  All terms and provisions as
defined or set forth in Article 1 and in any Schedule are hereby incorporated
into and made a part of this Agreement.  Each reference in this
Agreement and the Schedule hereto to any information or definitions contained in
Article 1 or the Schedule shall mean and refer to the information or definitions
as set forth in Article 1 and the Schedule unless the context specifically
requires otherwise.  Any terms used in this Agreement and in the
Schedule which are not defined shall have the meanings ascribed to such terms,
as of the date of this Agreement, by the Uniform Commercial Code as enacted in
the State of Maryland to the extent the same are defined therein.




9.14  FURTHER
INSTRUMENTS




.  Borrower
and Guarantors shall from time to time 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 reasonably requests and deems necessary or advisable in furtherance of
the agreements contained herein (including, without limitation, pursuant to
Section 2.1(e)
the issuance of any Note to Lender or a replacement promissory note in the event
any Note is lost, inadvertently destroyed or otherwise misplaced by
Lender).




9.15  GOVERNING
LAW




.  THIS
AGREEMENT HAS BEEN EXECUTED AND DELIVERED BY BORROWER AND GUARANTOR AND ACCEPTED
BY LENDER IN THE STATE OF MARYLAND AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS
PROVISION) OF THE STATE OF MARYLAND.




9.16  JURISDICTION
AND VENUE




.  TO
INDUCE THE LENDER TO ENTER INTO THIS AGREEMENT, BORROWER, GUARANTORS AND LENDER
IRREVOCABLY AGREE THAT, SUBJECT TO THE LENDER’S ELECTION, ALL ACTIONS OR
PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE COLLATERAL SHALL BE LITIGATED IN
COURTS HAVING STATUS WITHIN THE STATE OF MARYLAND.  BORROWER,
GUARANTORS AND LENDER HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID STATE AND WAIVE PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON BORROWER AND AGREE THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET
FORTH IN SECTION 9.1 OF
SCHEDULE A
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT
THEREOF.




9.17  WAIVER




.  EXCEPT
AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT AND TO THE EXTENT NOT PROHIBITED BY
APPLICABLE LAW, BORROWER AND EACH GUARANTOR HEREBY WAIVES (A) PRESENTMENT,
DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON-PAYMENT,
MATURITY, RELEASE, COMPROMISE, SETTLEMENT, AND ONE OR MORE EXTENSIONS OR
RENEWALS OF ANY OR ALL ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS,
CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY THE LENDER ON WHICH BORROWER
MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER THE LENDER
MAY DO IN THIS REGARD; (B) ALL RIGHTS TO NOTICE AND HEARING PRIOR TO THE
LENDER’S TAKING POSSESSION OR CONTROL OF, OR THE LENDER’S REPLEVIN, ATTACHMENT
OR LEVY ON OR OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED
BY ANY COURT PRIOR TO ALLOWING THE LENDER TO EXERCISE ANY OF THE LENDER’S
REMEDIES; AND (C) THE BENEFIT OF ALL VALUATION, APPRAISEMENT OR EXEMPTION
LAWS.




9.18  WAIVER OF
RIGHT TO TRIAL BY JURY




.  LENDER,
BORROWER AND GUARANTORS HEREBY COVENANT AND AGREE THAT IN ANY SUIT, ACTION OR
PROCEEDING IN RESPECT OF ANY MATTER ARISING OUT OF THIS AGREEMENT, THE DOCUMENTS
EXECUTED IN CONNECTION HEREWITH, ANY WRITTEN AGREEMENT BETWEEN THE PARTIES
HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING OR IN ANY WAY RELATED TO,
CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER SOUNDING IN CONTRACT OR TORT
OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A
JURY; LENDER, BORROWER AND EACH GUARANTOR HEREBY EXPRESSLY WAIVE ANY RIGHT THEY
MAY HAVE TO A TRIAL BY JURY, ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




9.19  ADVICE OF
COUNSEL




.  BORROWER
AND EACH GUARANTOR ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED AND ADVISED BY
INDEPENDENT LEGAL COUNSEL WITH RESPECT TO THE NEGOTIATION, EXECUTION AND
ACCEPTANCE OF THIS AGREEMENT AND THE TRANSACTION GOVERNED BY THIS AGREEMENT AND
SPECIFICALLY WITH RESPECT TO THE PROVISIONS CONTAINED IN SECTIONS 8.2, 9.16,
9.17 AND 9.18 HEREOF AND HAS RELIED UPON THE ADVICE OF ITS INDEPENDENT
LEGAL COUNSEL IN AGREEING TO THE TERMS AND CONDITIONS HEREIN AND IN EXECUTING
AND DELIVERING THIS AGREEMENT, AND THAT THEY HAVE FREELY AND VOLUNTARILY ENTERED
INTO THIS AGREEMENT AS THE PRODUCT OF ARMS’ LENGTH NEGOTIATIONS.




9.20  TIME OF
ESSENCE




.  Time
is of the essence for the performance of the obligations set forth in this
Agreement and the Loan Documents.




9.21  SPLITTING
OF INDEBTEDNESS, THIS AGREEMENT AND OTHER LOAN DOCUMENTS




.  The
Indebtedness, this Agreement, any Note and the other Loan Documents shall, at
any time until the same shall be fully paid and satisfied, at the sole election
of Lender, be split or divided into two (2) or more Indebtedness obligations
and, solely in connection with a split of the Indebtedness, two (2) or more loan
and security agreements, each of which shall cover all or a portion of the
Collateral; provided, that each
transfer of the Note shall be accompanied by the transfer of relevant rights
under the security instruments and agreements.  To that end, Borrower,
upon written request of Lender, at no cost to Borrower, shall execute,
acknowledge and deliver to Lender and/or its designee or designees substitute
notes, loan agreements, security instruments and security agreements in such
principal amounts, aggregating not more than the then unpaid principal amount of
the Indebtedness and containing terms, provisions and clauses substantially
identical to those contained in this Agreement, any Note and such other
documents and instruments as may be reasonably required by Lender.




9.22  CONFIDENTIALITY
AND PUBLICITY.




(a)  Borrower
agrees, and agrees to cause each of its Affiliates, (i) not to transmit or
disclose any provision of any Loan Document to any Person (other than to
Borrower’s advisors and officers on a need-to-know basis, or as required by
applicable law) without Lender’s prior written consent, (ii) to inform all
Persons of the confidential nature of the Loan Documents and to direct them not
to disclose the same to any other Person and to require each of them to be bound
by these provisions. Borrower agrees to submit to Lender and Lender reserves the
right to review and approve all materials that Borrower or any of its Affiliates
prepares that contain Lender’s name or describe or refer to any Loan Document,
any of the terms thereof or any of the transactions contemplated thereby.
Borrower shall not, and shall not permit any of its Affiliates to, use Lender’s
name (or the name of any of Lender’s Affiliates) in connection with any of its
business operations, including without limitation, advertising, marketing or
press releases or such other similar purposes, without Lender’s prior written
consent (except as required by applicable law). Nothing contained in any Loan
Document is intended to permit or authorize Borrower or any of its Affiliates to
contract on behalf of Lender.




(b)  Lender
shall use its good faith efforts to hold in confidence all information,
memoranda, or extracts furnished to Lender by Borrower hereunder or in
connection with the negotiation hereof; provided that the Lender may disclose
such information (i) to its Affiliates, accountants or counsel, (ii) to any
regulatory agency having the authority to examine the Lender, (iii) as required
by any legal or governmental process or otherwise by law (iv) to any Lender
Transferee, any proposed Lender Transferee or any Rating Agency, and (v) to the
extent that such information shall be publicly available or shall have been
known to the Lender independently of any disclosure by the Borrower hereunder or
in connection herewith.




9.23  NO
OFFSET




.  Borrower
understands and agrees that Borrower’s payment obligations hereunder and under
the other Loan Documents are absolute and unconditional without any right of
rescission, setoff, counterclaim or defense for any reason against Lender
notwithstanding any damage to, defects in or destruction of any Collateral or
any other event, including obsolescence of any property or
improvements.  Except as expressly provided for herein, Borrower and
each Guarantor hereby waive setoff, counterclaim, demand, presentment, protest,
all defenses with respect to any and all instruments and all notices and demands
of any description, and the pleading of any statute of limitations as a defense
to any demand under this Agreement and any other Loan
Document.  Borrower and each Guarantor hereby waive any and all
defenses and counterclaims each may have or could interpose in any action or
procedure brought by Lender to obtain an order of court recognizing the
assignment of, or lien of Lender in and to, any Collateral.




9.24  AMENDMENT
AND RESTATEMENT.




(a)  On the
date hereof, the Original Loan Agreement shall be amended, restated and
superseded in its entirety hereby.  Borrower hereby fully and
unconditionally ratifies and affirms all Loan Documents and agrees that all
collateral granted thereunder shall from and after the date hereof secure all of
the Indebtedness hereunder.




(b)  On and
after the date hereof, each reference in the Loan Documents to the “Loan
Agreement”, “thereunder”, “thereof” or similar words referring to the Loan
Agreement shall mean and be a reference to this Agreement.
















[SIGNATURE
PAGE FOLLOWS]


Loan and Security
Agreement
 DAL
76351883v6


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




BORROWER:




JRAS, LLCBy:
            /s/James SchrullName:
            James
      SchrullTitle
            Managing
      Director   By:
              /s/Dennis H. JamesName:
              Dennis H.
      JamesTitle
              President
   GUARANTORS:
  By:
              /s/James SchrullName:
              James
      Schrull




PERIMETER INVESTMENT SOLUTIONS, LLCBy:
            /s/Ajay K. JindiaName:
            Ajay K.
      JindiaTitle
            Secretary






JJG, LLCBy:
            /s/James SchrullName:
            James
      SchrullTitle
            PresidentBy:
            /s/Jerry L. RobinsonName:
            Jerry L.
      RobinsonTitle:
            Manager


Signature Page - Loan and
Security Agreement
 DAL
76351883v6





JRAS OF SOUTH CAROLINA, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager




JRAS OF TENNESSEE, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager




JRAS OF FLORIDA, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager




Signature Page - Loan and
Security Agreement
 DAL
76351883v6




JRAS OF ALABAMA, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager




SOUTHERN CRESCENT FINANCE, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager





Signature Page - Loan and
Security Agreement
 DAL
76351883v6







LENDER:









CAPITALSOURCE FINANCE LLCBy:
              /s/Sue J. ChoiName:
              Sue J.
      ChoiTitle
              Senior
      Counsel









Signature Page - Loan and
Security Agreement
 DAL
76351883v6


SCHEDULE
A TO




LOAN AND
SECURITY AGREEMENT




This
Schedule A
to the Loan and Security Agreement is executed in conjunction with a certain
Amended and Restated Loan and Security Agreement (“Loan Agreement”),
dated November 19, 2007, by and between CapitalSource Finance LLC, as Lender,
JRAS, LLC, as Borrower, and James Schrull, Perimeter Investment Solutions, LLC,
JJG, LLC, Southern Crescent Finance, LLC, JRAS of South Carolina, LLC, JRAS of
Tennessee, LLC, JRAS of Florida, LLC, and JRAS of Alabama, LLC, each as a
guarantor.  All references to Section numbers herein refer to Sections
in the Loan Agreement.





1.A.
            Additional
      Eligibility Requirements
(SECTION 1)




1.
            The
      original term of the Consumer Loan Documents underlying such Receivable
      does not exceed forty two (42) months, unless otherwise approved in
      writing by Lender.




2.
            The
      maximum original principal balance of such Receivable must not exceed
      eleven thousand five hundred dollars
($11,500).




3.
            There
      are at least thirty (30) days remaining until the maturity date of the
      Consumer Loan Documents underlying such
  Receivable.




4.
            The
      transaction giving rise to the Consumer Loan was consummated in an
      Approved State.




5.
            Such
      Receivable is not sixty-one (61) days or more contractually past the due
      date set forth in the underlying Consumer Loan
  Documents.




6.
            The
      minimum interest rate on the Consumer Loan Documents underlying such
      Receivable is at least twenty percent (20%) per annum payable
      monthly.




7.
            The
      underlying automobile securing such Receivable shall not have been more
      than eight (8) model years old at the time of sale by a Related
      Party.




8.
            Have
      been reported to the Lender in compliance with the following Aging
      Procedures:




(a)
            No
      payment missed or due
            =
            Current(b)
            1
      to 30 days past due
            =
            “30
      day Account”(c)
            31
      to 60 days past due
            =
            “60
      day Account”(d)
            61
      to 90 days past due
            =
            “90
      day Account”(e)
            91
      or more days past due
            =
            “90
      + day Account”


9.
            The
      mileage on the underlying automobile securing any Receivable shall not be
      more than one hundred twenty thousand (120,000) miles at the time of sale
      by a Related Party.




10.
            Payment
      on any Receivable shall not be extended by Borrower or any Corporate
      Guarantor more than two (2) times in any
year.







1.B.
            Guarantors
      (SECTION 1).




Jim Schrull
 Perimeter
 JRAS of South Carolina,
LLC
 JRAS of Tennessee, LLC
 JRAS of Florida, LLC
 JRAS of Alabama, LLC
 JJG, LLC
 Southern Crescent Finance,
LLC





1.D.
            Subordinated
      Creditors (SECTION 1).




Horton
Automotive Monroe, LLC


CompuCredit
Corporation


Valued
Services Acquisition Company, LLC





2.1.
            Limits
      on Advances (SECTION 2.1).




Borrower
may request advances hereunder no more than two (2) times each calendar
week.







2.1.A.
            Maximum
      Amount of Revolving Credit Line
  (SECTION 2.1).




Ten
Million Dollars ($10,000,000); provided that Lender may elect, in its sole
discretion, to increase the Maximum Amount of Revolving Credit Line in
increments of $5,000,000 so long as Borrower has paid any Additional Commitment
Fee associated therewith.







2.1.B.
            Availability
      on Eligible Receivables
(SECTION 2.1).




The
“Availability on Eligible Receivables” shall be an amount equal to 50.00% of the
outstanding principal balance of all Eligible Receivables.







2.2.
            Stated
      Interest Rate (SECTION 2.2).




The sum
of the Applicable Margin for the subject Loan plus the Prime Rate.







2.3.
            Maturity
      Date (SECTION 2.3(c)).




The term
of this Agreement shall expire on January 4, 2009; provided that the Maturity
Date may be extended for successive one year terms at Lender’s sole
discretion.







2.6.
            Liquidated
      Damages (SECTION 2.6).




The
amount of “Liquidated Damages” shall be as follows:




(i)  if
Borrower pays the balance of the Indebtedness in full, and Borrower terminates
financing under this Agreement and requests Lender to terminate Lender’s
security interest in the Collateral after August 4, 2008 and on or prior to
August 4, 2009, the amount of “Liquidated Damages” shall be an amount equal to
two percent (2.0%) of the Maximum Amount of Revolving Credit Line;
and




(ii)  if
Borrower pays the balance of the Indebtedness in full, and Borrower terminates
financing under this Agreement and requests Lender to terminate Lender’s
security interest in the Collateral after August 4, 2009, the amount of
“Liquidated Damages” shall be an amount equal to one percent (1.0%) of the
Maximum Amount of Revolving Credit Line.







2.11.
            Unused
      Line Fee (SECTION 2.11).




The
“Unused Line Fee” shall accrue from the date hereof until the Maturity Date at a
rate equal to 0.50% per annum (calculated on the basis of a year of 360 days for
the actual number of days elapsed) of the Unused Portion (hereinafter
defined).  The Unused Line Fee shall be due and payable monthly in
arrears beginning on the first Business Day of the calendar month immediately
following the date hereof and on the first Business Day of each month
thereafter.







4.1.
            Commitment
      Fee (SECTION 4.1(h)).




A “Commitment Fee” in
the amount of fifty thousand dollars ($50,000) shall be due and payable by
Borrower to Lender and earned by Lender pursuant to and upon execution of the
Agreement.    Additionally, upon the increase, if any, of
the Maximum Amount of Revolving Credit Line, an additional commitment fee shall
be due and payable by Borrower to Lender and earned by Lender on the date of
such increase in an amount equal to one percent (1.00%) multiplied by the amount
of such increase (each an “Additional Commitment
Fee”).







5.1.A.
            Borrower’s
      Tradenames (whether one or more)
  (SECTION 5.1.(b)).




Just
Right Auto Finance




Just
Right Auto Sales




Horton
Automotive







5.1.B.
            Business
      Locations of Borrower (SECTIONS 3.7, 5.1.(n)and
    6.2(h)).







1998 Iris
Drive SW


Conyers,
GA  30094





208 South
Broad St.


Monroe,
GA  30655





5465
Peachtree Industrial Blvd.


Chamblee,
GA 30341





2630
Memorial Dr.


Waycross,
GA  31503










5.1.C.
            Material
      Litigation (SECTION 5.1(w))




None.












5.1.D.
            INTELLECTUAL
      PROPERTY (SECTION 5.1(x))




None.







5.1.E.
            Borrower
      Information (SECTION 5.1.(y)).




Exact
      Name of Borrower
            State
      of Organization
            Federal
      Tax I.D. No.
            Chief
      Executive Office
            Prior
      Names
            Charter
      No.JRAS,
      LLC
            Georgia
            61-1529623
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            07008279JJG,
      LLC d/b/a Just Right Auto Sales
            Georgia
            20-3761853
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            0559900Southern
      Crescent Finance
            Georgia
            20-8391723
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            07008285JRAS
      of South Carolina, LLC
            Georgia
            39-2055272
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            07037109JRAS
      of Tennessee, LLC
            Georgia
            39-2055275
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            07037106JRAS
      of Florida, LLC
            Georgia
            39-2055274
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            07032780JRAS
      of Alabama, LLC
            Georgia
            39-2055271
            1998
      Iris Drive SW
              Conyers,
      GA 30094
            N/A
            07037107





6.1(h).  Approved
      States  (Section 6.1(h)).




Georgia
 Florida
 Alabama
 Tennessee
 South Carolina
 Ohio
 Texas





6.1(l).  Borrower’s
      Portfolio Requirements
(Section 6.1(l)).




Borrower
and each other Related Party shall, at all times prior to the Maturity Date,
maintain its portfolio of Receivables in full compliance with the following
requirements (all to be calculated, as of any date of determination, with
respect to all Receivables of such date):




1.
            The
      average outstanding principal balance of all Receivables shall not exceed
      Nine Thousand Five Hundred Dollars
($9,500);




2.
            The
      weighted average original term to maturity of all Receivables shall not
      exceed thirty six (36) months.




3.
            The
      weighed average interest rate on the Consumer Loan Documents underlying
      all of the Receivables is at least 22.00% per
  annum.




4.
            The
      aggregate principal balance of all Receivables current to not more than
      thirty (30) day delinquent shall not be less than eighty percent (80%) of
      the aggregate principal balance of all
  Receivables.




5.
            The
      weighted average down payment of all Receivables is not less than five
      percent (5%) of the total sales price, which shall include all taxes,
      commissions and fees associated
therewith.







6.2.A.
            Leverage
      Ratio Limit (SECTION 6.2.(j)).




The
“Leverage Ratio
Limit” shall be 3 to 1.00.







6.2.B.
            Minimum
      Tangible Net Worth
(SECTION 6.2.(k)).




The
“Minimum Tangible Net
Worth” shall be $3,000,000.







6.2.D.
            Debt
      Service Coverage Ratio Limit
  (SECTION 6.2(m)).




The
“Debt Service Coverage
Ratio Limit” shall not be less than 1.25 to 1.00.







6.2.E.
            Minimum
      Collateral Recovery Rate
(SECTION 6.2.(n)).




The
“Minimum Collateral
Recovery Rate” shall be sixty five percent (65.00%).







6.2.F.
            Minimum
      Collection Percentage
(SECTION 6.2(v)).




The
“Minimum Collection
Percentage” shall be four and one-half percent (4.50%).







9.1.
            Notices
      (SECTION 9.1).




Lender:
            CapitalSource
      Finance LLC




4445
      Willard Avenue, Twelfth Floor




Chevy
      Chase, Maryland  20815




Attention:  SFG—Portfolio
      Manager




Telephone:  (301)
      841-2700




Telecopy
      No.:  (301) 841-2370




With
      a courtesy copy to:




Greenberg
      Traurig, LLP




2200
      Ross Avenue, Suite 5200




Dallas,
      Texas 75201




Attention:  Heather
      Moulder




Telephone:  (214)
      665-3614




Telecopy
      No.:  (214) 665-5914




Borrower:
            JRAS,
      LLC


1998 Iris Drive SW


Conyers,
GA  30094


Attention:  Jim
      Schrull


Telephone:  (770)
      761-7215


Telecopy
      No.: (770) 761-1539





With
      a Copy to:


600 Westpark Drive


Peachtree
      City, GA 30269


Attn:
      Robert P. Manning





Guarantors:
            1998
      Iris Drive SW


Conyers,
GA  30094


Attention:  Jim
      Schrull


Telephone:  (770)
      761-7215


Telecopy
      No.: (770) 761-1539





With
      a Copy to:


600 Westpark Drive


Peachtree
      City, GA 30269


Attn:
      Robert P. Manning





Exhibit
A to Loan and Security
Agreement
 DAL
76351883v6


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




BORROWER:




BORROWER:
  JRAS, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              Managing
      Director   By:
                /s/Dennis H. JamesName:
                Dennis H.
      JamesTitle
                President
   GUARANTORS:
  By:
                /s/James SchrullName:
                James
      Schrull
  PERIMETER INVESTMENT SOLUTIONS, LLCBy:
              /s/Ajay K. JindiaName:
              Ajay K.
      JindiaTitle
              Secretary
   JJG, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager


Exhibit
A to Loan and Security
Agreement
 DAL
76351883v6










JRAS OF SOUTH CAROLINA, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager




JRAS OF TENNESSEE, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager




JRAS OF FLORIDA, LLCBy:
              /s/James SchrullName:
              James
      SchrullTitle
              PresidentBy:
              /s/Jerry L. RobinsonName:
              Jerry L.
      RobinsonTitle:
              Manager  Exhibit
A to Loan and Security
Agreement
 DAL
76351883v6




JRAS OF ALABAMA, LLCBy:
                /s/James SchrullName:
                James
      SchrullTitle
                PresidentBy:
                /s/Jerry L. RobinsonName:
                Jerry L.
      RobinsonTitle:
                Manager
  SOUTHERN CRESCENT FINANCE, LLCBy:
                /s/James SchrullName:
                James
      SchrullTitle
                PresidentBy:
                /s/Jerry L. RobinsonName:
                Jerry L.
      RobinsonTitle:
                Manager








Exhibit
A to Loan and Security
Agreement
 DAL
76351883v6




EXHIBIT
A




BORROWING BASE CERTIFICATE
FORM




TO BE
ATTACHED







Exhibit
A to Loan and Security
Agreement
 DAL
76351883v6


EXHIBIT
B




REQUEST FOR RELEASE OF
DOCUMENTS




To:
            U.S.
      Bank National Association




Re:
            Custodial
      Agreement dated as of November 19, 2007 by and among CapitalSource Finance
      LLC (“Lender”), JRAS, LLC and Wells Fargo Bank, National
      Association




In
connection with the administration of the Receivables held by you as Custodian
under the above-referenced Custodial Agreement, we request the release, of the
Consumer Loan Documents held by Custodian for the Receivables described below,
and further identified on the Addendum annexed hereto:




Account
      Debtor’s Name
            Date
      of Consumer Loan Documents
            Amount
      of Consumer Loan Documents
            Reason
      for Release




JRAS,
LLC



























By:






Name:           ____________________________________________






Title:           ____________________________________________






Date:           ____________________________________________













CONFIRMED
BY:













CAPITALSOURCE
FINANCE LLC




















By:






Name:






Title:






Date:




Exhibit
B to Loan and Security
Agreement
 DAL
76351883v6


EXHIBIT
C









UNDERWRITING
GUIDELINES




Commercial
Underwriting Guidelines


Exhibit
C to Loan and Security
Agreement
 DAL
76351883v6


EXHIBIT
D









FORM OF
CONSUMER LOAN DOCUMENTS







Exhibit
D to Loan and Security
Agreement
 DAL
76351883v6