EXHIBIT 4.8


FOURTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT


          This
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is
dated as of February 29, 2008, by and between WELLS FARGO FOOTHILL, LLC, a
Delaware limited liability company and assignee of Wells Fargo Foothill, Inc.,
a California corporation (“Lender”), and VELOCITY INVESTMENTS, L.L.C., a
New Jersey limited liability company (“Borrower”).


WITNESSETH:


          WHEREAS,
Borrower and Lender’s predecessor-in-interest entered into that certain Loan
and Security Agreement, dated as of January 27, 2005, as amended by that
certain First Amendment to Loan and Security Agreement, dated as of February
27, 2006, that certain Second Amendment to Loan and Security Agreement, dated
as of December 8, 2006, and that certain Third Amendment to Loan and Security
Agreement, dated as of February 23, 2007 (as amended, restated, supplemented or
otherwise modified through the date hereof, the “Loan Agreement”); 


          WHEREAS,
Borrower has requested that the Lender increase the Maximum Revolver Amount (as
defined in the Loan Agreement), extend the Maturity Date (as defined in the
Loan Agreement) and amend certain covenants set forth in the Loan Agreement, as
more fully set forth herein; and


          WHEREAS,
Lender is willing to increase the Maximum Revolver Amount (as defined in the
Loan Agreement), extend the Maturity Date (as defined in the Loan Agreement)
and amend certain covenants set forth in the Loan Agreement, subject to the
terms hereof;


          NOW
THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


          SECTION
1. Defined Terms. Unless otherwise defined herein, all capitalized terms
used herein have the meanings assigned to such terms in the Loan Agreement, as
amended hereby.


          SECTION
2. Amendments. Upon the Fourth Amendment Effective Date (as hereinafter
defined), the Loan Agreement shall be amended as follows:


          (a)
The following definitions in Section 1.1 of the Loan Agreement are
hereby deleted in their entirety and replaced with the following:


                    “‘Advance
Period’ means the period from the Closing Date to January 27, 2010.









                    “‘Change
of Control’ means that (a) the Executive Officers fail to own and control,
directly or indirectly, a majority or more, of the Stock of Parent having the
right to vote for the election of members of the Board of Directors of Parent,
(b) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of
the Exchange Act), other than the Executive Officers, becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 20%, or more, of the Stock of Parent having the right to vote
for the election of members of the Board of Directors of Parent, (c) a majority
of the members of the Board of Directors of Parent do not constitute Continuing
Directors, (d) Parent ceases to own and control 100% of the membership
interests in TLOP, or Parent, itself or through its wholly-owned Subsidiary,
TLOP, ceases to own and control 100% of the membership interests in Borrower,
provided, that TLOP may at any time, merge with or into Parent, or dissolve,
liquidate or transfer all its assets to Parent, so long as, in each case,
Parent is the surviving entity and owner of all assets formerly owned by TLOP,
or (e) Borrower ceases to own, directly or indirectly, and control 100% of the
outstanding Stock of each of its Subsidiaries in existence as of the Closing
Date. 


                    “‘Guarantor’
means each of Parent and TLOP, and ‘Guarantors’ means both of them.


                    “‘Guaranty’
means the continuing guaranty executed and delivered by Parent and TLOP in
favor of Lender whereby each of Parent and TLOP guarantees the prompt payment
and performance of the Obligations, in form and substance satisfactory to
Lender.


                    “‘Loan
Sub-Account Amortization Schedule’ means, for each Loan Sub-Account, the
maximum principal amount of the Advance for the associated Portfolio Pool that
may be outstanding on the last day of each three-month period following the
month in which such Advance was made, determined as follows:


	
  

 	
  

 	
  

 
	
 Number of three-month periods 

following the month in which the 

Advance is made

 	 	
 Allowable % of Initial 

Purchase Advance to be 

outstanding 

 
	


 	  	


 
	
 1

 	  	
 100%

 
	
 2

 	  	
 95%

 
	
 3

 	  	
 85%

 
	
 4

 	  	
 75%

 
	
 5

 	  	
 65%

 
	
 6

 	  	
 55%

 
	
 7

 	  	
 45%

 
	
 8

 	  	
 35%

 
	
 9

 	  	
 25%

 
	
 10

 	  	
 15%

 
	
 11

 	  	
 5%

 
	
 12

 	  	
 0%

 





2








                    “‘Maximum
Revolver Amount’ means $22,500,000.00.”


          (b)
The following definitions in Section 1.1 of the Loan Agreement are
hereby deleted in their entirety and not replaced: “Limited Guarantor” and
“Limited Guaranty Amount.”


          (c)
The following definitions are hereby added to Section 1.1 of the Loan
Agreement to be placed in a manner that maintains alphabetical order:


                    “‘Executive
Officer’ means each of John C. Kleinert, W. Peter Ragan, Sr., and W. Peter
Ragan, Jr.


                    “‘Net
Income’ means for any Person for any period, the net income of such Person
and its consolidated Subsidiaries for such period determined in accordance with
GAAP.”


          (d)
Section 3.5 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:


	
  

 	
  

 
	
  

 	
           “3.5 Term. This Agreement
 shall continue in full force and effect for a term ending on January 27, 2011
 (the “Maturity Date”). The foregoing notwithstanding, Lender shall
 have the right to terminate its obligations under this Agreement
 (i) immediately and without notice upon the occurrence and during the
 continuation of an Event of Default, and (ii) at any time, if the
 average Daily Balance of the Revolver Usage for any three-month period ending
 after nineteen months after the Closing Date is less than $7,000,000.00, upon
 providing not less than six months’ prior written notice of termination to
 the Borrower.”

 



          (e)
Section 6.4 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:


                    “6.4
[Intentionally Blank].”


          (f)
Clauses (c) and (d) of Section 7.17 of the Loan Agreement
are hereby deleted in their entirety and replaced with the following:


	
  

 	
  

 
	
  

 	
           “(c)
 at all times, the sum of Borrower’s Subordinated Debt plus Borrower’s
 member’s equity at not less than $14,000,000.00.

 





3









	
  

 	
  

 
	
  

 	
           “(d)
 at all times, the sum of Parent’s stockholder’s equity plus Subordinated Debt
 at not less than $25,000,000.00.”

 



          (g)
The following clauses (e) and (f) are hereby added to Section
7.17 of the Loan Agreement after clause (d) of Section 7.17 of the
Loan Agreement:


	
  

 	
  

 
	
  

 	
           “(e)
 the Net Income of Borrower for each calendar quarter ending on or after March
 31, 2008, shall not be less than $375,000.

 
	
  

 	
  

 
	
  

 	
           “(f)
 the Net Income of Parent for each calendar quarter ending on or after March
 31, 2008, shall not be less than $200,000.”

 



          (h)
Sections 8.12 and 8.23 of the Loan Agreement are hereby deleted
in their entirety and replaced with the following:


	
  

 	
  

 
	
  

 	
           “8.12 If Parent is dissolved, or if
 the obligation of any Guarantor under the Guaranty is terminated by operation
 of law or by such Guarantor thereunder, unless, within 90 days thereafter,
 (a) the Guaranty of such Person is replaced by a Guaranty from a Person of
 comparable creditworthiness, or, in the case of TLOP, its obligations are
 assumed by Parent, or (b) a Lender’s Lien is perfected in additional
 Collateral with a loan value not less than the value of such Guaranty, as
 determined by Lender in its Permitted Discretion; 

 
	
  

 	
  

 
	
  

 	
           “8.13 If any Executive Officer shall
 become unable to perform, or cease to be an officer or manager of Borrower
 and shall not be replaced within 90 days by an individual with comparable
 education, experience and other qualifications;”

 



          (i)
Exhibit C-1 to the Loan Agreement is hereby deleted its entirety and
replaced with Exhibit C-1 attached hereto and incorporated herein.


          SECTION
3. Representations, Warranties and Covenants of the Borrower. The
Borrower represents and warrants to Lender and agrees that:


          (a)
the representations and warranties contained in the Loan Agreement (as amended
hereby) and the other outstanding Loan Documents are true and correct in all
material respects at and as of the date hereof as though made on and as of the
date hereof, except (i) to the extent specifically made with regard to a
particular date and (ii) for such changes as are a result of any act or
omission specifically permitted under the Loan Agreement (or under any Loan
Document), or as otherwise specifically permitted by the Lender;


          (b)
on the Fourth Amendment Effective Date, after giving effect to this Amendment,
no Default or Event of Default will have occurred and be continuing;




4







          (c)
the execution, delivery and performance of this Amendment have been duly
authorized by all necessary action on the part of, and duly executed and
delivered by the Borrower, and this Amendment is a legal, valid and binding
obligation of the Borrower enforceable against Borrower in accordance with its
terms, except as the enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors’ rights generally and general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity or
at law); and


          (d)
the execution, delivery and performance of this Amendment do not conflict with
or result in a breach by Borrower of any term of any material contract, loan
agreement, indenture or other agreement or instrument to which Borrower is a
party or is subject.


          SECTION
4. Conditions Precedent to Effectiveness of Amendment. This Amendment
shall become effective as of February 29, 2008 (the “Fourth Amendment
Effective Date”), upon satisfaction of each of the following conditions:


          (a)
The Borrower and Lender shall have executed and delivered to Lender this
Amendment, a second supplement to the Fee Letter in form and substance
acceptable to Lender and such other documents as Lender may reasonably request;


          (b)
Parent and TLOP shall reaffirm each Guaranty and Security and Pledge Agreement
to which it is a party; 


          (c)
Lender shall have received a certificate from the Secretary of Parent (i)
attesting to the resolutions of Parent’s Board of Directors authorizing
Borrower’s execution, delivery, and performance of this Amendment, (ii)
authorizing specific officers of Parent, on behalf of Borrower, to execute the
same, (iii) attesting to the incumbency and signatures of such specific
officers of Parent and (iv) accompanied by a current certificate of status for
each of Parent, TLOP and Borrower issued by its jurisdiction of organization;
and


          (d)
All legal matters incident to the transactions contemplated hereby shall be
reasonably satisfactory to counsel for the Lender.


          SECTION
5. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.


          SECTION
6. Costs and Expenses. The Borrower hereby affirms its obligation under
the Loan Agreement to reimburse Lender for all reasonable costs, internal
charges and out-of-pocket expenses paid or incurred by Lender in connection
with the preparation, negotiation, execution and delivery of this Amendment,
including but not limited to the attorneys’ fees and time charges of attorneys
for Lender with respect thereto.


          SECTION
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS
THEREOF.



5







          SECTION
8. Effect of Amendment; Reaffirmation of Loan Documents. The parties
hereto agree and acknowledge that (i) nothing contained in this Amendment in
any manner or respect limits or terminates any of the provisions of the Loan
Agreement or the other outstanding Loan Documents other than as expressly set
forth herein and (ii) the Loan Agreement (as amended hereby) and each of the
other outstanding Loan Documents remain and continue in full force and effect
and are hereby ratified and reaffirmed in all respects. Upon the effectiveness
of this Amendment, each reference in the Loan Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of similar import shall mean and be a
reference to the Loan Agreement as amended hereby.


          SECTION
9. Headings. Section headings in this Amendment are included herein for
convenience of any reference only and shall not constitute a part of this
Amendment for any other purposes.


          SECTION
10. Release. BORROWER HEREBY
ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM,
OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT
CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO
REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR
NATURE FROM LENDER, ITS AFFILIATES, PARTICIPANTS OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR ATTORNEYS. BORROWER HEREBY VOLUNTARILY
AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS AFFILIATES AND
PARTICIPANTS, AND THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN
OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW
OR HEREAFTER HAVE AGAINST LENDER AND ITS PREDECESSORS, OFFICERS, AGENTS,
DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF
WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING FROM THE LIABILITIES, THE EXERCISE OF
ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND
NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. BORROWER HEREBY COVENANTS AND
AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR
INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF
ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY
NATURE AGAINST LENDER, ITS AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE
SUCCESSORS, ATTORNEYS, OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, AND PERSONAL AND
LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO
LENDER’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING,
ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF
BORROWER TO LENDER, WHICH OBLIGATIONS WERE EVIDENCED BY THE LOAN AGREEMENT AND
OTHER LOAN DOCUMENTS.



6







          SECTION
11. Return of Limited Guaranties. Within five business days after the
effectiveness of this Fourth Amendment, Lender agrees to return to each of the
Executive Officers the original Limited Continuing Guaranty previously executed
by such Executive Officer, for the benefit of Lender, marked “Cancelled.”



7








          IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.


	
 

	
 

	
 


	
 

	
VELOCITY INVESTMENTS, L.L.C.,


	
 

	
a New Jersey
 limited liability company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
WELLS FARGO FOOTHILL, LLC, a Delaware


	
 

	
limited
 liability company, as Lender


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	














Reaffirmation of Guaranties and Pledge
Agreement


          Each
of Velocity Asset Management, Inc., a Delaware corporation (“Parent”),
and TLOP Acquisition Company, LLC, a New Jersey limited liability company (“TLOP”
and, together with Parent, the “Guarantors”) hereby (i) consents and
agrees to the terms and provisions of the foregoing Amendment and each of the
transactions contemplated thereby, and confirms and agrees that all references
in the Loan Documents to the “Loan Agreement” shall mean the Loan Agreement as
amended by the foregoing Amendment, (ii) agrees that the General
Continuing Guaranty, dated as of January 27, 2005, executed by such Guarantor
for the benefit of Lender (each, a “Guaranty”), remains in full force
and effect and continues to be the legal, valid and binding obligation of such
Guarantor enforceable against such Guarantor in accordance with its terms, and
acknowledges the increase in the obligations guaranteed, (iii) agrees that
the Security and Pledge Agreement, dated as of January 27, 2005, executed by such
Guarantor for the benefit of Lender (each, a “Pledge Agreement”),
remains in full force and effect and continues to be the legal, valid and
binding obligation of such Guarantor enforceable against such Guarantor in
accordance with its terms and acknowledges the increase in the obligations
secured.


          Furthermore,
each Guarantor hereby agrees and acknowledges that (a) the Guaranty
executed by such Guarantor is not subject to any claims, defenses or offsets,
(b) nothing contained in the Amendment shall adversely affect any right or
remedy of Lender under the Guaranty executed by such Guarantor or any agreement
executed by such Guarantor in connection therewith, (c) the execution and
delivery of the Amendment or any agreement entered into by Lender in connection
therewith shall in no way reduce, impair or discharge any obligations of such
Guarantor pursuant to the Guaranty executed by such Guarantor and shall not
constitute a waiver by Lender of any of Lender’s rights against such Guarantor
under the Guaranty executed by such Guarantor, (d) the Pledge Agreement
executed by such Guarantor is not subject to any claims, defenses or offsets,
(e) nothing contained in the Amendment shall adversely affect any right or
remedy of Lender under the Pledge Agreement executed by such Guarantor or any
agreement executed by such Guarantor in connection therewith, (f) the
execution and delivery of the Amendment or any agreement entered into by Lender
in connection therewith shall in no way reduce, impair or discharge any obligations
of such Guarantor pursuant to the Pledge Agreement executed by such Guarantor
and shall not constitute a waiver by Lender of any of Lender’s rights against
such Guarantor under the Pledge Agreement executed by such Guarantor, (g) the
consent of such Guarantor is not required to the effectiveness of the Amendment
and (h) no consent by such Guarantor is required for the effectiveness of
any future amendment, modification, forbearance or other action with respect to
the Loan Agreement or any present or future Loan Document (other than the
Guaranty or Pledge Agreement executed by such Guarantor).


	
 

	
 

	
 


	
 

	
VELOCITY
 ASSET MANAGEMENT, INC.


	
 

	
a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
Title:

	
 












	
 

	
 

	
 

	
 


	
 

	
TLOP
 ACQUISITION COMPANY, L.L.C.,


	
 

	
a New Jersey
 limited liability company


	
 

	
 

	
 

	
 


	
 

	
By:

	
Velocity
 Asset Management, Inc.


	
 

	
 

	
its sole
 member


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 






2







EXHIBIT C-1


Form of Compliance Certificate


[on letterhead of Velocity Investments,
L.L.C.]


	
 

	
 


	
To:

	
Wells Fargo
  Foothill, LLC 


	
 

	
14241 Dallas
  Parkway, Suite 1300 


	
 

	
Dallas,
  Texas  75254 


	
 

	
Attn: Loan
  Portfolio Manager—Velocity Investments 


	
 

	
 


	
 

	
Re:
  Compliance Certificate for the month/quarter ended ________________________.





Ladies and
Gentlemen: 


          Reference
is made to that certain Loan and Security Agreement, dated as of January 27,
2005, between Velocity Investments, L.L.C., a New Jersey limited liability
company (“Borrower”), and WELLS FARGO FOOTHILL, INC. (together with its
successors and permitted assigns, the “Lender”), as amended, restated,
renewed, replaced, supplemented or otherwise modified from time to time (the “Loan
Agreement”).  Capitalized terms used
in this Compliance Certificate have the meanings set forth in the Loan
Agreement unless specifically defined herein. 


          Pursuant
to Section 6.3 of the Loan Agreement, the undersigned officer of
Borrower hereby certifies that: 


          1.          
The financial statements of Borrower and Parent furnished in Schedule 1
attached hereto, have been prepared in accordance with GAAP (except for the
lack of footnotes and being subject to year-end audit adjustments, in the case
of financial statements other than those as of the fiscal year end of Borrower
and Parent) and fairly present in all material respects the financial condition
of Borrower and Parent, respectively. 


          2.
          The representations
and warranties of Borrower contained in the Loan Agreement and the other Loan
Documents are true and correct in all material respects on and as of the date
of this Certificate, as though made on and as of such date (except to the
extent that such representations and warranties (x) relate solely to an earlier
date or (y) relate to an action or omission permitted by Lender to the extent
of such permission). 


          3.
          Such officer has
reviewed the terms of the Loan Agreement and has made, or caused to be made
under his supervision, a review in reasonable detail of the transactions and
condition of Borrower and Parent during the accounting period covered by the
financial statements delivered pursuant to Section 6.3 of the Loan
Agreement. 


          4.
          Such review has not
disclosed the existence on and as of the date hereof, and the undersigned does
not have knowledge of the existence as of the date hereof, of any event or
condition that constitutes a Default or Event of Default, except for such
conditions or events listed on Schedule 2 attached hereto, specifying
the nature and period of existence thereof and what action Borrower has taken,
is taking, or proposes to take with respect thereto. 









          5.
          The representations
and warranties of Borrower set forth in the Loan Agreement and the other Loan
Documents are true and correct in all material respects on and as of the date
hereof (except to the extent they relate to a specified date), except as set
forth on Schedule 2 attached hereto. 


          6.
          Each of Borrower
and Parent is in compliance with the applicable covenants contained in Section
7.17 of the Loan Agreement, all as demonstrated on Schedule 3
hereof. 


          IN
WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned
this _____ day of ______________, ________. 


	
 

	
 

	
 


	
 

	
Velocity
  Investments, L.L.C.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	








2







SCHEDULE 1


Financial Statements


[Attached]


SCHEDULE 2


Defaults or Events of Default


[Attached]




3








SCHEDULE 3


FINANCIAL COVENANTS


For the month/quarter ended _______________
(the “Date”)


	
 

	
 


	
1.

	
Compliance with Debt to ERRV Ratio.








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	



	
PORTFOLIO

 POOL NO.

	
 

	
LOAN SUB-

 ACCOUNT

 BALANCE1

	
 

	
ERRV2

	
 

	
RATIO OF LOAN

 SUB-ACCOUNT

 BALANCE TO

 ERRV3

	
 

	
IS RATIO IN

 COMPLIANCE?4


	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	


	


	


	


	


	


	


	


	



	
TOTAL

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	









	
 

	
 

	
 


	




	
 

	
1

	
Outstanding balance of the
 Loan Sub-Account for the corresponding Portfolio Pool 


	
 

	
 

	
 


	
 

	
2

	
ERRV for the corresponding
 Portfolio Pool 


	
 

	
 

	
 


	
 

	
3

	
Number in second column
 divided by number in third column 


	
 

	
 

	
 


	
 

	
4

	
Is the value in the fourth
 column less than or equal to .30? 







4







	
 

	
 


	
2.

	
Minimum Net Worth and Subordinated Debt of Borrower.





          (a)
The Minimum Net Worth and Subordinated Debt of Borrower, as of the Date, is
calculated as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
Borrower’s
 member’s equity on the Date is:

	
$

	
____________


	
 

	
 

	
 

	
 

	
 


	
 

	
(ii)

	
Borrower’s
 Subordinated Debt on the Date is:

	
$

	
____________


	
 

	
 

	
 

	
 

	
 


	
 

	
(iii)

	
The sum of
 Item (a)(i) and Item (a)(ii) is:

	
$

	
____________





          (b)
The Net Worth and Subordinated Debt of Borrower required under Section 7.17(c) of the Loan Agreement, as amended, is to be at least $14,000,000.  


          (c)
The amount in Item (a)(iii) [is/is not] greater than or equal to the amount in
Item (b).  


	
 

	
 


	
3.

	
Minimum Net Worth and Subordinated Debt of Parent.





          (a)
The Minimum Net Worth and Subordinated Debt of Parent, as of the Date, is
calculated as follows: 


	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
Parent’s
 stockholders’ equity on the Date is:

	
$

	
____________


	
 

	
 

	
 

	
 

	
 


	
 

	
(ii)

	
Parent’s
 Subordinated Debt on the Date is:

	
$

	
____________


	
 

	
 

	
 

	
 

	
 


	
 

	
(iii)

	
The sum of
 Item (a)(i) and Item (a)(ii) is:

	
$

	
____________





          (b)
The Net Worth and Subordinated Debt of Parent required under Section 7.17(d) of
the Loan Agreement, as amended, is to be at least 25,000,000.  


          (c)
The amount in Item (a)(iii) [is/is not] greater than or equal to the amount in
Item (b).  


	
 

	
 


	
4.

	
Minimum Net Income of Borrower.








	
 

	
 

	
 

	
 

	
 


	
 

	
(a) The Net
 Income of the Borrower for the three-month period ended on the Date is

	
$

	
____________





          (b) The Net Income of Borrower set forth above [is/is not] greater than or equal to
$375,000.00 (the amount set forth in Section 7.17(e) of the Loan Agreement).  




5







	
 

	
 


	
5. 

	
Minimum Net Income of Parent.








	
 

	
 

	
 

	
 

	
 


	
 

	
(a) The Net
 Income of the Parent for the three-month period ended on the Date is

	
$

	
____________





          (b) The Net Income of Parent set forth above [is/is not] greater than or equal to
$200,000.00 (the amount set forth in Section 7.17(f) of the Loan Agreement).  






6