Exhibit 10.18


 




 





 


INSTANT CASH LOANS LIMITED


 


as Seller,


 


-and-


 


ARCHBROOK
HOLDINGS INTERNATIONAL LLC,


 


as Purchaser.


 


-and-


 


DOLLAR
FINANCIAL GROUP, INC.


 


as Master Servicer.


 












 


PARTICIPATION
AND SERVICING AGREEMENT


 


dated as of November 15th, 2002


 














 





 

















 


EXHIBITS


 


 


Exhibit A – Form of
Floating Charge


 


Exhibit B – Form of Power
of Attorney


 


Exhibit C – Form of
Assignment


 


Exhibit D –
Schedule of Accounts


 


 

















 


Table of Contents


 


	
  ARTICLE I  DEFINITIONS

  	
   

  
	
   

  	
  Section 1.01  Definitions

  	
   

  
	
   

  	
  Section 1.02  Usage of Terms

  	
   

  
	
   

  	
  Section 1.03  Section References

  	
   

  
	
  ARTICLE II  SALE OF INTERESTS IN AND SERVICE OF
  CONTRACTS

  	
   

  
	
   

  	
  Section 2.01  Purchase and Sale of
  Participation Interest in Contracts.

  	
   

  
	
   

  	
  Section 2.02  Sale of Interest in
  Contracts.

  	
   

  
	
   

  	
  Section 2.03  Payment of Commitment Amount

  	
   

  
	
   

  	
  Section 2.04  Payment of Targeted Return

  	
   

  
	
   

  	
  Section 2.05  Return of Purchaser’s
  Investment

  	
   

  
	
   

  	
  Section 2.06  Trust Funds

  	
   

  
	
   

  	
  Section 2.07  Conditions to Sale of
  Participation Interest in Contracts

  	
   

  
	
   

  	
  Section 2.08  Protection of Purchaser’s
  Interest in Contracts

  	
   

  
	
   

  	
  Section 2.09  Custody of Documents.

  	
   

  
	
   

  	
  Section 2.10  Servicing of Contracts.

  	
   

  
	
  ARTICLE III  CREDIT REVIEW AND PRICING OF CONTRACTS

  	
   

  
	
   

  	
  Section 3.01  Credit Review

  	
   

  
	
   

  	
  Section 3.02  Pricing of Contracts; APR

  	
   

  
	
   

  	
  Section 3.03  Dollar’s Charge-off Policy

  	
   

  
	
  ARTICLE IV  REPRESENTATIONS AND WARRANTIES;
  INDEMNITIES

  	
   

  
	
   

  	
  Section 4.01  Representations and
  Warranties of Seller

  	
   

  
	
   

  	
  Section 4.02  Representations and
  Warranties of Seller as to the Contracts

  	
   

  
	
   

  	
  Section 4.03  Representations and
  Warranties of Dollar and Master Servicer

  	
   

  
	
   

  	
  Section 4.04  Repurchase Obligation.

  	
   

  
	
   

  	
  Section 4.05  Representations and
  Warranties of Purchaser

  	
   

  
	
   

  	
  Section 4.06  Indemnity by Seller, Dollar
  and Purchaser.

  	
   

  
	
   

  	
  Section 4.07  Loss Sharing; Special
  Indemnity by Seller.

  	
   

  
	
  ARTICLE V  EVENTS OF DEFAULT

  	
   

  
	
   

  	
  Section 5.01  Events of Default by Seller,
  Dollar or Master Servicer

  	
   

  
	
   

  	
  Section 5.02  Events of Default by
  Purchaser

  	
   

  
	
   

  	
  Section 5.03  Rights Upon Default.

  	
   

  
	
   

  	
  Section 5.04  Waiver of Defaults

  	
   

  
	
  ARTICLE VI  CERTAIN COVENANTS

  	
   

  
	
   

  	
  Section 6.01  Cooperation

  	
   

  
	
   

  	
  Section 6.02  Purchaser’s Access to
  Seller’s, Dollar’s and Master Servicer’s Records

  	
   

  
	
   

  	
  Section 6.03  Annual Statement as to
  Compliance.

  	
   

  
	
   

  	
  Section 6.04  Provision of Information

  	
   

  
	
   

  	
  Section 6.05  Compliance with Law and
  Regulation

  	
   

  
	
   

  	
  Section 6.06  Subsequent Agreements and
  Actions.

  	
   

  
	
   

  	
  Section 6.07  Exclusivity

  	
   

  
	
  ARTICLE VII  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
  Section 7.01  Amendment

  	
   

  
	
   

  	
  Section 7.02  Assignment of Agreement

  	
   

  



 


i

















 


	
   

  	
  Section 7.03  Term

  	
   

  
	
   

  	
  Section 7.04  Representatives and
  Warranties to Survive

  	
   

  
	
   

  	
  Section 7.05  Dollar as Surety

  	
   

  
	
   

  	
  Section 7.06  Governing Law

  	
   

  
	
   

  	
  Section 7.07  Notices

  	
   

  
	
   

  	
  Section 7.08  Severability of Provisions

  	
   

  
	
   

  	
  Section 7.09  No Partnership

  	
   

  
	
   

  	
  Section 7.10  Successor and Assigns

  	
   

  
	
   

  	
  Section 7.11  Brokers

  	
   

  
	
   

  	
  Section 7.12  Waiver of Trial by Jury

  	
   

  
	
   

  	
  Section 7.13  Counterparts

  	
   

  



(  1)Instant Cash Loans Limited (registered in
England with number 2685515) whose registered office is at 42


(  2)Archbrook Holdings International LLC, a
Pennsylvania limited liability company
(Archbrook).          1


 


ii

















 


PARTICIPATION AND SERVICING AGREEMENT


 


THIS
PARTICIPATION AND SERVICING AGREEMENT, made and entered into
as of the 15th day of November, 2002, by and between INSTANT CASH LOANS LIMITED, a
wholly owned subsidiary of Dollar Financial Group, Inc. organized and existing
in the United Kingdom, as seller (“Seller”), ARCHBROOK HOLDINGS INTERNATIONAL LLC,
a Pennsylvania limited liability company, as purchaser (“Purchaser”),
and DOLLAR
FINANCIAL GROUP, INC., a New York corporation (“Dollar”, and
in its capacity as master servicer, “Master Servicer”).


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, Seller originates short-term consumer loan
contracts in the United Kingdom; and


 


WHEREAS, Participation Interests in contracts
satisfying the requirements of this Agreement are to be sold to Purchaser by
Seller pursuant to the terms and conditions hereof; and


 


WHEREAS, Dollar and Purchaser have agreed that Dollar
will act as surety for the obligations of the Seller hereunder; and


 


WHEREAS, Purchaser desires, and Master Servicer has
agreed, pursuant to the terms of this Agreement, to cause all of the Contracts
in which Purchaser acquires an interest from Seller pursuant to this Agreement
to be serviced by Master Servicer. The parties agree that the Master Servicer
may delegate certain of its servicing obligations in the United Kingdom to a
subservicer, which shall initially be the Seller and Master Servicer has agreed
to cause such subservicer to discharge certain servicing obligations described
herein.  Seller has agreed to act as the
initial subservicer and to discharge such obligations; and


 


NOW, THEREFORE, in consideration of the preambles and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto do hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01  Definitions.  Whenever used herein, the following words
and phrases shall have the following meanings:


 


(a)                                  “Account”
means any of the bank accounts of Seller as described in Section 2.01(e)
hereof.


 


(b)                                 “Agreement”
means this Participation and Servicing Agreement and all amendments hereof and
supplements hereto.


 


(c)                                  “Amount
Financed” means, with respect to a Contract, the amount (expressed in U.S.
Dollars at the exchange rate in effect between the currency of the United
Kingdom and the currency of the United States of America on the date of
origination of such


 


1

















 


Contract) advanced under
such Contract to an Obligor, without inclusion of any origination fees or fees
for extending such Contract beyond its initial Due Date.


 


(d)                                 “Ancillary
Income” means finance charges, late payment charges and other similar
charges payable by any Obligors pursuant to the Contracts.


 


(e)                                  “APR”
of a Contract means, as of any time, the contractual annualized rate of finance
charges being borne by such Contract, measured against the Amount Financed.


 


(f)                                    “Assignment”
shall mean the assignment substantially in the form of Exhibit C hereto.


 


(g)                                 Business
Day” means any day other than (a) a Saturday or Sunday, or (b) a
day on which banking institutions in the City of Philadelphia in the United
States of America are authorized or obligated by law or executive order to be
closed.


 


(h)                                 “Change
in Control” shall mean, with respect to any entity, (i) the occurrence of a
sale of all or substantially all of the assets of the subject entity, (ii) a
plan of liquidation or dissolution, other than pursuant to a bankruptcy or
insolvency, is adopted, (iii) the acquisition by any person of twenty-five
percent (25%) or more of the shares of the subject entity, whether directly or
indirectly or acting through one or more other persons, including the power to
vote twenty-five percent (25%) or more of any class of voting securities of
such entity, (iv) any person, whether directly or indirectly or acting through
one or more other persons, obtains control in any manner over the election of a
majority of the directors of such entity, or (v) if the Purchaser determines
that any person, whether directly or indirectly or acting through one or more
other persons, possesses or exercises a controlling influence over the
management or policies of such entity, which person does not possess or
exercise such a controlling influence with regard to the ownership and/or
management of the subject entity at the time this Agreement was executed.


 


(i)                                     “Charge”
means a document filed with the registrar of Companies for England and Wales
which provides notice of the lien and security interest of a creditor in
collateral of a debtor, and which establishes such creditor’s priority in the
collateral described therein among other creditors of the debtor.


 


(j)                                     “Closing
Date”  means November 15, 2002.


 


(k)                                  “Commitment
Amount” means the aggregate amount of money (which, except as otherwise
specified herein, shall be expressed in U.S. currency), which Purchaser agrees
to make available to Seller for investment in Purchaser’s Participation
Interest in Contracts, and which shall be equal to the Initial Commitment
Amount as adjusted for any subsequent increases or decreases to such amount in
accordance with Section 2.01(c), 2.01(f) and 2.07.


 


(l)                                     “Commitment
Fee” means an amount equal to two and one-half percent of the Commitment
Amount, which Dollar shall pay to Purchaser in the currency of the United
States in accordance with Section 2.01(d).


 


2

















 


(m)                               “Computer
Disk” means the electronic record generated by Seller or on behalf of
Seller which provides information relating to the Contracts in which an
interest is sold to Purchaser, and includes the Contract Schedule and the
payment history files related to each Contract.


 


(n)                                 “Contract”
means a short-term unsecured consumer loan which is evidenced by a Note
originated by or on behalf of Seller in the United Kingdom, which is funded by
Seller pursuant to the Program, and in which Purchaser purchases an interest pursuant
to this Agreement, together with the related Contract File, the related
Servicing File, and the right to receive payments thereunder, and all proceeds
of any of the foregoing, and which is, in each case, listed on the Contract
Schedule which is incorporated herein by reference.


 


(o)                                 “Contract
File” means, as to each Contract, (a) the executed original of the
Note and any other document evidencing the legal obligation of the Obligor
under applicable law, (b) the original credit application, fully executed
by each related Obligor on Seller’s customary form, or on a form approved by
Purchaser for such application, (c) any and all other documents that are
required by law in each applicable jurisdiction and (d) any and all other
documents that Seller shall keep on file in accordance with its customary procedures,
relating to such Contract or the related Obligor.  All or any part of a Contract File may be maintained in
electronic form or in the form of microfiche provided such form is permissible
under the laws of the United Kingdom and the United States of America, and the
enforceability of the related Contract and the interest of the Purchaser in the
related Contract would not be adversely affected thereby.


 


(p)                                 “Contract
Schedule” means a schedule, as the same may be amended from time to time,
identifying each Contract in which an interest is sold to Purchaser pursuant to
this Agreement, which Dollar shall provide to or make accessible by Purchaser
on a daily basis in hard copy or electronic form and in which Dollar shall set
forth with respect to each Contract on a real-time basis (a) the contract
number, (b) the name(s) of each related Obligor, (c) the mailing address of
each such Obligor, (d) the Amount Financed , (e) the amount of the
payment due from such Obligor(s), (f) the APR (and the basis by which such
APR is calculated), (g) the Origination Date, (h) the Due Date,
(i) the term, in weeks or days, as applicable, and (j) the Origination
Fee.


 


(q)                                 “Credit
Scoring System” means the credit scoring system or credit evaluation
methods developed for the Payday Loan Flow Program by Seller and utilized by
Seller to review credit applications for Contracts (which system objectively
compares the data presented in each such credit application to the Guidelines)
to aid in the determination of whether or not a Contract satisfies the
Guidelines and is acceptable for sale of an interest to Purchaser pursuant to
this Agreement.


 


(r)                                    “Default”
means a Seller Default, a Dollar Default, a Master Servicer Default or a
Purchaser Default.


 


(s)                                  “Dollar”
means Dollar Financial Group, Inc., a New York corporation, and its successors
and permitted assigns.


 


(t)                                    “Dollar
Default” shall mean a default by Dollar described in Section 5.01.


 


3

















 


(u)                                 “Due
Date” means, with respect to a Contract, the date on which payment is due
on such Contract, exclusive of any related grace period.


 


(v)                                 “Due
Period” shall mean, with respect to each Remittance Date, the calendar
month immediately preceding such Remittance Date.


 


(w)                               “Floating
Charge” shall mean the document granting a floating charge to Purchaser
substantially in the form attached hereto as Exhibit A which shall be executed
on the Closing Date in accordance herewith.


 


(x)                                   “Guidelines”
means Seller’s credit and origination policies existing on the date hereof
applicable to Contracts originated by or on behalf of Seller a copy of which
shall be provided to Purchaser, as modified from time to time in the manner and
to the extent permitted by this Agreement.


 


(y)                                 “Initial
Commitment Amount” means $8,000,000.00 in the currency of the United
States.


 


(z)                                   “Investment
Difference” shall mean, with respect to any date of determination, the
amount by which the Commitment Amount on such date (in the currency of the
United Kingdom) exceeds the aggregate Amount Financed of Contracts outstanding
on such date, as described in Section 2.01(f) hereof.


 


(aa)                            “Lien”
means, with respect to each Contract, any security interest, lien, charge,
pledge, equity or encumbrance of any kind.


 


(bb)                          “Loss”
shall mean, with respect to any Due Period, and any Contract, the principal
portion of the Amount Financed relating to such Contract which is not paid on
its respective Due Date which falls within such Due Period, and which is not
subsequently collected by Master Servicer or its agent from the related Obligor
(collectively, “Losses”). The amount of any Loss shall be expressed in the
currency of the United Kingdom on the date such loss is incurred.


 


(cc)                            “Loss
Rate” shall mean, with respect to any Due Period, the fraction (expressed
as a percentage) with respect to which the numerator shall equal the Losses for
such Due Period minus any recoveries of principal with respect to Losses
incurred the current or any prior Due Period, and for which the denominator
shall be the weighted average of the aggregate Amount Financed of all Contracts
outstanding on each day during such Due Period, in each case as expressed in
the currency of the United Kingdom.


 


(dd)                          “Master
Servicer” shall mean Dollar, its successors and permitted assigns.


 


(ee)                            “Master
Servicer Default” shall mean a default by the Master Servicer as described
in Section 5.01.


 


(ff)                                “Non-Defaulting
Party” shall have the meaning specified in Section 5.03


 


4

















 


(gg)                          “Note”
means any unsecured consumer loan contract related to any Contract together
with any extensions thereof and any addendums, amendments, supplements or
modifications thereto.


 


(hh)                          “Obligor”
on a Contract means the Person who executes such a Contract or any other Person
who owes or may be liable for payments under such a Contract.


 


(ii)                                  “Officer’s
Certificate” shall mean a certificate signed by the Chairman or
Vice-Chairman of the Board, the President, any Executive or Senior Vice
President, any Vice President or Assistant Vice President, the Treasurer, the
Secretary or any Assistant Treasurer or Assistant Secretary of the party
issuing such certification.


 


(jj)                                  “Origination
Date” means, with respect to any Contract, the date on which such Contract
was executed by the related Obligor and upon and after which date certain
rights in respect of such Contract shall be deemed to have been conveyed to
Purchaser pursuant to this Agreement.


 


(kk)                            “Origination
Fee” means, with respect to any Contract, the fee or fees received by
Seller or Dollar from the Obligor as compensation for origination or extension
of the Contract.


 


(ll)                                  “Participant”
means any Person, other than the Seller, who owns a participation interest in
any Contract.


 


(mm)                      “Participated
Assets” shall have the meaning specified in Section 2.02(a).


 


(nn)                          “Participation
Interest” means, on any date of determination,  the undivided equitable interest of the Purchaser (expressed as a
percentage) in the contracts originated by Seller pursuant to the Program equal
to (i) the Commitment Amount (expressed in the currency of the United Kingdom)
divided by (ii) the aggregate Amount Financed of all contracts originated by
Seller pursuant to the Program, multiplied by (iii) 100.


 


(oo)                          “Pass-Through
Rate”  means two and seven-tenths
percent (2.7%) per month.


 


(pp)                          “Payday
Loan Flow Program” or “Program” means the activities of Seller of
originating and collecting upon individual consumer payday loan contracts
similar to the Contracts as contemplated hereby.


 


(qq)                          “Person”
means any legal person (under the laws of the applicable jurisdiction),
including any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


(rr)                                “Power
of Attorney” shall mean a power of attorney granted by Seller to Purchaser
substantially in the form of Exhibit B hereto.


 


(ss)                            “Purchaser”
means Archbrook Holdings International LLC and its successors and permitted assigns.


 


5

















 


(tt)                                “Purchaser
Default” shall have the meaning specified in Section 5.02.


 


(uu)                          “Remittance
Date” Shall mean the 5th day of each calendar month during the term of this
Agreement, or any extension thereof, or, if such 5th day is not a Business Day,
the next succeeding Business Day.


 


(vv)                          “Repurchase
Price” means, with respect to any Contract to be repurchased by Seller
pursuant to Section 4.04 or Dollar pursuant to Section 7.05, an amount
equal to Purchaser’s pro rata share, in the currency of the United States,
(based upon the Purchaser’s Participation Interest on the date of repurchase)
of the unpaid balance of the Amount Financed for such Contract plus accrued but
unpaid interest on such Contract at the Pass-Through Rate to and including the
date of repurchase.


 


(ww)                      “Seller”
means Instant Cash Loans Limited, its successors and permitted assigns.


 


(xx)                              “Seller
Default” shall have the meaning specified in Section 5.01.


 


(yy)                          “Servicing
File” means, with respect to a Contract, all documents, records and other
items maintained by Master Servicer (in accordance with applicable law and
those customary procedures which Master Servicer would employ in servicing
contracts similar to the Contracts on its own behalf) relating to such Contract
or the related Obligor and not included in the related Contract File, including
credit reports and verifications, payment records, correspondence and all
historical computerized data files.  All
or any part of a Servicing File may be maintained in electronic form or in the
form of microfiche  provided such form
is permissible under the laws of the United Kingdom and the United States of
America, and the enforceability of the related Contract and the interest of the
Purchaser in the related Contract would not be adversely affected thereby.


 


(zz)                              “Subservicer”
shall mean an entity acceptable to Purchaser which shall perform certain of
Master Servicer’s servicing obligations pursuant to this Agreement.  The initial Subservicer shall be the Seller.


 


(aaa)                      “Targeted
Return” has the meaning ascribed to it in Section 2.04.


 


(bbb)                   “UCC”
means the Uniform Commercial Code, as in effect in the relevant jurisdiction of
the United States of America.


 


Section 1.02  Usage of Terms.  With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to “writing”
including printing, typing, lithography and other means of reproducing words in
a visible form, including electronic facsimiles and photocopies; references to
agreements and other contractual instruments include all subsequent amendments
thereto or changes therein entered into in accordance with their respective
terms and not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term “including” means “including
without limitation.”


 


Section 1.03  Section References.  All Section references shall be to Sections
in this Agreement.


 


6

















 


ARTICLE II

SALE OF INTERESTS IN AND SERVICE OF CONTRACTS


 


Section 2.01  Purchase and Sale of Participation
Interest in Contracts.


 


(a)                                  Subject
to the terms and conditions of this Agreement, Seller hereby agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, during the term of
this Agreement, a Participation Interest in those certain contracts hereafter
originated by or on behalf of Seller from time to time pursuant to the Program
and which shall be set forth on a Contract Schedule and satisfy the
Guidelines.


 


(b)                                 Subject
to Section 3.01, Seller shall fund the origination of the Contracts.


 


(c)                                  Upon
the satisfaction of each of the conditions set forth in Section 2.07, the Purchaser
shall make available to Seller an amount equal to the Initial Commitment Amount
for investment in Purchaser’s Participation Interest in the Contracts.  The Commitment Amount may thereafter be
decreased by Purchaser in its sole discretion, as follows:  (i) the Commitment Amount may be
decreased at any time on not less than one Business Day’s notice from Purchaser
to Seller, provided that the Commitment Amount shall not be reduced to less
than four million dollars ($4,000,000.00) other than with respect to clause
(ii) of this Section 2.01(c); (ii) the Commitment Amount may be
decreased without limitation at any time on not less than sixty (60) days
notice to Seller, or to Dollar (in accordance with clause (c) of the second
full paragraph of Section 7.05) from Purchaser, provided that upon the
occurrence of a Default (other than a Purchaser Default) under this Agreement,
the Commitment Amount may, at the sole option of Purchaser, be declared
immediately due and payable to Purchaser. The Commitment Amount may be
increased on not less than one Business Day’s notice from Purchaser to Seller
(which notice may be made by facsimile transmission), but only with Seller’s consent,
which consent Seller may withhold in its sole discretion, provided however, if
Seller fails to notify Purchaser within such one Business Day of Seller’s
consent or lack of consent, Seller shall be deemed to have consented to such
increase.


 


(d)                                 On
the Closing Date, Dollar shall pay Purchaser an amount equal to the Commitment
Fee on the Initial Commitment Amount (the “Initial Commitment Fee”) by wire
transfer of immediately available funds to such account as Purchaser shall
direct.  Dollar shall thereafter pay to
Purchaser an amount equal to the Commitment Fee, up to a maximum amount aggregate
Commitment Fee of $250,000, on the amount of each increase to the Commitment
Amount (up to an aggregate Commitment Amount of ten-million dollars
($10,000,000.00)) as described in the last sentence of Section 2.01(c)  within one Business Day of Seller’s consent
to each such increase; provided however, up to sixty percent (60%) of the
Initial Commitment Fee paid by Dollar shall be refundable to Dollar on a
pro-rata basis.  The pro-rata portion
refundable to Dollar shall be determined as of November 15, 2004, and
shall be equal to, (i) the Initial Commitment Amount, minus (ii) the average of
the actual monthly Commitment Amounts in effect for each month from November,
2002, through October 2004, multiplied by (iii) .015, (the “Commitment Fee
Reimbursement Amount”). With respect to any month from November 2002
through October 2004 in which the actual Commitment Amount changes during
such month, the actual Commitment Amount shall be determined for such month on
a weighted average basis using the actual number of days each applicable
Commitment Amount balance was in effect during such month.  Notwithstanding anything to the contrary
herein, Dollar shall not be entitled


 


7

















 


to reimbursement of the
Commitment Fee to the extent that the Commitment Amount is reduced at any time
due to (i) any default of Seller or Dollar under this Agreement (including but
not limited to a Change of Control of either entity), (ii) a decline in the
origination of contracts by the Seller under the Program or of the Amount
Financed of contracts originated by Seller under the Program such that
Commitment Amount is in excess of the Amount Financed of the contracts
outstanding and is returned to Purchaser pursuant to Section 2.01(f), or
(iii) if, subject to Section 6.06(d), Purchaser and Dollar agree that a
portion of the Commitment Amount shall be used to fund the origination of
contracts in the United States by Dollar or its subsidiaries; then, in each and
every case, the Commitment Amount shall not be deemed to be reduced by such
amounts for the purpose of calculating the Commitment Fee Reimbursement Amount.


 


(e)                                  Seller
shall, prior to the Closing Date, 
establish, hold and maintain an account or accounts at financial
institutions in the United Kingdom in the name of Seller, each of which accounts
(i) is listed on Exhibit D attached hereto (which may be amended from time
to time in accordance herewith) which shall in each case, identify the exact
title of the account, the name and address of the financial institution at
which such account is held, and the associated bank account number, (ii) is
rated not less than the rating equivalent of A1/P1 (as applicable to U.S.
financial institutions) for institutions in the United Kingdom, (iii) may
be interest-bearing, (iv) will contain, (or all of such accounts in the
aggregate will contain) all funds related to this Agreement, any Investment
Difference (as defined in Section 2.01(f)) and the Contracts originated by
Seller, (v) does not permit any Person other than Seller to withdraw funds, and
(vi) is hereby pledged to the Purchaser as security for the performance of
Dollar’s and Seller’s obligations pursuant to this Agreement (collectively, the
“Accounts”). The parties hereto agree that all funds in respect of the
Commitment Amount (to the extent not invested in the Amount Financed of
Contracts) and all proceeds from Contracts shall be deposited only in the
Accounts, and the parties hereto further agree that (A) Seller shall, within 5
business days of the establishment of any additional account, notify Purchaser
of the establishment of such account and provide Purchaser with an updated
Exhibit D containing the information with respect to such account, and (B) that
any such account shall meet the criteria set forth in clauses (i) through (v)
above and shall be pledged to Purchaser in accordance with clause (vi) above,
immediately upon its establishment, notwithstanding any delay or failure by
Seller to comply with clause (A) of this Section 2.01(e).


 


(f)                                    Seller
shall, on each Business Day, to the extent of the Commitment Amount, cause the
Commitment Amount to be fully applied to the purchase of the Purchaser’s
Participation Interest in the aggregate Amount Financed of contracts from time
to time originated by Seller under the Program, to the extent such Amount
Financed balances of contracts are outstanding.  If the aggregate Amount Financed balances of contracts originated
by Seller and outstanding on any given day is less than the Commitment Amount
on such day (the “Investment Difference”) as a result of market conditions or a
change in business operations by Seller, Seller shall have no obligation to
originate additional contracts on such date and shall not invest the Investment
Difference in any investment other than the Contracts then outstanding and not
charged off in accordance with the Charge-off Policy set forth in
Section 3.03 hereof.  Seller or its
agent shall, on the same day as any Investment Difference shall exist, deposit
the amount of such Investment Difference (less any portion of such Investment
Difference which was deposited by Seller prior to such day and which remains on
deposit in the Accounts in accordance herewith) by wire transfer of immediately
available funds to the Accounts or to such other account as Purchaser shall
direct.  Purchaser agrees that Seller
may withdraw funds from the


 


8

















 


Accounts representing the
principal of the Commitment Amount collected on the Amount Financed of the Contracts
and deposited by Seller in the Accounts from time to time (including any amount
representing the Investment Difference) solely for the purpose of reinvesting
such funds in the Amount Financed of new Contracts originated, unless and until
Purchaser shall inform Seller or Dollar otherwise, provided however, on each
Remittance Date, Seller or its agent shall remit to the Purchaser the amount
representing the Investment Difference held in the Accounts at the end of the
related Due Period to such account as Purchaser shall direct. In addition, on
the close of business on any date within a Due Period on which the Investment
Difference is in excess of $500,000.00 (or its equivalent in the currency of
the United Kingdom) Seller or its agent shall remit to the Purchaser the amount
representing such Investment Difference to such account as Purchaser shall
direct.


 


(g)                                 The
parties do hereby agree that, on any date of determination (1) the Seller shall
maintain in the Accounts an amount equal to the Investment Difference plus the
accrued and unpaid amount of the Targeted Return due to Purchaser, (2) Seller
shall not withdraw, except in accordance with the terms of this Agreement, and
shall not permit the withdrawal by any Person of, the funds referred to in clause
(g)(1) from the Accounts, and (3) Seller may withdraw any funds held in the
Accounts in excess of those funds identified in clause (g)(1).


 


(h)                                 As
the Contracts in which Purchaser has acquired a Participation Interest are
repaid by Obligors, all such payments, including principal, interest, payments
of finance charges, late fees, insufficient-funds charges, penalties or other
payments by Obligors in respect of interest shall be deposited into the
Accounts.  The principal portion of any
such payments used to repay the related Amounts Financed shall be reinvested in
the Participation Interest in the Contracts then outstanding in accordance with
Section 2.01(f), including new Contracts originated on and after the date
of this Agreement to the extent such Amount Financed balances of Contracts are
outstanding, otherwise such principal amounts shall be maintained in the
Accounts until reinvested or as otherwise remitted to the Purchaser in
accordance with Section 2.01(f) or otherwise in accordance herewith.  Dollar agrees to bear all risk of loss due
to fluctuations in currency exchange rates between the United States currency
and the currency of the United Kingdom.


 


Section 2.02  Sale of Interest in Contracts.


 


(a)                                  Subject
to the terms and conditions of this Agreement, on each day in which Purchaser
acquires a Participation Interest in any Contract(s) originated by Seller,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, without recourse (subject to Seller’s, Dollar’s and Master Servicer’s
obligations hereunder), an undivided equitable interest equal to the
Participation Interest in and to all of Seller’s equitable right, title and
interest in and to the following (collectively, the “Participated Assets”):


 


(i)  the Contracts and all monies due thereon or
paid thereunder or in respect thereof (including proceeds of the repurchase of
Contracts by Seller or Dollar pursuant to Section 4.04 and
Section 7.05) on or after the Origination Date relating to


 


9

















 


each such
Contract, including but not limited to those held in the Accounts or any other
account referred to herein;


 


(ii)  all documents and information contained in
the Contract Files and the Servicing Files; and


 


(iii)  all proceeds of the foregoing.


 


(b)                                 At
the reasonable request of Purchaser, Seller will at Seller’s expense,


 


(i)  take or cause to be taken any further action
necessary or appropriate to effect or perfect the sale and transfer made hereby
(including without limitation executing any necessary conveyance);


 


(ii)  execute, record and file, or cause to be
executed, recorded and filed, such documents and instruments as are necessary
or appropriate to give Purchaser an undivided equitable ownership interest
equal to the Participation Interest in and to each Contract or to give
Purchaser a first priority charge and perfected security interest in each of
the Contracts and in the proceeds thereof (including but not limited to
proceeds held in the Accounts), and to effect the sale and transfer from Seller
to Purchaser of the Purchaser’s Participation Interest in the Contracts as
created hereby in the United States and/or the United Kingdom, as applicable
(including without limitation executing any necessary conveyance); and


 


(iii)  if reasonably required to transfer and
perfect the sale and transfer of, or first-priority security interest in, the
Participation Interest made hereby to Purchaser, obtain from third parties all
documents, instruments, waivers and releases necessary, and take all other
action requested by Purchaser, to facilitate the sale and transfer made hereby
(including without limitation executing any necessary conveyance).


 


Section 2.03  Payment of Commitment Amount.  On the date upon which each of the
conditions set forth in Section 2.07 are met to the satisfaction of
Purchaser, Purchaser shall deposit, by wire transfer of available funds to such
account as Seller shall direct, an amount equal to the Initial Commitment
Amount. Thereafter, concurrently with each permitted increase in Commitment
Amount,  Purchaser shall deposit the
amount of such permitted increase to the Commitment Amount by wire transfer of
available funds to such account as Seller shall direct.


 


Section 2.04  Payment of Targeted Return.  In lieu of any amounts collected in respect
of interest on the Contracts and Ancillary Income which would be otherwise
payable to Purchaser in connection with Purchaser’s Participation Interest,
Seller or its agent shall pay to Purchaser with respect to each Due Period, and
Purchaser shall accept, whether or not collected from Obligors, simple interest
at the Pass Through Rate on the average daily balance of the Commitment Amount
during such Due Period (the “Targeted Return”).  Seller or its agent shall remit such Targeted Return to Purchaser
by wire transfer of immediately available funds to such account as Purchaser
shall direct on the related Remittance Date. 
The parties expressly acknowledge and agree that, subject to and in
consideration for the foregoing, Seller shall be entitled to retain all
interest on the Contracts and Ancillary Income collected in connection with the
Contracts during each Due Period, provided however, all such interest and
Ancillary Income


 


10

















 


with respect to such Due
Period shall be deposited and maintained in the Accounts, and retained therein,
except as permitted by this Agreement.


 


Section 2.05  Return of Purchaser’s Investment.  Within one Business Day, upon termination of
this Agreement, or upon the occurrence of any full or partial reduction in the
Commitment Amount Seller shall, forthwith pay to Purchaser, by wire transfer of
immediately available funds to an account specified by Purchaser, an amount
equal to the Commitment Amount or the appropriate decrement thereof.


 


Section 2.06  Trust Funds.  The parties hereby expressly agree that all
funds of or due to Purchaser, including but not limited to the Commitment
Amount, and all proceeds, products, investments and reinvestments thereof, in
the hands of Seller, Dollar or Master Servicer or any Subservicer shall
constitute trust funds for the benefit of Purchaser, and all such funds shall
be held and maintained at all times within the United Kingdom and shall not be
transferred to the United States except to such account as Purchaser may
direct.


 


Section 2.07  Conditions to Sale of Participation
Interest in Contracts. 
The obligations of Purchaser hereunder to fund the Commitment Amount and
to purchase the Participation Interest in Contracts are subject to the accuracy
of the representations and warranties of Seller, Dollar and Master Servicer
contained herein, to the performance by Seller, Dollar and Master Servicer of
their respective obligations hereunder, to the conveyance of the items listed
in Section 2.02(a) and to the delivery by Seller or Dollar of the following
items to Purchaser on or prior to Purchaser’s payment of the Initial Commitment
Amount:


 


(a)                                  Satisfactory
proof of the release of record of any filed charges against the Seller or
Dollar with respect to the Contracts;


 


(b)                                 Satisfactory
proof of the release of Seller and Dollar from any and all negative contractual
covenants relating to or affecting the obligations or rights of such parties
with respect to this Agreement, the Contracts and the pledge of a security
interest to Purchaser in the Contracts and the proceeds thereof;


 


(c)                                  Satisfactory
evidence of Seller’s licensure in accordance with the Consumer Credit Act and
registration of Seller in accordance with the Data Protection Act;


 


(d)                                 The
executed Floating Charge and Power of Attorney, each as  substantially in the form attached as an
exhibit hereto;


 


(e)                                  Such
other documents as may be reasonably requested by Purchaser, including without
limitation any documents needed to create a first-priority secured lien and
perfected security interest on the Contracts and the proceeds thereof,
including in the Accounts and all other bank accounts in which any such funds
reside, in favor of Purchaser under the laws of the United Kingdom or the
United States as applicable;


 


provided however, upon the occurrence of a Default by
any party other than Purchaser, Purchaser shall have no further obligation to
purchase a Participation Interest in any Contracts, and Seller shall refund the
full amount of the Commitment Amount upon Purchaser’s demand by wire transfer
of immediately available funds to such account as Purchaser shall direct. There


 


11

















 


shall be no cure period applicable to the failure to
refund the Commitment Amount to Purchaser upon termination of this Agreement.


 


Section 2.08  Protection of Purchaser’s Interest in
Contracts.  It is the
intention of the Seller, Dollar, and the Purchaser that their agreement
hereunder shall constitute a sale by Seller to Purchaser of an undivided
equitable interest equal to the Participation Interest in and to all of the
equitable right, title and interest of Seller in and to the Participated Assets
and does not constitute a financing.  If
the sale of the Participation Interest in the Contracts from Seller to the
Purchaser is characterized as a financing, it is the intention of the parties
to this Agreement that this Agreement shall constitute a security agreement
under applicable law, and that Seller shall be deemed to have granted, and each
does hereby grant, to Purchaser a first priority lien, charge, and security
interest in all of Seller’s respective right, title and interest in, to and
under the Participated Assets to secure payment of the obligations of Seller
herein.  Seller does additionally hereby
grant a first priority lien and security interest to Purchaser in the Accounts
and the proceeds thereof.


 


(a)                                  Filing
of Financing Statements.   In
connection with the foregoing grant to Purchaser of a first priority lien,
charge and security interest, Seller and Dollar agree that Purchaser shall, at
Purchaser’s expense file such charges and/or financing statements (the form of
which shall be approved by Purchaser), and Master Servicer shall thereafter file
such continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain, and protect the interest of
Purchaser as owner of the Participation Interest in the Participated Assets or
Purchaser’s first priority perfected lien and security interest in the Participated
Assets, in the Accounts, and the proceeds of any of the foregoing in the United
Kingdom. Master Servicer shall deliver (or cause to be delivered) to Purchaser
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.  In the event that Purchaser determines that the interest Seller
conveyed to Purchaser hereunder was other than an ownership interest or a
first-priority lien, charge and security interest in the Participated Assets
(i.e., if any Person is determined to have a claim or right that is superior to
that of Purchaser in and to the Participated Assets as collateral), Seller
hereby agrees to immediately purchase the Purchaser’s interest in the
Participated Assets at the Repurchase Price upon Purchaser’s demand.


 


(b)                                 Further
Assurances.  At the request of
Purchaser, Dollar and Seller shall, at such parties’ expense, perform such
other duties, furnish such reports, execute or file such other documents
(including but not limited to precautionary fixed charges, floating charges and
financing statements), obtain from third parties all documents, instruments,
waivers and releases necessary, and provide such other and further assurances
in connection with this Agreement as Purchaser from time to time may reasonably
request to transfer and perfect the sale and transfer made hereby to Purchaser
and any subsequent conveyance thereof.


 


(c)                                  Change
in Name, Identity or Corporate Structure. 
Seller and Dollar shall not change its name, identity, or corporate
structure in any manner that would, could, or might make any fixed or floating
Charge, financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading (within the meaning of
§ 9-506 of the UCC as adopted in the Commonwealth of Pennsylvania), unless
such party shall have given the Purchaser at least sixty (60) days’ prior
written notice thereof and such party shall have promptly


 


12

















 


filed appropriate
amendments to all previously filed charges, financing statements or
continuation statements.


 


(d)                                 Location
of Principal Executive Office. 
Seller and Dollar shall give the Purchaser at least sixty (60) days’
prior written notice of any relocation of its principal executive office if, as
a result of such relocation, the applicable provisions of the law of the
applicable jurisdiction would require the filing of any amendment of any
previously filed fixed or floating Charge, financing or continuation statement
or the filing or recordation of any new Charge or financing statement to
protect Purchaser’s interest in the Participated Assets, and shall promptly
file any such amendment or new Charge or financing statement. Master Servicer
shall maintain its principal executive office within the United States of
America.


 


(e)                                  Indication
of Ownership in Physical Files.  In
addition to the execution and filing of Charges and financing statements
evidencing the Purchaser’s ownership interest or first priority lien security
interest in and to the Participated Assets, Seller, Dollar or their respective
agents shall, within 20 days of the Closing Date and continuously thereafter,
conspicuously mark each Contract File, each Servicing File, the related Note
and any amendments, modifications or supplements thereto, as follows: “PURSUANT
TO A PARTICIPATION AND SERVICING AGREEMENT BETWEEN INSTANT CASH LOANS LIMITED,
ARCHBROOK HOLDINGS INTERNATIONAL LLC, AND DOLLAR FINANCIAL GROUP, INC. DATED AS
OF NOVEMBER 15, 2002, AN UNDIVIDED EQUITABLE INTEREST IN THIS LOAN AND THE
CONTENTS OF THIS FILE HAS BEEN SOLD AND ASSIGNED TO ARCHBROOK HOLDINGS
INTERNATIONAL, LLC, 100 FRONT STREET, SUITE 1410, WEST CONSHOHOCKEN,
PENNSYLVANIA 19428-2884.” to clearly indicate the Purchaser’s ownership and/or
Charge and/or security interest in such Contract.  Seller shall deliver an Officer’s Certificate to Purchaser within
twenty (20) days after the Closing Date, and monthly thereafter together with the
monthly reports for each Due Period as provided to Purchaser in accordance
herewith, certifying that this Section 2.08(e) has been complied with and
that Seller has not conveyed to any Person any interest in the Contracts.


 


(f)                                    Indication
of Ownership in Computer Records. 
The Seller or its agent shall, maintain its computer systems such that,
from and after the time of sale hereunder of a Participation Interest in each
of the Contracts to Purchaser (or as soon as practicable after such computer
system, or any successor computer system, has such system capability), Seller’s
master computer records (including any back-up archives) that refer to each
such Contract shall indicate clearly that an interest in such Contract is owned
by Purchaser.  Once Purchaser’s interest
is so indicated, such reference to the Purchaser’s interest in a Contract shall
be deleted from or modified on such computer records when, and only when, the
Contract shall have been paid in full, repurchased, or the Purchaser’s interest
therein is transferred by the Purchaser pursuant to Section 7.02.


 


(g)                                 Notice
to Prospective Transferees.  If at
any time Seller shall propose to sell, grant a security interest in, or
otherwise convey any interest in contracts to any prospective purchaser, lender
or other transferee, Seller shall give to such prospective purchaser, lender or
other transferee its Computer Disks, records, or printouts (including any
restored back-up archives) that, if they refer in any manner whatsoever to any
Contract, indicate clearly that an interest in such Contract has been sold to
and is owned by Purchaser. Seller shall not, and shall not attempt to, sell,
pledge, or grant a charge or security interest in the whole or any part of any


 


13

















 


Contract or other
Participated Asset, to any Person other than Purchaser without the prior
written consent of Purchaser.


 


Section 2.09  Custody of Documents.


 


(a)                                  Seller
shall hold in trust, the Contract Files and the Servicing Files as trustee for
the benefit of and as bailee of Purchaser and Seller, and Seller shall maintain
such accurate and complete accounts, records and computer systems pertaining to
the Contract Files indicating the Purchaser’s Participation Interest and the
Pass-through Rate with respect to the Contracts.  Dollar and Seller expressly agree to hold and maintain the
contents of all Contract Files and Servicing Files with respect to the
Contracts in the United Kingdom for the duration of this Agreement. Seller
shall act with reasonable care in performing its duties as trustee and
custodian.  Seller shall promptly report
to Purchaser any failure on its part to hold the Contract Files and the
Servicing Files and maintain is accounts, records and computer systems as
herein provided and shall promptly take appropriate action to remedy any such
failure.


 


(b)                                 Seller
shall maintain the Contract Files and the Servicing Files at the offices of
Dollar Financial UK Ltd. Castlebridge Office Village, Kirtley Drive, Castle
Marina, Nottingham, England, NG7 1LD, or at such other location as shall be
specified to Purchaser by written notice not later than ten (10) Business Days
prior to any change in location.  Seller
shall make available to the Purchaser or its duly authorized employees, officers,
agents, representatives, attorneys or auditors a list of locations of the
Contract Files and the Servicing Files and the related accounts, records and
computer systems maintained by Seller or its agents, as the case may be, during
such Person’s normal business hours upon reasonable advance notice.


 


Section 2.10  Servicing of Contracts.


 


(a)                                  From
and after the date of execution and delivery of this Agreement, Master Servicer
shall service all Contracts subject to this Agreement, on behalf of Purchaser with
respect to the Participation Interest, in accordance with (i) applicable law,
regulations, treaties and executive orders applicable to each of the parties
hereto, (ii) its customary and standard practices applicable to such Contracts;
and (iii) the same degree of care as it employs in the servicing of contracts
similar to the Contracts for its own account giving due consideration to
Purchaser’s reliance on Master Servicer.


 


Purchaser agrees that the Master Servicer shall be its
initial authorized agent for servicing the Contracts and collecting the amounts
due under the Contracts. The Master Servicer may delegate substantially all its
duties under this Agreement to a permitted Subservicer; provided, however that
no such delegation or subcontracting shall relieve the Master Servicer of its
responsibilities with respect to such duties and the Master Servicer shall
remain primarily responsible with respect thereto; provided further however,
Purchaser may pursue all legal remedies for any breach of such duties against
any such Subservicer, directly, at its sole option. To the extent that
Purchaser reasonably determines that Master Servicer, or any permitted
Subservicer (including Seller in its capacity as Subservicer hereunder), is, or
likely to be, unable or unwilling to perform the servicing obligations in
accordance with this Agreement and in conformance with the best interests of
Purchaser, applicable law and the terms hereof, Purchaser may, by written
notice to Master Servicer, require the transfer of the servicing of the
Contracts to a successor Master Servicer or to a successor Subservicer
acceptable to Purchaser.  Within thirty


 


14

















 


(30) days of the date of
the Purchaser’s notice of such requirement to transfer servicing,  the Master Servicer shall negotiate the sale
and transfer of such servicing rights to a successor servicer which shall be
selected by Master Servicer and approved by Purchaser, which approval may be
withheld for any reason or no reason. If the Master Servicer has not selected a
replacement within such thirty (30) days, Purchaser may select such
successor.  The Master Servicer shall be
entitled to the related purchase price of such servicing rights, if any. The
Master Servicer shall cooperate with the Purchaser and the successor servicer
in effecting the termination of the responsibilities and rights of the Master
Servicer or any Subservicer under this Agreement, including the transfer to the
Purchaser or its designee for administration of all cash amounts that shall at
the time be held by the Master Servicer, or its agent, for deposit or shall
thereafter be received with respect to a Contract and the delivery of the
Contract Files and Servicing Files and the related accounts and records maintained
by, or by an agent of, the Master Servicer. 
All reasonable costs and expenses (including attorneys’ fees) incurred
in connection with transferring the computer records, Custodial Files and
Servicing Files to the Purchaser or Purchaser’s designee pursuant to this
Section shall be paid by the Servicer upon presentation of reasonable
documentation of such costs and expenses.


 


(b)                                 To
facilitate the servicing of the Contracts hereunder, not later than each
Remittance Date, and at such other times as Purchaser may request, Master
Servicer shall deliver to Purchaser (i) a list (which may be in electronic
form) setting forth, with respect to each Contract outstanding on the last day
of such month, all of the information required to be contained in the Contract
Schedule, (ii) a monthly remittance report in the report in a form
reasonably acceptable to and as specified by Purchaser, as to the immediately
preceding calendar month (iii) and copies of the Seller’s and Dollar’s monthly
financial statements (including but not limited to such parties’ balance
sheets, income statements and cash flow statements) for the immediately
preceding calendar month.  In addition,
not more than 60 days after the end of each calendar year, Master Servicer
will furnish to Purchaser an annual remittance report in a form reasonably
acceptable to and as specified by Purchaser, as to the prior calendar year.


 


(c)                                  Master
Servicer shall prepare and file any and all tax returns, information statements
or other filings required to be delivered to any governmental taxing authority
or to Purchaser pursuant to any applicable law with respect to the Contracts
and the transactions contemplated hereby. 
In addition, Master Servicer shall provide Purchaser with such
information concerning the Contracts as is necessary for Purchaser to prepare
its federal income tax return and as Purchaser may reasonably request from time
to time.


 


(d)                                 Master
Servicer shall throughout the term of this Agreement disclose to Purchaser at
any time and from time to time, as requested by Purchaser, the aggregate amount
of payments, if any, made in respect of the Amount Financed of the Contracts
originated since the related Origination Dates thereof and will provide
Purchaser with documentation (which may be in electronic form) identifying such
payments and the related Contracts.


 


(e)                                  As
to each Contract in which Purchaser purchases an interest hereunder, Purchaser
shall be entitled to a pro rata share of all repayments of Amounts Financed on
or in respect of such Contract received on or after its respective Origination
Date (which pro-rata share shall be calculated on the percentage of the
Purchaser’s Participation Interest on the date such payment is received).  To the extent not reinvested as provided in
Section 2.01(f), Master Servicer shall deposit on the Business Day
collected, all monies or other collections received by


 


15

















 


Master Servicer
representing monies described in the preceding sentence by wire transfer of
immediately available funds to the Accounts or to such other account as
Purchaser may direct. Notwithstanding anything to the contrary herein, in the
event that Purchaser reasonably determines that Seller or Master Servicer is
unable to pay its debts currently as they become due, or if Seller or Master
Servicer is otherwise is deemed insolvent or is, in Purchaser’s reasonable
determination, pending insolvency, the parties hereto agree that Purchaser
shall be entitled to reimbursement of the full amount of the Commitment Amount,
without regard to pro-ration, prior to any payment to Seller or Master Servicer
or any subservicer, or third party with respect to the Contracts.


 


(f)                                    Master
Servicer agrees, as promptly as practicable, to take such actions as may
reasonably be requested from time to time by Purchaser that may reasonably be
necessary in connection with servicing the Contracts.


 


ARTICLE III

CREDIT REVIEW AND PRICING OF CONTRACTS


 


Section 3.01  Credit Review.  The Contracts originated by Seller and
generated through the Program shall be reviewed and underwritten by Seller
strictly in accordance with applicable law, the applicable Guidelines (as such
Guidelines may be amended from time to time pursuant to Sections 6.06(b)
and (c)) and this Agreement and each Contract shall comply therewith and with
the representations and warranties contained herein.  No credit approval system other than the Credit Scoring System
shall be used to approve any advances to an Obligor.  Dollar shall periodically review and audit the Contracts in
accordance with its standard practices and procedures for such review and shall
provide Purchaser with a copy of the related findings.


 


Section 3.02  Pricing of Contracts; APR.  The APR and Amount Financed for each
Contract (each as determined in terms of U.S. currency) in which an interest is
to be sold by Seller to Purchaser pursuant to this Agreement will be set forth
in the applicable Contract Schedule.


 


Section 3.03  Dollar’s Charge-off Policy.  If neither of Master Servicer or any Subservicer
receives the full payment of the Amount Financed and the Finance Charge on or
before the scheduled maturity date with respect to a Contract, Master Servicer
shall classify the unpaid amounts with respect to the Contract as a charged-off
loan on the day after the Due Date related to such Contract (the “Charge-off Policy”).  Master Servicer shall use reasonable efforts
to collect such unpaid amounts from the related obligors after the related
scheduled maturity date. Any such recoveries on charged-off loans shall offset
the amount of any Losses with respect to the Contracts in the Due Period in
which such recoveries are collected.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES; INDEMNITIES


 


Section 4.01  Representations and Warranties of Seller.  Seller hereby represents and warrants to
Purchaser, as of the date hereof, and as of each date hereafter on which any
portion of the Commitment Amount is still outstanding, as follows:


 


(a)                                  Organization
and Good Standing.  Seller is a corporation
duly organized, validly existing and in good standing under the laws of the
United Kingdom, with power and


 


16

















 


authority to own its
properties and to conduct its business as such properties are currently and
shall be owned and such business is presently and shall be conducted.


 


(b)                                 Due
Qualification.  Seller is duly
qualified to do business as a 
corporation in good standing in the United Kingdom, and has obtained all
necessary licenses, registrations and approvals in all jurisdictions in which
the ownership or lease of property or the conduct of its business (including
the origination or funding or servicing of Contracts and the sale of an
interest in the Contracts to Purchaser pursuant to this Agreement) is required.


 


(c)                                  Power
and Authority.  Seller had the full
power and authority and legal right to originate the Contracts as of the date
of Origination thereof.  Seller has the
full power and authority to hold each Contract, to sell each Contract, to sell
the Participation and to execute, deliver and perform, and to enter into and
consummate this Agreement, all transactions contemplated by this Agreement and
any document related hereto or delivered in connection herewith; Seller has
duly authorized the execution, delivery and performance of this Agreement by
all necessary corporate action.


 


(d)                                 Binding
Obligations.  This Agreement
constitutes a legal, valid and binding obligation of Seller, enforceable Seller
in accordance with its terms except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights in general and by general principles of
equity, regardless of whether such enforceability shall be considered in a
proceeding in equity or at law.


 


(e)                                  No
Violation.  Neither the execution
and delivery of this Agreement, the origination of the Contracts, the sale of
the Participation Interest in the Contracts to Purchaser, the consummation of
the transactions contemplated by this Agreement and the fulfillment of or compliance
with the respective terms thereof conflicts with, will result in any breach of
any of the terms and provisions of, nor constitute (with or without notice or
lapse of time) a default under, the articles of incorporation, charter, bylaws,
(or other similar organizational or formative documents) of Seller or conflict
with or breach any of the material terms or provisions of, or constitute (with
or without notice or lapse of time) a default under, any indenture, agreement
or other instrument to which Seller is a party or by which it shall be bound;
nor result in the creation or imposition of any lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than any Charge or security interest of Purchaser as set forth in this
Agreement) nor violate any law, rule or regulation applicable to Seller, or any
order of any court or of any U.S. (or applicable foreign) federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over Seller, its subsidiaries, or their respective
properties, which breach, default, conflict, lien or violation would have a
material adverse effect on Seller, the Contracts, the Participation Interest,
the transactions contemplated by this Agreement, the Purchaser’s interest in
any of them, or such entities’ performance of obligations hereunder.


 


(f)                                    Litigation.  Except as otherwise furnished to Purchaser
in writing, no action, suit, proceeding or investigation pending or, to
Seller’s knowledge, threatened, against Seller or any of its subsidiaries,
which, either in any one instance or in the aggregate, if determined adversely
to such entity would adversely affect the sale of the Participation Interest in
the Contracts to the Purchaser, the execution, delivery or enforceability of
this Agreement, or any material liability of Seller, or would draw into
question the validity of this Agreement, of the


 


17

















 


Contracts or the
Purchaser’s interest therein, or the ability of Seller to service and
administer the Contracts hereunder in accordance with the terms hereof or which
would have a material adverse effect on the financial condition of Seller or
would adversely affect the value of a Contract;


 


(g)                                 Custody
of Documents.  With respect to each
Contract, Seller is in possession of the Contract File and the Servicing File;


 


(h)                                 No
Default.  Neither Seller nor any of
its subsidiaries is in material default under any agreement, contract,
instrument or indenture of any nature whatsoever to which Seller or any of its
subsidiaries is a party or by which it is bound nor has any event occurred
which with notice or lapse of time or both would constitute a material default
under any such agreement, contract, instrument or indenture and which default
would have a material adverse effect on Seller, such subsidiaries, the
Contracts, the Participation Interest, Purchaser’s interest therein, or in the
transactions contemplated by this Agreement, or such entities’ performance of
obligations hereunder;


 


(i)                                     No
Consent Required.  No consent,
approval, authorization or order of any Person, court or governmental agency or
body is required for the execution, delivery and performance by Seller of, or
compliance by Seller with, this Agreement or the sale of the Participation
Interest in the Contracts to the Purchaser, the grant of any Charge, lien and
security interest to Purchaser hereunder, or the consummation of the
transactions contemplated by this Agreement or if required, such approval has
been obtained;


 


(j)                                     Ordinary
Course of Business.  The
consummation of the transactions contemplated by this Agreement is in the
ordinary course of business of Seller, and the sale of the Participation Interest
by Seller pursuant to this Agreement is not subject to the bulk transfer or any
similar statutory provisions in effect in any applicable jurisdiction;


 


(k)                                  Origination,
Servicing and Collection Practices. 
The origination, servicing and collection practices with respect to each
Contract have been in all respects legal, proper, prudent and customary;


 


(l)                                     No
Untrue Information.  Neither this
Agreement nor any statement, (whether spoken or written), any report or other
document furnished or to be furnished pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any untrue
statement of fact or omits to state a fact necessary to make the statements
contained herein and therein not misleading in the context in which they were
made;


 


(m)                               Owner
of Record.  Seller is the owner of
record of each Contract, and upon the sale of the Participation Interest in the
Contracts to the Purchaser, Seller will retain such legal title of record to
the Contracts in trust for Purchaser as the equitable owner of the Contracts
and shall retain the Contract File and the Servicing File with respect thereto
in trust only for the purpose of servicing and supervising the servicing of
each Contract;


 


(n)                                 No
Material Adverse Change.  Since
June 30, 2002, there has been no material adverse change affecting the
condition (financial or otherwise), results of operations or business of either
Seller or any of its subsidiaries;


 


18

















 


(o)                                 No
Enforcement Action.  Neither Seller
nor any of its subsidiaries is under, or threatened to be placed under, any
type of written enforcement action by a supervisory authority, including a
prompt corrective action directive, capital directive, cease and desist order,
formal agreement, or memorandum of understanding;


 


(p)                                 Information.  All financial statements, tax returns,
journals, ledgers and other information furnished to Purchaser in connection
with this Agreement were or will be at the time furnished true and correct in
all material respects, and neither Seller, nor any of its officers, agents or
representatives has made any untrue statement of material fact or omitted to
state any material fact to Purchaser or any of its officers or agents in
connection with this Agreement.


 


(q)                                 No
Governmental or other Action.  No
court or governmental or regulatory authority of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any statute, rule, regulation,
judgment, decree, injunction, formal or informal notice, or other order
(whether temporary, preliminary or permanent) which is in effect to question,
challenge or conclude that Seller is not the lender for purposes of the
Contracts or otherwise calls into question the legitimacy or legality of the
Contracts , the Participation Interest, or Purchaser’s interest in either of
them. or the transactions contemplated hereby or which is in effect to enjoin,
or which prohibits or restricts, consummation of the transaction contemplated
hereby or, to the best of Seller’s knowledge, any transaction by a third party
that is similar to the transaction contemplated hereby; and


 


(r)                                    Indication
of Ownership in Physical Files.  The
Seller has complied in all respects with the requirements of
Section 2.08(e) of this Agreement regarding the indication of Purchaser’s
interest in the physical files relating to each Contract in which an interest
is purchaser hereunder.


 


(s)                                  Fiscal
Year.  The Seller’s fiscal year ends
on June 30 of each year.


 


The representations and warranties in this
Section shall survive the execution and assignment of this Agreement and
any subsequent transfers of each Contract and the Participation Interest.


 


Section 4.02  Representations and Warranties of Seller
as to the Contracts.  As
to each Contract in which an interest is to be sold to Purchaser hereunder,
Seller hereby makes the following representations and warranties as of the
Origination Date thereof (unless another date is otherwise noted below), in
respect of the related Contract:


 


(a)                                  Characteristics
of Contracts.  The Contract
(i) has been originated by Seller in accordance with the Guidelines, in
the ordinary course of Seller’s business, has been fully and properly executed
by the parties thereto, (ii) provides for payment in full of the Amount Financed
and, (iii) provides for, in the event the Contract is prepaid, a
prepayment that fully repays the outstanding Amount Financed balance thereof
and includes accrued and unpaid interest at least through the date of payment
in an amount equal to the related APR, and (iv) provides for enforcement
of the rights and remedies of the holder thereof in the event of default by the
Obligor.


 


19

















 


(b)                                 Contract
Schedule.  The information set forth
in the Contract Schedule with respect to such Contract is and shall be
complete, true and correct, and the Amount Financed and the APR of such
Contract have been accurately and correctly calculated.


 


(c)                                  Compliance
with Law.  The Contract complies
with all requirements of all laws applicable thereto, and regulations
thereunder, including usury laws, laws with respect to disclosure of the cost
of credit, laws with respect to equal credit opportunity, credit reporting,
debt collection practices and other any other applicable consumer credit, equal
credit opportunity and disclosure laws.


 


(d)                                 Binding
Obligation.  The Contract
constitutes the genuine, legal, valid and binding payment obligation in writing
of the related Obligor, enforceable by the holder thereof in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and the application of equitable principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).


 


(e)                                  No
Bankrupt or Employee Obligors. 
According to the records of Seller, (i) the Obligor has not filed
or had filed against it any petition for relief, rearrangement of its debts or
other protection from its creditors under any bankruptcy or insolvency laws,
and (ii) the Obligor is not an employee of Seller or any affiliate
thereof.


 


(f)                                    Contracts
in Force.  The Contract and the
related Note are fully valid and enforceable without leave of any court against
the Obligor and not in dispute or subject to cancellation or rescission by the
Obligors named in the Notes. Seller has taken no action in respect of the
Contract such that such Contract or the related Note has been satisfied,
subordinated, waived, restricted, rescinded, impaired or would be held to be
invalid or unenforceable.


 


(g)                                 No
Rescission.  The related Note is not
subject to any right of rescission (except for the Obligor’s right to cancel
the Contract by the end of the Business Day after the Obligor delivered the
signed Note to the lender, as set forth in the Note), set-off, counterclaim or
defense, including the defense of usury, nor will the operation of any of the
terms of the related Note, or the exercise of any right thereunder, render the Contract
unenforceable, in whole or in part, or subject to any right of rescission,
setoff, counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;


 


(h)                                 No
Amendment or Waiver.  Seller has
taken no action in respect of the Contract such that such Contract has been
amended, waived, altered or modified in any respect, except pursuant to a
document, instrument or writing included in the related Contract File, and
Seller has taken no action such that any such amendment, waiver, alteration or
modification shall render any Contract not in conformity with any other representations
and warranties contained in this Section, nor render it invalid or
unenforceable.


 


(i)                                     Legal
Capacity.  All parties to the
related Note had legal capacity to enter into the Contract and to execute and
deliver the Note and the related Note has been duly and properly executed by
such parties.


 


20

















 


(j)                                     No
Future Advances.  The Contract has
closed and the proceeds of the Contract have been fully disbursed and there is
no requirement for future advances.


 


(k)                                  Guidelines.  The Contract was originated by Seller in
accordance with the requirements of the Guidelines; each Obligor satisfied the
minimum requirements set forth in the Guidelines; and Seller has independently
reviewed and verified the accuracy of the material information contained in
each of the credit applications relating to the Contract.


 


(l)                                     Acceptable
Investment.  Seller has no knowledge
of any circumstances or condition with respect to the Contract that can reasonably
be expected to cause the Contract to be an unacceptable investment, cause the
Contract to become delinquent, or adversely affect the value or marketability
of the Contract;


 


(m)                               No
Adverse Selection.  Seller used no
selection procedures that identified the Contracts as being less desirable or
valuable than other comparable contracts as to which the representations and
warranties set forth in this Section could be made;


 


(n)                                 No
Default; No Repossession.  No
default, breach, violation or event permitting acceleration under the terms of
the Contract exists, and no continuing condition that with notice or lapse of
time, or both, would constitute a default, breach, violation or event
permitting acceleration under the terms of the Contract has arisen, and Seller
has not waived any of the foregoing.


 


(o)                                 Good
Title.  As of the Closing Date,
Seller is the sole owner and holder of the Contracts and the related Note and
no interest in the Contract has been sold, transferred, assigned or pledged by
Seller to any Person other than Purchaser, and no provision of the Contract
shall have been waived, except as provided in clause (h) above; immediately
prior to the transfer and assignment herein contemplated, Seller had good and
marketable title to the Contract, free and clear of all assignments,
encumbrances, liens, pledges, equities, participation interests, claims,
charges, restrictions, negative covenants, rights of first refusal, or similar
rights and security interests; immediately upon the transfer and assignment of
the interest contemplated hereby, Purchaser shall have good and marketable
title to such interest in the Contract, free and clear of all assignments,
encumbrances, liens, pledges, equities, participation interests, claims,
charges, restrictions, negative covenants, rights of first refusal, or similar
rights, charges and security interests; and the grant of the charge and
security interest in the Contract herein contemplated has been filed with the
registrar of Companies for England and in such other offices as shall be
necessary or desirable to ensure that the claims of Purchaser shall be first in
right and priority and Purchaser shall be entitled to the collateral in
satisfaction of the obligations of Seller hereunder in the event of Seller’s
default or bankruptcy (or its equivalent).


 


(p)                                 Lawful
Assignment.  The Contract has not
been originated in, and is not subject to the laws of, any jurisdiction under
which the sale, transfer, and assignment of such Contract under this Agreement
or pursuant to which transfers of the Contracts are unlawful, void or voidable.


 


(q)                                 All
Filings Made.  As of the Closing
Date, all filings, including all fixed or floating charges, security interest
or lien filings, necessary in any jurisdiction to give Purchaser a first
priority perfected security interest (or ownership interest) as to the Participation
Interest in the Contract and the other Participated Assets have been made.


 


21

















 


(r)                                    One
Original.  There is only one
original executed Contract in which an interest has been conveyed by Seller to
Purchaser.


 


(s)                                  Obligations;
No Impairment.  Seller has satisfactorily
fulfilled all obligations on its part to be fulfilled under, or in connection
with, the Contract in a timely manner and has done nothing to impair the rights
of Purchaser in the Contract or the proceeds thereof.


 


(t)                                    No
Fraud or Misrepresentation.  The
Contract was originated without any fraud or misrepresentation on the part of
Seller or of any Person acting on behalf of Seller.


 


(u)                                 Possession.
Seller has possession of the original Note and the related Contract File and
Servicing File, and there are and there will be no undisclosed custodial
agreements in effect materially adversely affecting the right or ability of
Seller to make, or cause to be made, any delivery required pursuant to this
Agreement.


 


(v)                                 Bulk
Transfer Laws.  As of the Closing
Date and each Origination Date, the transfer, assignment and conveyance of any
interest in the Contract and related Contract File and Servicing File by Seller
pursuant to this Agreement are not subject to the bulk transfer or any similar
statutory provisions in effect in any applicable jurisdiction.


 


(w)                               Taxes.  All taxes, fees and duties of any nature or
description whatsoever relating to the Contract or the transfer of the interest
therein to Purchaser that are due and owing have been paid in full by Seller.


 


(x)                                   Information.  All financial statements, tax returns,
journals, ledgers and other information furnished to Purchaser in connection
with this Agreement and any Contract were, or will be at the time furnished,
true and correct in all material respects.


 


(y)                                 Additional
Characteristics.  The Contract had
the following characteristics as of the Origination Date: (i) the APR on
the Contract was not in excess of that permitted pursuant to applicable usury
laws, (ii) the Contract was not delinquent, (iii) the term to
maturity did not exceed four weeks, and (iv) the Contract, together with
all other Contracts in which Purchaser acquired an interest, constitute all of
the Contracts currently in Seller’s portfolio that met the Guidelines and otherwise
satisfy the representations and warranties set forth in this Section.


 


(z)                                   Computer
Disk.  Any Computer Disk delivered
pursuant to this Agreement by Seller was complete and accurate as of the date
thereof.


 


(aa)                            No
Assignment.  Seller has not taken
any action to convey any right to any Person that would result in such person
having any right to any Contract or any payments received or payments due under
any Contract.


 


The representations and warranties in this
Section shall survive the execution and assignment of this Agreement and
any subsequent transfers of each Contract and the Participation Interest.


 


22

















 


Section 4.03  Representations and Warranties of Dollar
and Master Servicer. 
Dollar and Master Servicer each (except where the context specifically
indicates one of such entities individually) hereby represents and warrants to
Purchaser, as of the date hereof, and as of each date hereafter on which any
portion of the Commitment Amount is still outstanding, as follows:


 


(a)                                  Organization
and Good Standing.  It is a corporation
duly organized, validly existing and in good standing under the laws of its
state of incorporation (which in the case of Dollar is New York), with power
and authority to own its properties and to conduct its business as such
properties are currently and shall be owned and such business is presently and
shall be conducted.


 


(b)                                 Due
Qualification.  It and each of its
subsidiaries in the United Kingdom is duly qualified to do business as a
corporation or foreign corporation, as applicable, in good standing, and has
obtained all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business (including the
origination, servicing, funding or ownership of Contracts pursuant to this
Agreement) is required.


 


(c)                                  Power
and Authority.  Dollar’s
subsidiaries have the full power and authority and legal right to originate the
Contracts.  It has the full power and
authority to execute, deliver and perform, and to enter into and consummate,
all transactions contemplated by this Agreement and any document related hereto
or delivered in connection herewith; It has and, as applicable, its respective
subsidiaries, have duly authorized the execution, delivery and performance of
this Agreement by all necessary corporate action.


 


(d)                                 Binding
Obligations.  This Agreement
constitutes a legal, valid and binding obligation of it (and in the case of
Dollar, constitutes a legal, valid and binding obligation of Seller), enforceable
against each of it or them in accordance with its terms except as
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights in general
and by general principles of equity, regardless of whether such enforceability
shall be considered in a proceeding in equity or at law.


 


(e)                                  No
Violation.  Neither the execution
and delivery of this Agreement, the origination of the Contracts, the sale of
the Participation Interest in the Contracts to Purchaser,  the consummation of the transactions
contemplated by this Agreement and the fulfillment of or compliance with the
respective terms thereof conflicts with, will result in any breach of any of
the terms and provisions of, nor constitute (with or without notice or lapse of
time) a default under, its articles of incorporation, charter or bylaws or
conflict with or breach any of the material terms or provisions of, or
constitute (with or without notice or lapse of time) a default under, any
indenture, agreement or other instrument to it or its subsidiaries is a party
or by which either of them shall be bound; nor result in the creation or imposition
of any lien upon any of their properties pursuant to the terms of any such
indenture, agreement or other instrument (other than the security interest of
Purchaser as set forth in this Agreement) nor violate any law, rule or
regulation applicable to it or its subsidiaries, or any order of any court or
of any U.S. (or applicable foreign) federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over it, such subsidiaries, or their respective properties, which breach,
default, conflict, lien or violation would have a material adverse effect on
it, its


 


23

















 


subsidiaries, the
Contracts, the Participation Interest, the transactions contemplated by this
Agreement, or such entities’ performance of obligations hereunder.


 


(f)                                    Litigation.  Except as otherwise furnished to Purchaser
in writing, no action, suit, proceeding or investigation is pending or, is, to
its knowledge, threatened, against it or any of its subsidiaries, which, either
in any one instance or in the aggregate, if determined adversely to it or them,
would adversely affect the sale of the Participation Interest in the Contracts
to the Purchaser, the execution, delivery or enforceability of this Agreement,
or any material liability of it, or would draw into question the validity of
this Agreement or the Contracts or its ability to administer the Contracts
hereunder in accordance with the terms hereof or which would have a material
adverse effect on its financial condition or that of its subsidiaries or would
adversely affect the value of a Contract;


 


(g)                                 No
Default.  It is not, nor any of its
subsidiaries, in material default under any agreement, contract, instrument or
indenture of any nature whatsoever to which it or any of its subsidiaries is a
party or by which it is, or they are, bound nor has any event occurred which
with notice or lapse of time or both would constitute a material default under
any such agreement, contract, instrument or indenture and which default would
have a material adverse effect on such entity, such subsidiaries, the
Contracts, the Participation Interest, the transactions contemplated by this
Agreement, or its performance of its obligations hereunder;


 


(h)                                 No
Consent Required.  No consent,
approval, authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by it and its applicable
subsidiaries of, or compliance with, this Agreement or the sale of the
Participation Interest in the Contracts to the Purchaser or the consummation of
the transactions contemplated by this Agreement or if required, such approval
has been obtained;


 


(i)                                     Ordinary
Course of Business.  The
consummation of the transactions contemplated by this Agreement is in its
ordinary course of business and that of its applicable subsidiaries;


 


(j)                                     Origination,
Servicing and Collection Practices. 
The origination, servicing and collection practices performed by it with
respect to each Contract have been in all respects legal, proper, prudent and
customary;


 


(k)                                  No
Untrue Information.  Neither this
Agreement nor any statement, report or other document furnished or to be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of fact or omits to state a
fact necessary to make the statements contained herein and therein not misleading
in the context in which they were made;


 


(l)                                     No
Material Adverse Change.  Since
June 30, 2002,  there has been no
material adverse change affecting the condition (financial or otherwise),
results of operations or business of either it or any of its subsidiaries;


 


(m)                               No
Enforcement Action.  It is not,  nor are any of its subsidiaries, under, or
threatened to be placed under, any type of written enforcement action by a supervisory
authority, including a prompt corrective action directive, capital directive,
cease and desist order, formal agreement, or memorandum of understanding;


 


24

















 


(n)                                 Information.  All financial statements, tax returns,
journals, ledgers and other information furnished to Purchaser in connection
with this Agreement were or will be at the time furnished true and correct in
all material respects, and neither it nor any of its officers, agents and
representatives has made any untrue statement of material fact or omitted to
state any material fact to Purchaser or any of its officers or agents in
connection with this Agreement.


 


(o)                                 Indication
of Ownership in Physical Files. 
Dollar and the Seller have complied in all respects with the
requirements of Section 2.08(e) of this Agreement regarding the indication
of Purchaser’s interest in the physical files relating to each Contract in
which an interest is purchaser hereunder.


 


(p)                                 Fiscal
Year.  Its fiscal year ends on
June 30 of each year.


 


The representations and warranties in this
Section shall survive the execution and assignment of this Agreement and
any subsequent transfers of each Contract and the Participation Interest.


 


Section 4.04  Repurchase Obligation.


 


(a)                                  Upon
discovery by Seller, Dollar or Purchaser of a breach of any of the
representations and warranties set forth in Section 4.01, 4.02, or 4.03 or
any covenant of Seller, Dollar or Master Servicer that materially and adversely
affects the interests of Purchaser in the Contracts or in any Contract, the
party discovering such breach shall give prompt written notice to the others,
and Seller or Dollar and Master Servicer, as applicable, shall be obligated to
cure such breach in all material respects (i) within the applicable cure period
set forth herein, or (ii) if no other cure period is specified, within thirty
(30) days, of its discovery thereof or its receipt of such notice from
Purchaser.  If Seller or Dollar or
Master Servicer, as applicable, does not cure such breach within such cure
period, or, if with respect to any Contract, Seller or Dollar has failed to
perform its obligations set forth in Section 2.02(b) or 2.08 within thirty
(30) days of notification of such failure by Purchaser, the Seller shall (i)
repurchase Purchaser’s Interest in the related Contract or Contracts by
delivering to Purchaser,  within one
Business Day of Purchaser’s direction, and to such account as Purchaser shall
direct, an amount equal to the Repurchase Price of such Contract or Contracts,
and (ii) deposit, within one Business Day of Purchaser’s direction, the amount
of any Investment Difference which was not previously refunded to Purchaser, to
such account as Purchaser shall direct. 
Upon such repurchase, Purchaser shall, without further action, be deemed
to transfer, assign, set over and otherwise convey to Seller in respect of each
related Contract:


 


(i)  all right, title and interest of Purchaser
in such Contract and all monies due thereon or paid thereunder or in respect
thereof on or after the date of such purchase;


 


(ii)  all documents and information contained in
the Contract Files and the Servicing Files related to such Contract; and


 


(iii)  all proceeds of the foregoing.


 


(b)                                 Purchaser
shall execute such documents and instruments of transfer and assignment and
take such other actions as shall be reasonably requested by Seller to effect
the conveyance of such Contract pursuant to this Section.


 


25

















 


Section 4.05  Representations and Warranties of
Purchaser.  Purchaser
hereby represents and warrants to Seller as of the date hereof, and as of each
date hereafter on which the Commitment Amount is increased, as follows:


 


(a)                                  Organization
and Good Standing.  Purchaser is a
limited liability company duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania with power and authority to
own its properties and to conduct its business as such properties shall be
currently owned and such business is presently conducted.


 


(b)                                 Authorization;
Binding Obligations.  Purchaser has
the power and authority to make, execute, deliver and perform this Agreement
and perform all of the transactions contemplated to be performed by it under
this Agreement, and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement. 
When executed and delivered, this Agreement will constitute the legal,
valid and binding obligation of Purchaser enforceable against Purchaser in
accordance with its terms, except as enforcement of such terms may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by the availability of equitable
remedies.


 


(c)                                  No
Consent Required.  Purchaser is not
required to obtain the consent of any other party or any consent, license,
approval or authorization from, or to make any registration or declaration
with, any governmental authority, bureau or agency in connection with Purchaser’s
execution, delivery or performance of this Agreement, except such as have been
obtained.


 


(d)                                 No
Violations.  The execution, delivery
and performance of this Agreement by Purchaser will not violate any provision
of any existing law or regulation or any order or decree of any court of competent
jurisdiction applicable to Purchaser or the operating agreement of Purchaser,
or constitute a material breach of any contract or other agreement to which
Purchaser is a party or by which Purchaser may be bound.


 


(e)                                  Litigation.  No litigation or administrative proceeding
of or before any court, tribunal or governmental body is currently pending or
to the knowledge of Purchaser threatened, against Purchaser or any of its
properties or with respect to this Agreement, which if adversely determined,
would have a material adverse effect on the transactions contemplated by this
Agreement.


 


Section 4.06  Indemnity by Seller, Dollar and Purchaser.


 


(a)                                  Seller
shall protect, defend, indemnify and hold Purchaser and its assigns and their
respective attorneys, accountants, employees, agents, representatives, officers
and directors harmless from and against all losses, liabilities, claims,
damages and expenses of every kind and character (including attorneys’ fees and
litigation expenses) resulting from or relating to or arising out of this
Agreement, including but not limited to (i) the inaccuracy, nonfulfillment
or breach of any representation, warranty, covenant or agreement made by
Seller, Dollar or Master Servicer in this Agreement, (ii) any legal
action, including any counterclaim, that has either been settled by the
litigants or has proceeded to judgment by a court of competent jurisdiction
against Purchaser, in either case to the extent it is based upon alleged facts
that, if true, would constitute a breach of any representation, warranty,
covenant or agreement made by Seller or Dollar in this


 


26

















 


Agreement, and
(iii) any actions or omissions of Seller, Dollar or any employee or agent
of Seller or Dollar or any of their respective subsidiaries with respect to any
of the Contracts.


 


(b)                                 Master
Servicer shall protect, defend, indemnify and hold Purchaser and its assigns
and their respective attorneys, accountants, employees, agents,
representatives, officers and directors harmless from and against all losses,
liabilities, claims, damages and expenses of every kind and character
(including attorneys’ fees and litigation expenses) resulting from or relating
to or arising out of Master Servicer’s obligations in its capacity as Master
Servicer pursuant to this Agreement, including but not limited to (i) the
inaccuracy, nonfulfillment or breach of any representation, warranty, covenant
or agreement made by Master Servicer in such capacity in this Agreement,
(ii) any legal action, including any counterclaim, that has either been
settled by the litigants or has proceeded to judgment by a court of competent
jurisdiction against Purchaser, in either case to the extent it is based upon
alleged facts that, if true, would constitute a breach of any representation,
warranty, covenant or agreement made by Master Servicer in its capacity as such
in this Agreement, and (iii) any actions or omissions of Master Servicer
in its capacity as such in this Agreement, or any of its employees, agent,
subservicers, or any of their respective subsidiaries with respect to any of
the Contracts.


 


(c)                                  Purchaser
shall protect, defend, indemnify and hold Seller and its permitted assigns and
their attorneys, accountants, employees, officers and directors harmless from
and against all losses, liabilities, claims, damages and expenses of every kind
and character (including attorneys’ fees and litigation expenses) resulting
from or relating to or arising out of (i) the inaccuracy, nonfulfillment
or breach of any representation, warranty, covenant or agreement made by
Purchaser in this Agreement, (ii) any legal action, including any
counterclaim, that has either been settled by the litigants (which settlement,
if Purchaser is not a party thereto, shall be with the consent of Purchaser) or
has proceeded to judgment by a court of competent jurisdiction against
Purchaser, in either case to the extent it is based upon alleged facts that, if
true, would constitute a breach of any representation, warranty, covenant or
agreement made by Purchaser in this Agreement; provided, however, that this
clause (b) shall not apply to any action or claim by Purchaser against
Seller (including any counterclaim by Purchaser against Seller).


 


Section 4.07  Loss Sharing; Special Indemnity by Seller.


 


(a)                                  The
parties hereby agree that on each Remittance Date, the Master Servicer shall
deduct an amount equal to one and four-tenths percent (1.4%) of the Commitment
Amount from the amount of Purchaser’s Targeted Return (expressed in US dollars)
representing estimated losses on the portfolio for the related Due Period. With
respect to each Remittance Date which immediately follows a calendar quarter,
the Master Servicer shall, or shall cause the Subservicer to, determine the
weighted average of the actual Loss Rate for the three Due Periods immediately
preceding such Remittance Date (each such quarterly period, an (“Adjustment
Period”). To the extent that (i) such weighted average of actual Losses for
such Adjustment Period are less than one and four-tenths percent (1.4%), the
Master Servicer shall, or shall cause the Subservicer to, pay to Purchaser an
amount, in addition to the Targeted Return (as adjusted in accordance with the
first sentence hereof) equal to the result of (A) one and four-tenths percent
(1.4%) minus (B) the weighted average of the Loss Rates for each Due Period
ending within such Adjustment Period, multiplied by (C) the Commitment Amount,
multiplied by (D) three;  (ii) such
weighted average of the actual Losses for such Adjustment Period exceeds one
and


 


27

















 


four-tenths percent
(1.4%), the Master Servicer shall make no adjustment to the amount of
Purchaser’s Targeted Return on the related Remittance Date other than as
described in the first sentence of this Section 4.07(a).


 


(b)                                 Other
than with respect to the amount of Losses Purchaser shall assume in accordance
with Section 4.07(a), Seller hereby unconditionally guarantees the repayment
of the full principal amount of the Commitment Amount, plus interest accrued
thereon at the Pass-Through Rate.  In
the event of the non-payment of the Amount Financed of any Contract on the
related Due Date, as a result of Obligor default, Seller default, or Dollar
default (including in its capacity as Master Servicer), or any dispute or other
cause of any kind, Seller shall forthwith, without demand or notice from
Purchaser, repurchase the Purchaser’s interest in the related Contract for the
Repurchase Price. Any failure of Seller to perform its obligations hereunder
within three (3) Business Days of such Due Date shall constitute a Default
under this Agreement in accordance with Section 5.01(a).


 


(c)                                  The
parties hereto agree to review the loss sharing percentage referred to in
Section 4.07(a) from time to time, but no more frequently than quarterly.


 


ARTICLE V

EVENTS OF DEFAULT


 


Section 5.01  Events of Default by Seller, Dollar or
Master Servicer.  Any of
the following acts or occurrences shall constitute an event of default
hereunder:


 


(a)                                  any
failure by Seller, Dollar or Master Servicer to deliver to or upon the order of
Purchaser any proceeds or payment required to be so delivered under the terms
of this Agreement, which failure continues for a period of three Business Days
after such delivery or payment is due;


 


(b)                                 failure
on the part of Seller, Dollar or Master Servicer duly to observe or to perform
in any material respect any other covenant or agreement of Seller, Dollar or
Master Servicer set forth in this Agreement which failure continues for a
period of ten Business Days after discovery by Seller, Dollar or Master
Servicer or after written notice of such failure is given to Seller, Dollar or
Master Servicer by Purchaser;


 


(c)                                  the
entry of a decree or order by a court or agency or supervisory authority having
jurisdiction over such matters for the appointment of a trustee in bankruptcy,
conservator, receiver or liquidator for Seller, Dollar or Master Servicer in
any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding up or liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days;


 


(d)                                 the
consent by Seller, Dollar or Master Servicer to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to Seller, Dollar or Master Servicer or of
or relating to substantially all of its property; or Seller, Dollar or Master
Servicer shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable insolvency
or reorganization


 


28

















 


statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment of
its obligations;


 


(e)                                  any
representation, warranty, or statement of Seller, Dollar or Master Servicer
made in this Agreement or any certificate, report or other writing delivered
pursuant hereto shall prove to be incorrect in any material respect as of the
time when the same shall have been made, and within thirty Business Days after
written notice thereof shall have been given to Seller, Dollar or Master
Servicer, as applicable, by Purchaser, the circumstance or condition in respect
of which such representation, warranty, or statement was incorrect shall not
have been eliminated or otherwise cured to the satisfaction of Purchaser;


 


(f)                                    the
loss by Seller of its license to originate or to fund the origination of
Contracts in any jurisdiction in which a Contract was originated, if the effect
of such loss would be to have a material adverse effect on the condition,
financial or otherwise, or on the business affairs or business prospects of
Seller, Dollar or Master Servicer, or would adversely effect the enforceability
of any Contracts sold or to be sold pursuant to this Agreement;


 


(g)                                 if
there has been a material adverse change in the condition, financial or
otherwise, or in the business affairs or business prospects of Seller, Dollar
or Master Servicer or any of them, together with each of each their respective
subsidiaries considered as one enterprise; or


 


(h)                                 if
any Change of Control occurs with respect to Seller or Dollar.


 


Section 5.02  Events of Default by Purchaser.  Any of the following acts or occurrences
shall constitute an event of default by Purchaser (each, a “Purchaser Default”)


 


(a)                                  so
long as no Seller Default has occurred or notice of the termination of this
Agreement shall have been given pursuant to Section 7.03, any failure by
Purchaser to pay any amounts due pursuant to this Agreement, which failure
continues for a period of three Business Days after payment is due;


 


(b)                                 failure
on the part of Purchaser duly to observe or to perform in any material respect
any other Covenant or agreement of Purchaser set forth in this Agreement, which
failure continues for a period of ten Business Days after discovery by
Purchaser or written notice of such failure is given to Purchaser by Seller ;


 


(c)                                  the
entry of a decree or order by a court or agency or supervisory authority having
jurisdiction over such matters for the appointment of a trustee in bankruptcy,
conservator, receiver or liquidator for Purchaser in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days;


 


(d)                                 the
consent by Purchaser to the appointment of a trustee in bankruptcy, conservator
or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
Purchaser or relating to substantially all of its property; or Purchaser shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or


 


29

















 


reorganization statute,
make an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations; or


 


(e)                                  any
representation, warranty, covenant or statement of Purchaser made in this
Agreement or any certificate, report or other writing delivered pursuant hereto
shall prove to be incorrect in any material respect as of the time when the
same shall have been made, and within ten Business Days after written notice
thereof shall have been given to Purchaser by Seller, the circumstance or
condition in respect of which such representation, warranty, covenant or
statement was incorrect shall not have been eliminated or otherwise cured to
the satisfaction of Seller.


 


Section 5.03  Rights Upon Default.


 


(a)                                  If
a Default shall occur and be continuing, so long as such Default has not been
cured or waived, the party not in default (the “Non-Defaulting Party”) can, by
notice given in writing to the other parties, immediately terminate this
Agreement.  Such right to terminate this
Agreement, together with all other rights and remedies, from time to time
conferred upon or reserved by Seller, Dollar or Purchaser are cumulative, and
none is intended to be exclusive of another or any right or remedy which
Seller, Dollar or Purchaser may have at law or in equity.


 


(b)                                 Upon
notice to, or discovery by Purchaser of a Default by any party other than
Purchaser, Purchaser may at any time and in respect of any Contract or
Contracts give written notice to Seller that Purchaser requires Seller to
execute an Assignment substantially in the form set forth in Exhibit C
specifying the Contract or Contracts to be assigned by Seller to Purchaser.
Within three Business Days of receipt of such notice Seller shall execute and
return to Purchaser and an Assignment of such Contract or Contracts. In order
to enforce Purchaser’s rights under this Agreement, Seller shall, upon the
request of Purchaser or its assigns, do and perform or cause to be done and
performed, every reasonable act and thing necessary or advisable to put
Purchaser and its assigns in position to enforce payment under the Contracts
and to carry out the intent of this Agreement.


 


(c)                                  No
delay or omission in insisting upon the strict observance or performance of any
provisions hereof or in exercising any right or remedy shall be construed as a
waiver or relinquishment of such provision, nor shall it impair such right or
remedy.  Every right and remedy may be
exercised from time to time and as often as deemed expedient.  Notwithstanding anything contained herein to
the contrary, no Purchaser Default shall relieve Seller or Dollar of its
obligations under Sections 2.01(e), (f) and (g), 2.04, 2.05, 2.08, 4.04,
4.06(a), 4.06(b) and 4.07, and 7.05 of this Agreement.


 


Section 5.04  Waiver of Defaults.  Following the occurrence of a Default, the
Non-Defaulting Party may, by written notice to the defaulting party, waive such
Default.  Upon any such waiver, such
Default shall cease to exist, and any Seller Default or Purchaser Default, as
the case may be, arising therefrom shall be deemed to have been remedied, for
every purpose of this Agreement.  No
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.


 


30

















 


ARTICLE VI

CERTAIN COVENANTS


 


Section 6.01  Cooperation.  Seller, Dollar, Master Servicer and
Purchaser shall each cooperate with the other and shall do and perform all acts
as may be reasonable and proper to fulfill the intent and object of this
Agreement.  In order to facilitate
enforcement of Purchaser’s rights under this Agreement and with respect to the
Contracts, Seller, Dollar and Master Servicer shall, promptly after the request
by Purchaser or its assigns, and at such parties’ expense, do and perform or
cause to be done and performed every reasonable act and thing necessary or
advisable to put Purchaser or its assigns in a position to carry out the intent
of this Agreement (including without limitation that Purchaser and its
designees shall have the right and ability to enforce payment and performance
of the Contracts in the event that Seller or its agent fails to do so).  Seller hereby grants a irrevocable limited
power of attorney to Purchaser for the specific purpose of exercising all
rights and remedies Seller would have with respect to the Contracts but for the
sale of the Participation Interest to Purchaser, including but not limited to
the assignment of any Contract in connection with a Seller Default. The Seller
agrees to execute an irrevocable limited power of attorney substantially in the
form of Exhibit B hereto on the Closing Date.


 


Section 6.02  Purchaser’s Access to Seller’s, Dollar’s
and Master Servicer’s Records. 
Purchaser shall have access upon reasonable notice to Seller, Dollar and
Master Servicer, as applicable, during business hours or at such other times as
might be reasonable under applicable circumstances, to any and all of the
books, records and electronic files, software and databases of Seller, Dollar,
Master Servicer or their respective agents that relate to the Contracts and the
performance or observance by Seller, Dollar or Master Servicer of the terms,
covenants or conditions of this Agreement, including but not limited to
information pertaining to Seller’s, Dollar’s or Master Servicer’s compliance
with the applicable requirements of the Gramm-Leach-Bliley Act.  Seller, Dollar and Master Servicer also
agree to make available to any prospective purchaser, upon reasonable notice
and during normal business hours, a knowledgeable officer for the purpose of
answering questions respecting Seller’s, Dollar’s and Master Servicer’s ability
to perform under this Agreement.


 


Section 6.03  Annual Statement as to Compliance.


 


(a)                                  Master
Servicer, as to itself and any Subservicer shall deliver to Purchaser on or
before the expiration of 90 days after each such entity’s fiscal year end,
beginning in 2003, an Officers’ Certificate stating, as to each signatory
thereof, that (i) a review of the activities of such parties during the
preceding fiscal year and that a review of performance under this Agreement has
been made under such officers’ supervision, and (ii) to the best of such
officers’ knowledge, based on such review, such party or parties has or have
fulfilled all of its or their respective obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the
nature and status thereof and the action being taken by Master Servicer and
Subservicer to cure such default. 
Master Servicer shall provide Purchaser with copies of such statements
upon request.


 


(b)                                 Master
Servicer shall deliver to Purchaser promptly after having obtained knowledge
thereof, but in no event later than five (5) Business Days thereafter, written
notice in


 


31

















 


an Officer’s Certificate
of any event which with the giving of notice or lapse of time, or both, would become
a breach of this Agreement or an event of Seller Default hereunder.


 


Section 6.04  Provision of Information.   During the term of this Agreement, Master
Servicer shall, to the extent not prohibited by applicable law, in addition to
the foregoing, furnish to Purchaser upon reasonable advance request such
additional reports or information, including, without limitation, updated
financial data or credit reports or information required by applicable law, including
but not limited to information pertaining to the Master Servicer’s and any
Subservicer’s compliance with the requirements of the USA PATRIOT Act, and
United States and United Kingdom data protection laws, including but not
limited to the applicable requirements of the Gramm-Leach-Bliley Act, and
copies of such documents as may be contained in the Contract File or Servicing
File for each Contract.  All such
reports, documents or information shall be provided by and in accordance with
all reasonable written instructions and directions which the Purchaser may
give.


 


Section 6.05  Compliance with Law and Regulation.  The performance of each of the parties under
this Agreement is subject to all applicable law and regulation and each party
hereby covenants to comply with all applicable law and regulation and the
lawful and reasonable actions or requests of duly authorized regulatory
authorities in connection with the matters contemplated by this Agreement.  If any party becomes aware of any change in
law or regulation affecting the performance of obligations by any party under
this Agreement, it shall promptly thereafter provide written notice of the same
to the other party, provided that the failure to provide such notice shall not
relieve any party of its obligation to comply with applicable law and
regulation as it may change from time to time. 
Nothing in this Agreement shall be construed as compelling either party
to act in violation of applicable law or regulation.


 


Section 6.06  Subsequent Agreements and Actions.


 


(a)                                  The
parties shall take all steps reasonably necessary to carry out this Agreement
and the transfers provided for herein including, but not limited to, making
adjustments and reconciliations, and executing and delivering or causing to be
executed and delivered, additional instruments, assignments, endorsements,
papers or documents.  From the date
hereof, Master Servicer shall not (i) impair any Contract, (ii) impair the
rights of the Purchaser in the Contracts, or (iii) agree, without the
prior consent of Purchaser, to any modification which results in a reduction of
the Amount Financed of a Contract, except that Seller may modify the Amount
Financed of Contracts in the ordinary course of business in any Due Period in
an aggregate amount not to exceed $5,000.00.


 


(b)                                 Within
30 days of the Closing Date, and from time to time thereafter to the extent not
previously delivered, Seller shall deliver to Purchaser the Guidelines and
copies of any proposed revisions to the Guidelines.  Seller shall not sell an interest in any contracts to Purchaser
which were originated pursuant to any guidelines which were not approved by Purchaser
prior to such sale.


 


(c)                                  Notwithstanding
anything to the contrary contained herein, Seller shall not implement or agree
to any amendment or modification of the Guidelines without Purchaser’s prior
written consent, which consent shall not be unreasonably withheld or delayed.


 


32

















 


(d)                                 Notwithstanding
anything to the contrary contained herein, the parties hereto shall not agree
to use any portion of the Commitment Amount to purchase Contracts originated by
any entity other than Seller, except pursuant to an separate written agreement
signed by all parties hereto.  In no
event shall the Commitment Amount be used to fund any portion of Dollar’s
origination of short-term consumer loan contracts similar to the Contracts in
the United States or the United Kingdom without such a written agreement and
any necessary amendments hereto.


 


Section 6.07  Exclusivity.  Seller hereby covenants and agrees that it
shall sell and assign an interest in all contracts originated by Seller under
the Payday Loan Flow Program to Purchaser, to the extent of the Commitment
Amount, subject to the terms and conditions set forth in this Agreement, for
the duration of this Agreement prior to selling any interest or participation
to any other purchaser of any participation interest in contracts originated by
Seller or funding and holding an interest in such contracts on its own behalf.


 


ARTICLE VII

MISCELLANEOUS PROVISIONS


 


Section 7.01  Amendment.  This Agreement may be amended from time to
time by a writing executed by each party hereto.


 


Section 7.02  Assignment of Agreement.  Without the prior written approval of the
other party, neither Seller, Dollar nor Purchaser may assign or transfer this
Agreement or any of its rights, powers, duties or obligations hereunder, except
as provided in this Section. 
Notwithstanding anything herein to the Contrary, upon written notice,
Purchaser may assign and transfer the rights or obligations under this
Agreement to its affiliates or to a successor to its businesses.


 


Section 7.03  Term.  The term of this Agreement shall be from and
including execution hereof through and including September 30, 2003;
thereafter, the term of this Agreement shall be automatically renewed each year
for a term of twelve months, unless 90 days prior to the end of such period
either party notifies the other party in writing of its intent to terminate
this Agreement.


 


Section 7.04  Representatives and Warranties to
Survive.  The obligations
of Seller, Dollar, Master Servicer and Purchaser under this Agreement and the
representations and warranties and indemnities in Article Two and Four,
shall survive the sale of any interest in the related Contracts to Purchaser,
and the assignment by Purchaser of its interest in the Contracts to any
assignee.


 


Section 7.05  Dollar as Surety.  In the event that Purchaser sustains any
losses, costs and expenses as a result of the breach by Seller of any of its
representations, warranties or covenants hereunder, Dollar hereby agrees to be
a surety for, and to absolutely and unconditionally reimburse Purchaser for any
such losses, and to guarantee the payment by and performance of Seller of, all
amounts due to Purchaser from Seller pursuant to this Agreement and all of the
obligations of Seller hereunder.  Upon
the expiration or termination of any cure period applicable to Seller, Dollar’s
liability hereunder shall be direct and may be enforced without Purchaser being
required to resort to any other right, remedy or security, and this Agreement
may be jointly and severally enforceable against Dollar, Seller, or either of
their successors and assigns, and


 


33

















 


without the necessity of
any notice of non-payment, non-performance or non-observance or the continuance
of any such default or of any notice of acceptance of this Agreement or of
Purchaser’s intention to act in reliance hereon or of any other notice or
demand to which Dollar might otherwise be entitled, all of which Dollar hereby
expressly waives; and Dollar hereby expressly agrees that the validity of this
Agreement and the obligations of Dollar hereunder shall in no way be
terminated, affected or impaired by reason of the assertion or the failure to
assert by Purchaser against Seller, or Seller’s successors and assigns, of any
of the rights or remedies reserved to Purchaser pursuant to the provisions and
covenants contained in the Agreement. Additionally, Dollar hereby approves and
consents to the terms and conditions of this Agreement and Seller’s and
Dollar’s liabilities to Purchaser.


 


Until that certain Amended and Restated Credit
Agreement dated as of the 31st day of May, 2002 (as the same has been amended
prior to and including that certain Second Amendment to Amended and Restated
Credit Agreement and Waiver dated as of the 15th day of November, 2002, and as
the same may be amended from time to time subject to the restrictions herein),
by and among Wells Fargo Bank, National Association (“Wells Fargo”), Dollar,
DFG Holdings, Inc., Wachovia Bank, National Association and U.S. Bank National
Association (the “Credit Agreement”) has been terminated and all obligations
thereunder have been paid in full, (a) following a breach of a representation,
warranty or covenant of Seller which remains uncured beyond the expiration or
termination of forty-five (45) days (it being acknowledged that such forty-five
(45) days shall run from, and include, the date of the discovery by Dollar or
notice of the occurrence of such breach as required in accordance with
Section 4.04(a), irrespective of any cure period provided to Seller),
Dollar shall (i) purchase the Purchaser’s interest in the related Contract or
Contracts for an amount equal to the Repurchase Price of the affected
Contracts, (ii) if Purchaser so directs, remit to Purchaser the amount of any
Investment Difference which was not previously refunded to Purchaser, and (iii)
otherwise reimburse Purchaser for any losses, costs and expenses sustained by
Purchaser as a result of the breach by Seller of any of its representations,
warranties or covenants hereunder, (b) upon any failure by Seller to remit to
Purchaser pursuant to Section 2.05 any amounts demanded in accordance with
Section 2.01(c)(i), or upon any Default other than a Purchaser Default,
Dollar shall pay to Purchaser, within three Business Days of Purchaser’s notice
to Dollar thereof, an amount equal to the lesser of (i) two million dollars
($2,000,000.00) and (ii) to the extent that Dollar has previously remitted
funds to Purchaser in accordance with this provision, the amount by which two
million dollars ($2,000,000.00) exceeds the amount previously remitted to
Purchaser and not reinvested in the Commitment Amount as of the date of such
notice, and (c) in the absence of a breach of a representation, warranty or
covenant of Dollar, Master Servicer or Seller under this Agreement, Dollar
shall pay to Purchaser, within sixty (60) days of Purchaser’s demand, the full
amount of Purchaser’s Commitment Amount plus all amounts due to Purchaser
hereunder with respect to the Contracts. 
The parties hereto agree that, (a) Dollar shall not consent to any
amendment of the Credit Agreement which would constitute a revocation of the
consent of the parties thereto to the transactions contemplated by this
Agreement (as this Agreement may be amended from time to time consistent with
the restrictions set forth below), including without limitation the creation of
any negative pledges or covenants which would adversely effect the first
priority lien and security interest of Purchaser in the Contracts and proceeds
thereof, and (b) except as set forth in this paragraph , Dollar shall perform
its obligations as surety hereunder immediately upon failure of Seller to
perform its obligations under this Agreement. All amounts payable to Purchaser
pursuant to this paragraph shall be deposited by wire transfer of immediately
available funds to such account as Purchaser shall direct.


 


34

















 


This Agreement shall be a continuing guaranty, and
(whether or not Dollar shall have notice or knowledge of any of the following)
the liability and obligation of Dollar hereunder shall be absolute and
unconditional and shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way impaired by (a) any
amendment or modification of, or supplement to, or extension or renewal of,
this Agreement or any assignment or transfer thereof; (b) any exercise or
non-exercise of any right, power, remedy, privilege or action of any nature
whatsoever with respect to Seller’s obligations or liabilities to Purchaser and
with respect to any rights against any person or persons (including Seller and
Dollar) under or in respect of this Agreement, or in the Contracts, accounts,
or any other property, including but not being limited to, any renewals,
extensions, modifications, postponements, compromises, indulgences, waivers,
surrenders, exchanges and releases, and Dollar will remain fully liable hereon
notwithstanding any of the foregoing, or any waiver, consent or approval by
Purchaser with respect to any of the covenants, terms, conditions or agreements
contained in this Agreement or any indulgences, forbearances or extensions of
time for performance or observance allowed to Seller or Dollar from time to
time and for any length of time; (c) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or similar proceeding
relating to Seller, their successors and assigns or their properties or
creditors; (d) any limitation on the liability or obligation of Seller
under the Agreements or its estate in bankruptcy or of any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of the Bankruptcy Reform Act of 1978, as amended, or any other
statute or from the decision of any court; or (e) any transfer by Seller
or permitted assignment of any of its interest under the Agreement.  Purchaser hereby agrees that all obligations
of Dollar pursuant to this Agreement, including the guaranty set forth in this
Section 7.05 are unsecured obligations, and until the Credit Agreement has
been terminated and all obligations thereunder paid in full, the parties hereto
further agree not amend this Agreement in a manner which would materially
increase the financial obligations of Dollar hereunder without the prior written
consent of Wells Fargo or to take any action to secure the obligations of
Dollar hereunder.


 


Section 7.06  Governing Law.  Except as to (i) any charges, liens or
financing statements evidencing security interests granted to the Purchaser in
connection herewith, which shall be governed by the law of the applicable
jurisdiction in which such charge, lien or financing statement is filed, and
(ii) the Power of Attorney, Floating Charge and Assignment  which shall be governed by English law; this
Agreement shall be construed in accordance with the laws of the Commonwealth of
Pennsylvania and the United States of America, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws without giving effect to the conflict of laws principles thereof. The
parties hereto agree that this Agreement shall be deemed executed in the United
States, shall be maintained in the United States and shall not be brought into
the United Kingdom.


 


Section 7.07  Notices.  All demands, notices and Communications
under this Agreement shall (except with respect to Wells Fargo pursuant to
Section 7.05) be in writing and shall be deemed to have been duly given if
delivered personally, telecopied (with receipt confirmed by telephone call to
the Person, or a member of the department, specified for attention) or mailed
by first class mail, postage prepaid, as follows:


 


35

















 


	
   

  	
  If to Seller:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Instant Cash Loans Limited

  
	
   

  	
   

  	
  c/o Dollar Financial UK Ltd

  
	
   

  	
   

  	
  Castlebridge Office Village

  
	
   

  	
   

  	
  Kirtley Drive

  
	
   

  	
   

  	
  Castle Marina

  
	
   

  	
   

  	
  Nottingham

  
	
   

  	
   

  	
  NG7 1LD

  
	
   

  	
   

  	
  Attention: Mr Richard Withers

  
	
   

  	
   

  	
  Telephone: 0115 9347410

  
	
   

  	
   

  	
  Telcopier: 0115 9347444

  
	
   

  	
   

  	
  Mobile: 07867 538774

  
	
   

  	
   

  	
  E-Mail: richard.withers@dfg.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy (which
  shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hilary B. Miller, Esq.

  
	
   

  	
   

  	
  112 Parsonage Road

  
	
   

  	
   

  	
  Greenwich, Connecticut 06830-3942

  
	
   

  	
   

  	
  Telephone:    (203) 399-1320

  
	
   

  	
   

  	
  Telecopier:    (914) 206-3727

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Dollar:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dollar Financial Group, Inc.

  
	
   

  	
   

  	
  1436 Lancaster Avenue, Suite 210

  
	
   

  	
   

  	
  Berwyn, Pennsylvania 19312-1288

  
	
   

  	
   

  	
  Attention:      Mr.
  Donald F. Gayhardt, President

  
	
   

  	
   

  	
  Telephone:    (610) 296-3400

  
	
   

  	
   

  	
  Telecopier:    (610) 296-7844

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy (which
  shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hilary B. Miller, Esq.

  
	
   

  	
   

  	
  112 Parsonage Road

  
	
   

  	
   

  	
  Greenwich, Connecticut 06830-3942

  
	
   

  	
   

  	
  Telephone:    (203) 399-1320

  
	
   

  	
   

  	
  Telecopier:    (914) 206-3727

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Purchaser:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Archbrook Holdings
  International LLC

  
	
   

  	
   

  	
  100 Front Street, Suite
  1410

  



 


36

















 


	
   

  	
   

  	
  West Conshohocken, Pennsylvania 19428-2884

  
	
   

  	
   

  	
  Attention:      Mr.
  John F. McGlinn II

  
	
   

  	
   

  	
  Telephone:    (610) 940-4492

  
	
   

  	
   

  	
  Telecopier:    (610) 940-4496

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy (which
  shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stevens & Lee, P.C.

  
	
   

  	
   

  	
  One Glenhardie Corporate Center

  
	
   

  	
   

  	
  1275 Drummers Lane, Suite 202

  
	
   

  	
   

  	
  P. O. Box 236

  
	
   

  	
   

  	
  Wayne, PA 19087-0236

  
	
   

  	
   

  	
  Attention:      Jeffrey
  P. Waldron, Esq.

  
	
   

  	
   

  	
  Telephone:    (610) 293-4961

  
	
   

  	
   

  	
  Telecopier:    (610) 371-7974

  



 


or to such other persons or other addresses as may
hereafter be furnished by either party to the other.


 


Section 7.08  Severability of Provisions.   If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall, be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.


 


Section 7.09  No Partnership.  Nothing in this contained Agreement shall be
deemed or construed to create a co-partnership or joint venture between the
parties hereto.


 


Section 7.10  Successor and Assigns.  This Agreement shall inure to the benefit of
and be binding upon Seller, Dollar and Purchaser and their respective
successors and permitted assigns.


 


Section 7.11  Brokers.  The parties each represent and warrant that
no broker, finder or financial advisor is entitled to any brokerage fee,
finders’ fee or other fee or commission in connection with the transactions
contemplated by this Agreement.


 


Section 7.12  Waiver of Trial by Jury.  Seller, Dollar and Purchaser each hereby
expressly waive (to the extent that it may lawfully do so) any right to a trial
by jury to which it may be entitled in any proceeding relating to the
transactions contemplated by this Agreement.


 


Section 7.13  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which counterparts shall be deemed an original, but
all of which together shall constitute one and the same instrument.  An electronic facsimile or photocopy of this
Agreement or any signature hereon shall be valid as an original and may be
admitted in evidence for all purposes.


 


SIGNATURE PAGE FOLLOWS


 


37

















 


IN WITNESS WHEREOF, the parties hereto have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as day and year first above written.


 


	
   

  	
  INSTANT CASH LOANS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Gayhardt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald F. Gayhardt

  	
   

  
	
   

  	
   

  	
  Title:  

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARCHBROOK HOLDINGS

  
	
   

  	
  INTERNATIONAL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. McGlinn II

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John F. McGlinn II

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
  Archbrook Capital, LLC,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Gayhardt

  	
   

  
	
   

  	
   

  	
  Name:  Donald
  F. Gayhardt

  
	
   

  	
   

  	
  Title: 
  President

  
							



 


38

















 


EXHIBIT A


 


 


FORM OF FLOATING CHARGE


 


 


Private & Confidential


 


 




	
   

  	
  Dated

  	
  2002

  






 


 




	
   

  	
  INSTANT CASH LOANS LIMITED

  	
  (1)

  
	
   

  	
   

  	
   

  
	
   

  	
  ARCHBROOK HOLDINGS INTERNATIONAL LLC

  	
  (2)

  
	
   

  	
   

  	
   

  






 












 


FLOATING
CHARGE


 












 


 





 

















 


This Deed is made
on                   November 2002


 


Between


 


(1)                                  Instant Cash Loans Limited (registered in England with number
2685515) whose registered office is at 42 Alie Street, London, E1 8DA (the Company);
and


 


(2)                                  Archbrook Holdings International LLC, a Pennsylvania limited
liability company (Archbrook).


 


It is agreed


1                                        Definitions and interpretation


 


1.1                                 Definitions


 


In this
Deed, unless the context otherwise requires, the following expressions have the
following meanings:


 


Charged Property means all the assets, property, goodwill and undertaking of the
Company from time to time charged or assigned to Archbrook pursuant to the
terms of this Deed;


 


Default Rate means 3 % above the base rate of National Westminster Bank plc from
time to time;


 


Event of Default means any of the following:


 


(a)                                  If
the Company does not pay on the due date any amount payable to Archbrook at the
place at and in the currency in which it is expressed to be payable unless:


 


(i)                                     its
failure to pay is caused by administrative or technical error; and


 


(ii)                                  payment
is made within 2 business days of its due date.


 


(b)                                 If
the Company does not comply with any provision of any agreement between itself
and Archbrook.


 


(c)                                  If
any representation or statement made or deemed to be made by the Company in any
document delivered by or on behalf of the Company is or proves to have been
incorrect or misleading in any material respect when made or deemed to be made.


 


1

















 


(d)                                 If
the Company is unable or admits inability to pay its debts as they fall due,
suspends making payments on any of its debts or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of
its creditors with a view to rescheduling any of its indebtedness.


 


(e)                                  If
the value of the assets of the Company is less than its liabilities (taking
into account contingent and prospective liabilities).


 


(f)                                    If
a moratorium is declared in respect of the indebtedness of the Company.


 


(g)                                 If
any corporate action, legal proceedings or other procedure or step is taken in
relation to:


 


(i)                                     the
suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of the Company;


 


(ii)                                  a
composition, assignment or arrangement with any creditor of the Company;


 


(iii)                               the
appointment of a liquidator, receiver, administrator, administrative receiver,
compulsory manager or other similar officer in respect of the Company or any of
its assets; or


 


(iv)                              enforcement
of any Security Interest over any assets of the Company.


 


or any analogous procedure or step is taken in the
jurisdiction.


 


(h)                                 If
the Company is not or ceases to be a Subsidiary of Dollar Financial Group, Inc
a company organised and existing in New York, USA.


 


(i)                                     If
it is or becomes unlawful for the Company to perform any of its obligations to
Archbrook.


 


(j)                                     If
any agreement between the Company and Archbrook ceases to be in full force and
effect or shall cease to (or be alleged by the Company not to) constitute the
legal, valid and binding obligation of the Company party to it.


 


(k)                                  If
the authority or ability of the Company to conduct its business is wholly or
substantially curtailed by any seizure, expropriation, intervention,
renationalisation or other action by or on behalf of any governmental,
regulatory or other authority.


 


(l)                                     If
any event or series of events occurs which might reasonably be expected to have
a serious adverse effect on the business, assets or financial position or
trading of the Company.


 


Floating Charge Asset has the meaning
given to it in clause 3.3;


 


2

















 


Premises means all freehold and leasehold property from time to time owned
by the Company or in which the Company is otherwise interested;


 


Receiver means any one or more administrative receivers, receivers and
managers or (if Archbrook so specifies in the relevant appointment) receivers
appointed by Archbrook pursuant to this Deed in respect of the Company or over
all or any of the Charged Property;


 


Secured Obligations means all money and liabilities now or hereafter due, owing or
incurred to Archbrook by the Company in whatsoever manner in any currency or
currencies whether present or future, actual or contingent, whether incurred
solely or jointly with any other person and whether as principal or surety
together with all interest accruing thereon and all costs, charges and expenses
incurred in connection therewith;


 


Security Interest means a mortgage, charge, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement
having a similar effect;


 


Subsidiary means:


 


(a)                                  a subsidiary within the meaning of section 736 of the Companies
Act 1985; and


 


(b)                                 a subsidiary
undertaking within the meaning of section 258 of the Companies Act 1985.


 


1.2                                 Interpretation


 


In this Deed, unless the context otherwise requires:


 


(a)                                  a
reference to any party to this Deed is, where relevant, deemed to be a
reference to or to include, as appropriate, that party’s respective successors
and, in the case of Archbrook, its successors or assigns;


 


(b)                                 references
to clauses and schedules are references to, respectively, clauses of and
schedules to this Deed and references to this Deed include its schedules;


 


(c)                                  a
reference to (or to any specified provision of) any agreement, deed or other
instrument is to be construed as a reference to that agreement, deed or other
instrument or that provision as it may have been or hereafter be, from time to
time, amended, varied, modified, supplemented, replaced, restated or novated
but excluding for this purpose any amendment, variation, supplement or
modification which is contrary to any provision of this Deed;


 


(d)                                 a
reference to a statute or statutory instrument or any provision thereof is to be
construed as a reference to that statute or statutory instrument or such
provision


 


3

















 


thereof as the same may have been, or may from time to
time hereafter be, amended or re-enacted;


 


(e)                                  the
index to and the headings in this Deed are inserted for convenience only and
are to be ignored in construing this Deed;


 


(f)                                    the
parties intend that this document shall take effect as a Deed;


 


(g)                                 words
importing the plural shall include the singular and vice versa.


 


2                                         Covenant to pay


 


The
Company covenants with Archbrook that it will pay the Secured Obligations as
and when the same fall due for payment.


 


3                                         Charging clause


 


3.1                                 Floating charge


 


As
continuing security for the payment of the Secured Obligations the Company
hereby charges with full title guarantee in favour of Archbrook by way of first
floating charge:


 


(a)                                  in respect of short-term consumer loans made by the Company, all
benefits and interest in the present and future book and other debts, revenues
and monetary claims of the Company whether arising under contracts or in any
other manner whatsoever;


 


(b)                                 all rights and claims of the Company against third parties and
against any security in each case in respect of such present and future debts,
revenues or claims referred to at (a) above; and


 


(c)                                  all right, title and interest and claims of the Company in respect
of the credit balances of any account held with any bank or financial
institution in the United Kingdom into which any monies in respect of the Floating
Charged Assets at (a) and (b) above have been or are from time to time paid or
received.


 


3.2                                 Conversion of
floating charge


 


Archbrook
may at any time by notice in writing to the Company convert the floating charge
created pursuant to clause 3.1 above into a fixed charge as regards such
assets as it shall specify in the notice in the event that:


 


(a)                                  an Event of Default has occurred and is continuing unremedied or
unwaived; or


 


4

















 


(b)                                 Archbrook is reasonably of the view that (i) such assets are in
danger of being seized or (ii) any legal process or execution is being enforced
against such assets,


 


and by way of
further assurance the Company shall promptly execute a fixed charge over such
assets in such form as Archbrook shall require.


 


3.3                                 Automatic
conversion of floating charge


 


If:


 


(a)                                  the Company creates (or purports to create) any Security Interest on
or over any of the Charged Property not expressed to be subject to a fixed
charge under this Deed (a Floating Charge Asset) (unless the creation
of such Security Interest is permitted in writing by Archbrook); or


 


(b)                                 any
third party levies or attempts to levy any distress, attachment, execution or
other legal process against any Floating Charge Asset; or


 


(c)                                  any
corporate action, legal proceedings or other procedures or steps are taken for
the winding up, dissolution, administration or reorganisation of the Company
(including any proceedings analogous or equivalent thereto under the laws of
any jurisdiction),


 


the
floating charge created by this Deed will automatically (without notice) be
converted into a fixed charge over the relevant Floating Charge Asset or, in
the circumstances described in clause 3.3(c), all Floating Charge Assets,
immediately such event occurs.


 


4                                         Continuing security


 


4.1                                 This
security is to be a continuing security which shall remain in full force and
effect notwithstanding any intermediate payment or settlement of account or
other matter or thing whatsoever and in particular the intermediate
satisfaction by the Company or any other person of the whole or any part of the
Secured Obligations.


 


4.2                                 This
security is to be in addition and without prejudice to any other security or
securities which Archbrook may now or hereafter hold for the Secured
Obligations or any part thereof and this security may be enforced against the
Company without first having recourse to any other rights of Archbrook.


 


5                                         Further assurance


 


5.1                                 General


 


(a)                                  The Company will at its own expense promptly execute such deeds,
assurances, agreements, instruments and otherwise do such acts and things as
Archbrook may reasonably require for perfecting and protecting the security
created (or intended to


 


5

















 


be
created) by this Deed or facilitating the realisation thereof or otherwise for
enforcing the same or exercising any of Archbrook’s rights hereunder. In
particular, but without limitation, the Company will:


 


(i)                                     execute
a legal assignment (in such form as Archbrook shall reasonably require) over
all or any of the debts, rights, claims and contracts hereby charged;


 


(ii)                                  execute
a valid fixed charge (in such form as Archbrook shall reasonably require) over
any asset the subject of the floating charge hereunder;


 


(iii)                               otherwise
execute all transfers, conveyances, assignments and assurances whatsoever and
give all notices, orders, instructions and directions whatsoever which
Archbrook may think expedient.


 


(b)                                 Any document required to be executed by the Company pursuant to this
clause 5.1 will be prepared at the cost of the Company.


 


6                                         Negative pledge and disposal restrictions


 


During
the continuance of the security created by this Deed, the Company will not,
without the prior consent in writing of Archbrook:


 


(a)                                  create
or agree or attempt to create or permit to subsist (in favour of any person
other than Archbrook) any Security Interest over the whole or any part of the
Charged Property; or


 


(b)                                 (whether
by a single transaction or a number of related or unrelated transactions and
whether at the same time or over a period of time) sell, transfer, lease out,
lend or otherwise dispose of or cease to exercise direct control over all or
any part of the Charged Property or any interest therein (other than assets the
subject of the floating charge on arm’s length terms in the ordinary course of
trading) or the right to receive or to be paid the proceeds arising on the
disposal of the same or agree or attempt to do so; or


 


(c)                                  dispose
of the equity of redemption in respect of all or any part of the Charged
Property.


 


7                                         Undertakings


 


7.1                                 Duration
of undertakings


 


The
Company undertakes to Archbrook in the terms of the following provisions of
this clause 7, such undertakings to commence on the date of this Deed and
to continue for so long as the security constituted by this Deed (or any part
thereof) remains in force.


 


6

















 


7.2                                 General
undertakings


 


(a)                                  It
will conduct and carry on its business in a proper and efficient manner.


 


(b)                                 It
will not do or cause or permit to be done anything which may in any way
materially depreciate, jeopardise or otherwise prejudice the value to Archbrook
of the security constituted by this Deed.


 


(c)                                  It
will observe and perform all covenants and stipulations from time to time
affecting the Charged Property, make all payments, carry out all registrations
or renewals and generally use all reasonable endeavours to preserve, maintain
and renew when necessary or desirable all the Charged Property.


 


7.3                                 Deposit
of documents


 


Subject
to the rights of any prior mortgagee, the Company will promptly on request
deposit with Archbrook (or as it shall direct) all such documents relating to
the Charged Property as Archbrook may from time to time reasonably require.  Additionally, the Company shall at least
once every week during the continuance of this security provide Archbrook with
a list of its debtors (in respect of debts forming part of the Charged
Property) and the amounts owed by such debtors to the Company as at the date of
such list.


 


7.4                                 Retention
of documents


 


Archbrook
may retain any document delivered to it pursuant to clause 7.3 or
otherwise until the security created by this Deed is released and if, for any
reason it ceases to hold any such document before such time, it may by notice
to the Company require that the relevant document be redelivered to it and the
Company shall immediately comply (or procure compliance) with such notice.


 


7.5                                 Power
to remedy


 


If the
Company fails to comply with any of the covenants set out in clauses 7.1
to 7.3 the Company will allow (and hereby irrevocably authorises) Archbrook
and/or such persons as it shall nominate to take such action on behalf of the
Company as shall be necessary to ensure that such covenants are complied with.
All money expended and costs incurred by Archbrook under this provision shall
form part of the Secured Obligations.


 


7.6                                 Indemnity


 


The
Company will indemnify Archbrook and will keep Archbrook indemnified against
all losses and reasonable costs, charges and expenses properly incurred by
Archbrook as a result of a breach by the Company of its obligations under
clauses 7.1 to 7.3 and in connection with the exercise by Archbrook of its
rights contained in clause 7.5 above (other than those which arise due to
Archbrook’s gross negligence or wilful default).  All sums the subject of this


 


7

















 


indemnity
will be payable by the Company to Archbrook on demand and if not so paid will
bear interest at the Default Rate.  Any unpaid
interest will be compounded with monthly rests.


 


8                                         Attorney


 


The
Company hereby irrevocably and by way of security appoints Archbrook and every
Receiver of the Charged Property or any part thereof appointed hereunder and
any person nominated for the purpose by Archbrook or any Receiver (in writing
under hand signed by an officer of Archbrook or any Receiver) severally as its
Attorney (with full power of substitution and delegation) in its name and on
its behalf and as its act and deed to execute, seal and deliver (using the
relevant Company’s seal where appropriate) and otherwise perfect and do any
deed, assurance, agreement, instrument, act or thing which it ought to execute
and do under the terms of this Deed or which may be required or deemed proper
in the exercise of any rights or powers conferred on Archbrook or any Receiver
hereunder or otherwise for any of the purposes of this Deed and the Company
hereby covenants with Archbrook to ratify and confirm all acts or things made,
done or executed by such attorney as aforesaid.


 


9                                         Enforcement
and powers of Archbrook


 


9.1                                 The
powers conferred on mortgagees or receivers or administrative receivers by the
Law of Property Act 1925 and the Insolvency Act 1986 (as the case may be) shall
apply to the security constituted by this Deed except insofar as they are
expressly or impliedly excluded and where there is ambiguity or conflict
between the powers contained in such Acts and those contained in this Deed,
those contained in this Deed shall prevail.


 


9.2                                 At any
time after this security shall have become enforceable or if so requested by
the Company, Archbrook may by writing under hand signed by any officer or
manager of Archbrook appoint any person (or persons) to be a Receiver of all or
any part of the Charged Property.


 


9.3                                 All
or any of the powers conferred upon mortgagees by the Law of Property Act 1925
as hereby varied or extended and all or any of the rights and powers conferred
by this Deed on a Receiver (whether expressly or impliedly) may be exercised by
Archbrook without further notice to the Company at any time after this security
shall have become enforceable and Archbrook may exercise such rights and powers
irrespective of whether Archbrook has taken possession or has appointed a
Receiver of the Charged Property.


 


10                                  Status, powers, removal and remuneration of Receiver


 


10.1                           Any
Receiver appointed hereunder shall be the agent of the Company and the Company
shall be solely responsible for his acts or defaults and for his remuneration
and liable on any contracts or engagements made or entered into by him and in
no circumstances whatsoever shall Archbrook be in any way responsible for any
misconduct, negligence or default of the Receiver.


 


8

















 


10.2                           Any
Receiver appointed hereunder shall have power in addition to the powers
conferred by the Law of Property Act 1925 and Schedule 1 of the Insolvency
Act 1986 (which are hereby incorporated in this Deed) and notwithstanding the
liquidation of the Company:


 


(a)                                  to take
possession of, collect and get in all or any part of the Charged Property and
for that purpose to take any proceedings in the name of the Company or
otherwise as he thinks fit;


 


(b)                                 generally
to manage the Charged Property and to manage or carry on, reconstruct,
amalgamate, diversify or concur in carrying on the business or any part thereof
of the Company as he may think fit;


 


(c)                                  to
make any arrangement or compromise or enter into or cancel any contracts which
he shall think expedient in the interests of Archbrook;


 


(d)                                 for
the purpose of exercising any of the powers, authorities and discretions
conferred on him by this Deed and/or defraying any costs or expenses which
may be incurred by him in the exercise thereof or for any other purpose to
raise or borrow money or incur any other liability on such terms whether
secured or unsecured as he may think fit and whether to rank for payment in
priority to this security or not;


 


(e)                                  without
restriction to sell or concur in selling, and to vary the terms of, determine,
or otherwise dispose of or deal with, all or any part of the Charged Property
without being responsible for loss or damage, and so that any such sale or
disposition may be made for cash payable by instalments, loan stock or other
debt obligations or for shares or securities of another company or other
valuable consideration, and the Receiver may form and promote, or concur in
forming and promoting, a company or companies to purchase, or otherwise acquire
interests in all or any of the Charged Property or otherwise, arrange for such
companies to trade or cease to trade and to purchase or otherwise acquire all
or any of the Charged Property on such terms and conditions whether or not
including payment by instalments secured or unsecured as he may think fit;


 


(f)                                    to
redeem any prior encumbrance and settle and pass the accounts of the person
entitled to the prior encumbrance so that any accounts so settled and passed
shall (subject to any manifest error) be conclusive and binding on the Company
and the money so paid shall be deemed to be an expense properly incurred by the
Receiver;


 


(g)                                 to
appoint and discharge employees, officers, managers, agents, professionals and
others for any of the purposes hereof or to guard or protect the Charged
Property upon such terms as to remuneration or otherwise as he may think fit
and to dismiss the same or discharge any persons appointed by the Company;


 


(h)                                 to
settle, refer to arbitration, compromise and arrange any claims, accounts,
disputes, questions and demands with or by any person or body who is or claims
to be a creditor of the Company or relating in any way to the Charged Property
or any part thereof;


 


9

















 


(i)                                     to
bring, prosecute, enforce, defend and discontinue all such actions and
proceedings or submit to arbitration in the name of the Company in relation to
the Charged Property or any part thereof as he shall think fit;


 


(j)                                     to
purchase or acquire any land and purchase, acquire or grant any interest in or
right over land;


 


(k)                                  to
make calls conditionally or unconditionally on the members of the Company in
respect of uncalled capital;


 


(l)                                     to
exercise on behalf of the Company and without the consent of or notice to that
Company all the powers conferred on a landlord or a tenant by the Landlord and
Tenant Acts, the Rent Acts, the Housing Acts or any other legislation from time
to time in force in any relevant jurisdiction relating to rents or agriculture
in respect of any part of the Premises; and


 


(m)                               to do
all such other acts and things (including, without limitation, signing and
executing all documents and deeds) as may be considered by the Receiver to be
incidental or conducive to any of the matters or powers aforesaid or otherwise
incidental or conducive to the preservation, improvement or realisation of the
Charged Property and to use the name of the Company for all the purposes
aforesaid.


 


10.3                           Archbrook
may by written notice remove from time to time any Receiver appointed by it
(subject to the provisions of section 45 of the Insolvency Act 1986 in the
case of an administrative receivership) and, whenever it may deem appropriate,
appoint a new Receiver in the place of any Receiver whose appointment has
terminated, for whatever reason.


 


10.4                           Archbrook
may from time to time fix the remuneration of any Receiver appointed by it.


 


10.5                           If at any
time there is more than one Receiver of all or any part of the Charged
Property, each Receiver may exercise individually all of the powers conferred
on a Receiver under this Deed and to the exclusion of the other Receiver or
Receivers (unless the document appointing such Receiver states otherwise).


 


11                                  Application of moneys


 


11.1                           All
moneys received by Archbrook or any Receiver appointed hereunder shall be
applied in the following order:


 


(a)                                  in
payment of the costs, charges and expenses incurred, and payments made, by
Archbrook and/or any Receiver (including the payment of preferential debts);


 


(b)                                 in
payment of remuneration to the Receiver at such rates as may be agreed between
him and Archbrook at or any time after his appointment;


 


(c)                                  in
or towards satisfaction of the Secured Obligations (in such order as Archbrook
shall require); and


 


10

















 


(d)                                 the
surplus (if any) shall be paid to the Company or other person entitled to it.


 


11.2                           Sections 109(6)
and (8) of the Law of Property Act 1925 shall not apply to a Receiver appointed
under this Deed.


 


11.3                           Subject to
clause 11.1, any moneys received or realised by Archbrook from the Company
or a Receiver under this Deed may be applied by Archbrook to any item of
account or liability or transaction to which they may be applicable in such
order or manner as Archbrook may determine.


 


11.4                           Archbrook
and any Receiver may place and keep (for such time as it shall think prudent)
any money received, recovered or realised pursuant to this Deed in or at a
separate suspense account (bearing interest at normal commercial rates for such
an account) for so long and in such manner as Archbrook may from time to time
determine (to the credit of any of the Company or Archbrook as Archbrook shall
think fit) and the Receiver may retain the same for such period as he and
Archbrook consider expedient without having any obligation to apply the same or
any part thereof in or towards discharge of the Secured Obligations.


 


12                                  Protection of third parties


 


12.1                           No
purchaser from, or other person dealing with, Archbrook and/or any Receiver
shall be obliged or concerned to enquire whether the right of Archbrook or any
Receiver to exercise any of the powers conferred by this Deed has arisen or
become exercisable, or whether any of the Secured Obligations remain
outstanding or be concerned with notice to the contrary, or whether any event
has happened to authorise the Receiver to act or as to the propriety or
validity of the exercise or purported exercise of any such power and the title
of such a purchaser and the position of such a person shall not be impeachable
by reference to any of those matters.


 


12.2                           The receipt
of Archbrook or any Receiver shall be an absolute and a conclusive discharge to
a purchaser and shall relieve him of any obligation to see to the application
of any moneys paid to or by the direction of Archbrook or any Receiver.


 


12.3                           In
clauses 12.1 and 12.2 “purchaser” includes any person acquiring, for money
or money’s worth, any lease of, or Security Interest over, or any other
interest or right whatsoever in relation to, the Charged Property.


 


13                                  Protection of Archbrook and Receiver


 


13.1                           Neither
Archbrook nor any Receiver shall be liable in respect of all or any part of the
Charged Property or for any loss or damage which arises out of the exercise or
the attempted or purported exercise of, or the failure to exercise any of,
their respective powers, unless such loss or damage is caused by its or his
gross negligence or wilful acts of default and recklessness.


 


13.2                           Without
prejudice to the generality of clause 13.1, entry into possession of the
Charged Property shall not render Archbrook or the Receiver liable to account
as mortgagee in


 


11

















 


possession
and if and whenever Archbrook enters into possession of the Charged Property,
it shall be entitled at any time at its discretion to go out of such
possession.


 


14                                  Costs and expenses


 


14.1                           The Company
will fully indemnify Archbrook and any Receiver appointed hereunder on demand
from and against any expense (including legal fees), loss, damage or liability
which Archbrook (or any Receiver) may incur in connection with the negotiation,
preparation, execution, modification, amendment, release and/or enforcement or
attempted enforcement of, or preservation of Archbrook’s (or any Receiver’s)
rights under, this Deed or in relation to any of the Charged Property, including
any present or future stamp or other taxes or duties and any penalties or
interest with respect thereto which may be imposed by any competent
jurisdiction in connection with the execution or enforcement of this Deed or in
consequence of any payment being made pursuant to this Deed (whether made by
the Company or a third person) being impeached or declared void for any reason
whatsoever.


 


14.2                           The amounts
payable under clause 14.1 above shall carry default interest at the
Default Rate as well after as before judgment, from the dates on which they
were paid, incurred or charged by Archbrook or the Receiver (as the case may
be) and shall form part of the Secured Obligations and accordingly be secured
on the Charged Property under the charges contained in this Deed.  All such default interest shall be
compounded on the last day of each month.


 


14.3                           Archbrook
and any Receiver, attorney, agent or other person appointed by Archbrook under
this Deed and the officers and employees of Archbrook (each an Indemnified
Party) shall be entitled to be indemnified out of the Charged Assets
in respect of all costs and losses, which may be incurred by, or made against,
any of them (or by or against any manager, agent, officer or employee for whose
liability, act or omission any of them may be answerable) at any time relating
to or arising out of or as a consequence of:


 


(a)                                  anything
done or omitted in the exercise, or purported exercise, of the powers contained
in this Deed; or


 


(b)                                 any
breach by the Company of any of its obligations under this Deed.


 


15                                  Other security, cumulative powers and avoidance of payments


 


15.1                           This
security is in addition to, and shall neither be merged in, nor in any way
exclude or prejudice or be affected by any other security interest, right of
recourse or other right whatsoever, present or future, (or the invalidity
thereof) which Archbrook may now or at any time hereafter hold or have (or
would apart from this security hold or have) from the Company or any other
person in respect of the Secured Obligations.


 


15.2                           The powers
which this Deed confers on Archbrook and any Receiver appointed hereunder are
cumulative, without prejudice to their respective powers under the general law,
and may be exercised as often as Archbrook or the Receiver thinks appropriate.
Archbrook or the Receiver may, in connection with the exercise of their powers,
join or concur with any person in any transaction, scheme or arrangement
whatsoever.  The Company acknowledges


 


12

















 


that the respective powers of Archbrook and the
Receiver will in no circumstances whatsoever be suspended, waived or otherwise
prejudiced by anything other than an express waiver or variation in writing.


 


15.3                           If
Archbrook reasonably considers that any amount paid by the Company in respect
of the Secured Obligations is capable of being avoided or set aside on the
liquidation or administration of the Company or otherwise, then for the
purposes of this Deed such amount shall not be considered to have been paid.


 


15.4                           Any
settlement or discharge between the Company and Archbrook shall be conditional
upon no security or payment to Archbrook by the Company or any other person
being avoided or set aside or ordered to be refunded or reduced by virtue of
any provision or enactment relating to bankruptcy, insolvency or liquidation
for the time being in force and accordingly (but without limiting the other
rights of Archbrook hereunder) Archbrook shall be entitled to recover from the
Company the value which Archbrook has placed upon such security or the amount
of any such payment as if such settlement or discharge had not occurred.


 


16                                  Notice of subsequent charge


 


If
Archbrook receives notice of any subsequent Security Interest or other interest
affecting all or any of the Charged Property it may open a new account or
accounts for the Company in its books and if it does not do so then (unless it
gives express written notice to the contrary to the Company) as from the time
of receipt of such notice by Archbrook all payments made by the Company to
Archbrook (in the absence of any express appropriation to the contrary) shall
be treated as having been credited to a new account of the Company and not as
having been applied in reduction of the Secured Obligations.


 


17                                  Delegation


 


Archbrook
may delegate by power of attorney or in any other manner all or any of the
powers, authorities and discretions which are for the time being exercisable by
Archbrook under this Deed to any person or persons as it shall think fit.  Any such delegation may be made upon such
terms and conditions (including the power to sub-delegate) as Archbrook may
think fit.  Archbrook will not be liable
or responsible to the Company or any other person for any losses, liabilities
or expenses arising from any act, default, omission or misconduct on the part
of any delegate.


 


18                                  Redemption of prior charges


 


Archbrook
may at any time following the security constituted by this Deed becoming
enforceable redeem any and all prior Security Interests on or relating to the
Charged Property or any part thereof or procure the transfer of such Security
Interests to itself and may settle and pass the accounts of the person or
persons entitled to the prior Security Interests. Any account so settled and
passed shall be conclusive and binding on the Company. The Company will on
demand pay to Archbrook all principal monies, interest, costs, charges,


 


13

















 


losses,
liabilities and reasonable expenses of and incidental to any such redemption or
transfer.


 


19                                  Set-off


 


19.1                           Archbrook
may at any time after the occurrence of an Event of Default which is continuing
(without notice to the Company):


 


(a)                                  set-off
or otherwise apply sums standing to the credit of the Company’s accounts with
Archbrook (irrespective of the terms applicable to such accounts and whether or
not such sums are then due for repayment to Archbrook);


 


(b)                                 set-off
any other obligations (whether or not then due for performance) owed by
Archbrook to the Company,


 


in or towards satisfaction of the Secured Obligations.


 


19.2                           Archbrook
may exercise such rights notwithstanding that the amounts concerned may be
expressed in different currencies and Archbrook is authorised to effect any
necessary conversions at a market rate of exchange selected by it.


 


19.3                           If the
relevant obligation or liability is unliquidated or unascertained Archbrook may
set-off the amount it estimates (in good faith) will be the final amount of
such obligation or liability once it becomes liquidated or ascertained.


 


20                                  Notices


 


20.1                           Any
communications to be made under or in connection with this Deed shall be made
in writing and, unless otherwise stated, may be made by fax and letter.


 


20.2                           The address
and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of the Company and Archbrook for any communication
or document to be made or delivered under or in connection with the this Deed
is:


 


	
   

  	
  (a)

  	
  in the case of the Company:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: c/o
  Dollar Financial UK Limited, Castlebridge Office Village, Kirtley Drive,
  Castle Marina, Nottingham NG7 1LD, UK

  	
   

  
	
   

  	
   

  	
  Fax:  +44 (0) 115 9347444

  	
   

  
	
   

  	
   

  	
  Telephone:
  +44(0)115 9347410

  	
   

  
	
   

  	
   

  	
  Attention:
  Mr Richard Withers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to Hilary B. Miller Esq

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: 112
  Parsonage Road, Greenwich, Connecticut, 06830-3942, USA

  	
   

  
	
   

  	
   

  	
  Fax: +1 914
  206 3727

  	
   

  



 


14

















 


	
   

  	
   

  	
  Telephone:
  +1 203 399 1320

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  in the case of Archbrook:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: 100
  Front Street, Suite 1410, Conshohocken, Pennsylvania 19428-2884, USA

  	
   

  
	
   

  	
   

  	
  Fax: +1 610
  940 4496

  	
   

  
	
   

  	
   

  	
  Telephone:  +1 610 940 4492

  	
   

  
	
   

  	
   

  	
  Attention:  Mr John F McGlinn, II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to Stevens & Lee P.C.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: One
  Glenhardie Corporate Center, 1275 Drummers Lane, Suite 202,

  	
   

  
	
   

  	
   

  	
  PO Box 236,
  Wayne, P.A. 19087-0236, USA

  	
   

  
	
   

  	
   

  	
  Fax: +1 610
  371 7974

  	
   

  
	
   

  	
   

  	
  Telephone:
  +1 610 293 4961

  	
   

  
	
   

  	
   

  	
  Attention:
  Jeffrey P Waldon, Esq,

  	
   

  



 


The
Company or Archbrook may substitute any address or fax number or department or
officer by not less than 7 days’ notice in writing to Archbrook or the Company
respectively.


 


20.3                           Any
communication or document made or delivered by one person to another under or
in connection with the Deed will only be effective:


 


(a)                                  if
by way of fax, when received in legible form; or


 


(b)                                 if by
way of letter, when it has been left at the relevant address or 7 days after
being deposited in the post airmail postage prepaid in an envelope addressed to
it at that address;


 


and, if a particular department or officer is
specified as part of its address details provided under clause 20.2, if
addressed to that department or officer.


 


20.4                           Any
communication or document to be made or delivered to Archbrook will be
effective only when actually received by Archbrook and then only if it is
expressly marked for the attention of the department or officer identified
above (or any substitute department or officer as Archbrook shall specify for
this purpose).


 


20.5                           Any notice
given under or in connection with this Deed must be in English. All other
documents provided under or in connection with the Deed must be in English; or
if not in English, and if so required by Archbrook, accompanied by a certified
English translation and, in this case, the English translation will prevail
unless the document is a constitutional, statutory or other official document.


 


15

















 


21                                  No implied waivers


 


21.1                           No
failure or delay by Archbrook in exercising any right, power or privilege under
this Deed shall operate as a waiver thereof nor shall any single or partial
exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


21.2                           The
rights and remedies of Archbrook provided in this Deed are cumulative and not
exclusive of any rights or remedies provided by law.


 


21.3                           A
waiver given or consent granted by Archbrook under this Deed will be effective
only if given in writing and then only in the instance and for the purpose for
which it is given.


 


22                                  Invalidity of any provision


 


If any
provision of this Deed is or becomes invalid, illegal or unenforceable in any
respect under any law, the validity, legality and enforceability of the
remaining provisions will not be affected or impaired in any way.


 


23                                  Assignment


 


Archbrook
may at any time assign or otherwise transfer all or any part of its rights
under this Deed.


 


24                                  Currency clauses


 


24.1                           All
monies received or held by Archbrook or any Receiver under this Deed may be
converted into such other currency as Archbrook considers necessary or
desirable to cover the obligations and liabilities comprised in the Secured
Obligations in that other currency at National Westminster Bank plc’s spot rate
of exchange then prevailing for purchasing that other currency with the
existing currency.


 


24.2                           No
payment to Archbrook (whether under any judgment or court order or otherwise)
shall discharge the obligation or liability of the Company in respect of which
it was made unless and until Archbrook shall have received payment in full in
the currency in which the obligation or liability was incurred and to the
extent that the amount of any such payment shall on actual conversion into such
currency fall short of such obligation or liability expressed in that currency
Archbrook shall have a further separate cause of action against the Company and
shall be entitled to enforce the security constituted by this Deed to recover
the amount of the shortfall.


 


25                                  Certificates conclusive


 


A
certificate, determination, notification or opinion of Archbrook as to any
amount payable under this Deed will be prima facie evidence thereof except in
the case of manifest error.


 


16

















 


26                                  Counterparts


 


This
Deed may be executed in any number of counterparts and all such counterparts
taken together shall be deemed to constitute one and the same instrument.


 


27                                  Contracts (Rights of Third Parties) Act 1999


 


A
person who is not a party to this Deed has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Deed.  This does not affect any right or remedy of
a third party which exists or is available apart from that Act.


 


28                                  Governing law and Jurisdiction


 


28.1                           Applicable
Law


 


This
Deed (and any dispute, proceedings or claims of whatever nature arising out of
or in any way relating to this Deed) shall be governed by and construed in all
respects in accordance with English law.


 


28.2                           Jurisdiction


 


For the
exclusive benefit of Archbrook the Company irrevocably agrees that the courts
of England are to have non-exclusive jurisdiction to hear and settle any
proceedings.  The Company further
agrees, for the benefit of Archbrook, that Archbrook shall also have the right
to take proceedings against the Company in any competent court of any other
competent jurisdiction (including, without limitation, the courts of
Pennsylvania state and the Federal Courts of the U.S.A.) and the Company
submits to the non-exclusive jurisdiction of each such court.


 


28.3                           Enforcement


 


The
Company irrevocably agrees that a judgement in any proceedings brought in any
competent court shall be conclusive and binding upon the Company and may be
enforced, whether against property, assets or otherwise howsoever, in the
courts of any other jurisdiction.


 


28.4                           Waiver
of rights


 


The
Company irrevocably waives any right it may have to the trial by jury of such
proceedings, any objection which it may have from time to time to the
commencement or the venue of any proceedings in any such court as is referred
to in this clause 28 (Governing law and Jurisdiction) any claim that any such
proceedings have been brought in any inconvenient forum and any objection to
the giving of any relief or the issue of any process in connection with such
proceedings.


 


17

















 


IN WITNESS whereof this Deed has been duly executed the day and year first
before written.


 


18

















 


SIGNATORIES TO THE DEBENTURE


 


	
  The
  Company

  	
   

  	
   

  
	
  Signed as a deed
  and delivered by INSTANT

  	
  )

  	
   

  	
   

  	
   

  
	
  CASH LOANS LIMITED
  acting by a director

  	
  )

  	
  Director

  
	
  and its
  secretary or by two directors)

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
  Secretary or
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Archbrook

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  by                     (Authorised
  Signatory) )

  	
   

  	
   

  
	
  for and on
  behalf of ARCHBROOK               )

  	
   

  	
   

  
	
  HOLDINGS INTERNATIONAL
  LLC        )

  	
   

  	
   

  
						



 


19

















 


EXHIBIT B


 


FORM OF POWER OF ATTORNEY


 


THIS POWER OF ATTORNEY
is made as of the 15th day of  November,
2002


 


BY:


 


(1) INSTANT CASH LOANS LIMITED whose registered
office is at 42 Alie Street, London E1 8DA (“ICLL”);


 


in favour of


 


(2) ARCHBROOK HOLDINGS INTERNATIONAL LLC
a Pennsylvania limited liability company whose registered office is at 100
front Street, Suite 1400, West Conshohocken, Pennsylvania  19428-2884 (“Archbrook”).


 


NOW THIS DEED WITNESSES:


 


1              ICLL
hereby irrevocably and unconditionally appoints Archbrook as ICLL’s lawful
attorney with full power of substitution for ICLL and in its name and on its
behalf and as its act and deed to execute, seal and deliver and otherwise
perfect the assignment of certain short term consumer loans agreed to be
assigned to Archbrook under any agreement between ICLL and Archbrook and/or
facilitate the exercise by Archbrook of its rights under any such agreement.


 


2                                          ICLL
hereby agrees at all times to ratify and confirm whatsoever any act, matter or
deed its attorney shall lawfully do or cause to be done under or pursuant to
this Power of Attorney.


 


3                                          ICLL
hereby declares that, this Power of Attorney having been given for security
purposes and to secure a continuing obligation, the powers hereby created shall
be irrevocable.


 


4              This
deed shall be governed by and construed in accordance with English law.


 


IN WITNESS whereof ICLL
has caused this deed to be executed on its behalf the day and year first before
written.


 


	
  Executed as a
  deed (but not delivered until

  	
   

  	
   

  
	
  the day and year
  first before written) by

  	
   

  	
   

  
	
  INSTANT CASH 
  LOANS LIMITED

  	
   

  	
   

  
	
  acting by two
  directors or one director and the

  	
   

  	
   

  
	
  company
  secretary

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director/Secretary

  	
   

  



 


20

















 


EXHIBIT C


 


 


FORM OF ASSIGNMENT


 


THIS ASSIGNMENT is made the
         day of
                      ,
200   , BETWEEN:


 


(1) INSTANT CASH LOANS LIMITED
whose
registered office is at                                  
(the “Transferor”); and


 


(2) ARCHBROOK HOLDINGS
INTERNATIONAL INC a company registered in Pennsylvania in the USA whose registered office
is at
                                          (the
“Transferee”).


 


Whereas:


 


The Transferor has agreed to assign to the Transferee the loan contracts
set out in Schedule 1 (“the Loan Contracts”).


 


NOW This Deed WITNESSETH as follows:


 


1.             In consideration of
the sum of £1 the Transferor hereby conveys, transfers and assigns with full
title guarantee with effect from and including the date of this Assignment
subject to subsisting rights of redemption (or cesser) (if any) to the
Transferee absolutely all its right, title, interest and benefit (both present
and future) in and under the Loan Contracts and each of them including without
limitation:


 


(a) all rights which the Transferor has to demand, sue
for, recover, receive and give receipts for all principal moneys payable or to
become payable under the Loan Contracts and the interest and all other amounts
due or to become due thereon; and


 


(b) the benefit of all securities for all principal
moneys and interest payable under the Loan Contracts (including without
limitation any guarantees), the benefit of and the right to sue on all
covenants with and obligations in favour of the Transferor in each Loan
Contract including covenants and obligations on the part of sureties and the
right to exercise all powers of the Transferor in relation to each Loan
Contract.


 


TO HOLD the same unto the Transferee absolutely


 


2.                                       This Deed shall be governed by and
construed in accordance with English Law.


 


IN WITNESS whereof the Transferor has caused
this Assignment to be executed and delivered on the day and year first before
written.


 


	
  Executed and delivered as a deed by

  	
  )

  	
   

  	
   

  
	
  Instant Cash Loans Limited acting

  	
  )

  	
  Director

  
	
  by two directors or by one director

  	
  )

  	
   

  	
   

  
	
  and the secretary

  	
  )

  	
  Director/Secretary

  



 


21