Filed by sedaredgar.com - EV Transportation, Inc. - Exhibit 10.1







	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


          THIS
LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of
09/05/2008, by and between TOYOTA MOTOR CREDIT CORPORATION
(“Lender”) and EV RENTAL CARS, LLC, a
CALIFORNIA CORPORATION (“Borrower”).

          Borrower
is desirous of obtaining a loan from Lender and Lender is willing to make the
loan to Borrower upon the terms and conditions set forth herein.

         
Capitalized terms used herein without definition shall have the meanings
assigned to them in Schedule A attached hereto and, for purposes of this
Agreement and the other Loan Documents, the rules of construction set forth in
Schedule A shall govern.

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

1. ADVANCE OF LOAN.

          (a)
The Loan. On the terms and conditions hereinafter set forth, the parties
agree that Lender shall lend to Borrower certain sums not to exceed
$750.000.00 (the “Maximum Amount”) in the aggregate (the
“Loan”). Time is of the essence.

          (b)
Promissory Note. The obligation to repay the Loan hereunder shall be
evidenced by one or more promissory notes payable by Borrower to the order of
Lender (hereinafter collectively referred to as the “Promissory
Note”).

          (c)
Expiration of Commitment. The obligation of Lender to make the Loan
herein shall expire on the first anniversary of the date hereof unless extended
by Lender; provided, however, that such obligation shall terminate (at Lender’s
option) upon the occurrence of any Default or of any event which, with the
giving of notice or lapse of time, or both, would become a Default
hereunder.

          (d)
Single Loan. The Loan and all of the other Obligations of Borrower to
Lender shall constitute one general obligation of Borrower secured by all of the
Collateral.

2. PAYMENTS AND PREPAYMENT OF LOAN.

          (a)
Payment. On each Payment Date, Borrower shall pay the aggregate payments
owed (inclusive of interest) with respect to the Loan as set forth in the
Promissory Note; provided, however, on the Stated Maturity Date or date of
acceleration of the Loan, Borrower shall repay in full the aggregate of then
outstanding payoff amount (inclusive of interest) of the Loan and all other
amounts owed hereunder and under each Loan Document related to the Loan.

          (b)
Prepayment. (i) If an item of Collateral is lost, stolen or destroyed
beyond repair (a “Casualty”), on the next Payment Date after the
Casualty, Borrower shall prepay the Loan in the amount of the then outstanding
payoff with respect to such item of Collateral. No prepayment fee shall be
required in connection with any such prepayment. (ii) Borrower shall have the
right, upon thirty (30) days’ prior written notice to Lender, to prepay the
Loan. If Borrower exercises its right of prepayment, Borrower shall pay to
Lender the outstanding payoff amount (inclusive of interest) of the Loan and all
other amounts owed under any Loan Document, none of which shall be
refundable.

          (c)
Acceleration. Upon any acceleration of the Loan pursuant to this
Agreement or any other Loan Document, Borrower shall immediately repay all (or
if only a portion is accelerated thereunder, such portion of) the Loan then
outstanding (inclusive of interest) plus all other amounts owed under the Loan
Documents. 

          (d)
Interest. Borrower shall pay interest to Lender on the Loan at a fixed
rate or floating rate, as specified in the applicable Promissory Note (the
“Loan Rate”). In no event will Lender charge interest at a rate that
exceeds the highest rate of interest permissible under any law that a court of
competent jurisdiction shall, in a final determination, deem applicable.

          (e)
Default Rate. Effective upon the occurrence of any Default and for so
long as any Default shall be continuing, the Loan Rate shall automatically be
increased by two (2) percent per annum (such increased rate, the “Default
Rate”), and all outstanding Obligations, including unpaid interest, shall
continue to accrue interest from the date 

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	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


of such Default at the Default Rate applicable to such
Obligations. Interest on any overdue payment shall be due and payable at the
Default Rate.

          (f)
Payment Date. If any payment to Lender under this Agreement becomes due
and payable on a day other than a Business Day, such Payment Date shall be
extended to the next succeeding Business Day (unless such next succeeding
Business Day is in the next calendar month, in which case such payment date
shall be the immediately preceding Business Day).

          (g)
Payment Method. Borrower shall make each payment under this Agreement
without set-off, counterclaim or deduction and free and clear of all Taxes not
later than 12:00 Noon, Pacific time, on the day when due in lawful money of the
United States of America. If Borrower shall be required by law to deduct any
Taxes from any payment to Lender under any Loan Document, then the amount
payable to Lender shall be increased so that, after making all required
deductions, Lender receives an amount equal to that which it could have received
had no such deductions been made. For purposes of computing interest and fees,
any payments received after 12:00 Noon, Pacific time, shall be deemed received
by Lender on the next Business Day.

          (h)
Application of Payments. Borrower irrevocably agrees that Lender shall
have the continuing and exclusive right to apply any and all payments against
the then due and payable Obligations in such order as Lender may deem advisable.
Lender is authorized to, and at its option may (without prior notice or
precondition and at any time or times), but shall not be obligated to, make or
cause to be made advances on behalf of Borrower for: (1) payment of all fees,
expenses, indemnities, charges, costs, principal, interest, or other Obligations
owing by Borrower under this Agreement or any of the other Loan Documents, (2)
the payment, performance or satisfaction of any of Borrower’s obligations with
respect to preservation of the Collateral, or (3) any premium in whole or in
part required in respect of any of the policies of insurance required by this
Agreement, even if the making of any such advance causes the outstanding balance
of the Loan to exceed the Maximum Amount and Borrower agrees to repay
immediately, in cash, any amount by which the Loan exceeds the Maximum
Amount.

3. SECURITY. As security for the payment as and when due
of the indebtedness of Borrower to Lender hereunder and under the Promissory
Note (and any renewals, extensions and modifications thereof) and under any
other agreement or instrument, both now in existence and hereafter created (as
the same may be renewed, extended or modified), and the performance as and when
due of all other Obligations of Borrower to Lender, both now in existence and
hereafter created (as the same may be renewed, extended or modified), Borrower
hereby grants to Lender a purchase money security interest in the motor
vehicles, equipment or any other collateral described on the collateral
schedule(s) (hereinafter collectively referred to as the “Collateral
Schedule”) now or hereafter executed in connection with the Promissory Note,
and all replacements, substitutions and exchanges therefor and thereof and
accessions thereto and any and all insurance and/or other proceeds thereof
(collectively, the “Collateral”). Borrower agrees that, with respect to the
Collateral, Lender shall have all of the rights and remedies of a secured party
under the UCC. Borrower hereby authorizes Lender to file UCC financing
statements (“UCC Statements”) describing the Collateral. Without Lender’s prior
written consent, Borrower agrees not to file any corrective or termination
statements or partial releases with respect to any UCC Statements filed by
Lender pursuant to this Agreement.

4. CONDITIONS PRECEDENT TO LENDER’S OBLIGATION. The
obligation of Lender to make the Loan as set forth in Section 1 hereof is
expressly conditioned upon compliance by Borrower, to the reasonable
satisfaction of Lender and its counsel, of the following conditions
precedent:

          (a)
Initial Advance. Concurrently with the execution hereof, or on or prior
to the first date on which Lender is to advance the Loan hereunder, if requested
by Lender, Borrower shall cause to be provided the following:

          (1)
Resolutions of either the Board of Directors or other managing body or validly
authorized Executive Committee of Borrower consistent with Borrower’s form of
organization, certified by the Secretary, Assistant Secretary or other duly
authorized officer, member or partner of Borrower, duly authorizing the
borrowing of funds hereunder and the execution, delivery and performance of this
Agreement, the Promissory Note and all related instruments and documents.

          (2) An
Agreement of Guaranty, in form and substance acceptable to Lender in its sole
discretion, (hereinafter referred to as the “Guaranty”) duly executed by
or on behalf of the Lender-approved guarantor(s) (hereinafter referred to as
“Guarantor”).

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	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


          (3)
Resolutions of the Board of Directors or other managing body or validly
authorized Executive Committee of Guarantor consistent with Guarantor’s form of
organization, certified by the Secretary or an Assistant Secretary other duly
authorized officer, member or partner of Guarantor, duly authorizing the
undertaking to guarantee Borrower’s obligations hereunder and the execution,
delivery and performance of the Guaranty.

          (b)
Each Subsequent Advance. On each date on which Lender is to advance funds
hereunder,

          (1)
Borrower shall cause to be provided to Lender (i) a Promissory Note in the
amount of the Loan to be advanced on such date, duly executed on behalf of
Borrower, pursuant to Section 1 hereof, (ii) a Collateral Schedule describing
the Collateral to which such advance of the Loan relates, and (iii) if requested
by Lender, the following: (A) a certificate executed by the Secretary or an
Assistant Secretary or other duly authorized officer, member or partner of
Borrower, certifying that the representations and warranties of Borrower
contained herein remain true and correct as of such date, and that no Default or
event which, with the giving of notice or the lapse of time, or both, would
become a Default hereunder, has then occurred, (B) evidence satisfactory to
Lender as to due compliance with the insurance provisions of Section 6(f)
hereof, (c) photocopies of the invoice(s) or other evidence reasonably
satisfactory to Lender and its counsel, related to the acquisition cost of the
Collateral to which such advance of the Loan relates, and. (D) if applicable,
such documents and instruments as reasonably may be required by Lender to note
Lender as the registered lienholder on the certificate of title (the “Title
Lien Notation Documents”) with respect to the Collateral to which such
advance of the Loan relates.

          (2) Such
filings shall have been made and other actions taken as reasonably may be
required by Lender and its counsel to perfect a valid, first priority purchase
money security interest granted by Borrower to Lender with respect to the
Collateral.

          (3) No
Default or event which, with the giving of notice or lapse of time, or both,
would become a Default hereunder shall have occurred.

          (4) No
event shall have occurred which could have a Material Adverse Effect.

5. REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents and warrants that:

          (a)
Business Existence. Borrower has the form of business organization, and
is and will remain duly organized and validly existing in good standing under
the laws of the jurisdiction, specified below the signature of Borrower.
Borrower is duly qualified and authorized to transact business and is in good
standing wherever necessary to perform its obligations under the Loan Documents,
including each jurisdiction in which the Collateral is to be located.

          (b)
Requisite Power and Authority. Borrower has the requisite power and
authority to own or hold under lease its properties and to enter into and
perform its obligations hereunder: and the borrowing hereunder by Borrower from
Lender, the granting herein of the security interest in the Collateral, the
execution, delivery and performance of the Loan Documents, (1) have been duly
authorized by all necessary action consistent with Borrower’s form of
organization: (2) do not require any approval or consent of any stockholder,
member, partner, trustee or holders of any indebtedness or obligations of
Borrower except such as have been duly obtained: and (3) do not and will not
contravene any law, governmental rule, regulation or order now binding on
Borrower, or the organizational documents of Borrower, or contravene the
provisions of, or constitute a default under, or result in the creation of any
Lien or encumbrance upon the property of Borrower under any agreement to which
Borrower is a party or by which it or its property is bound.

          (c)
No Consents or Approvals. Neither the execution and delivery by Borrower
of the Loan Documents, nor the consummation of any of the transactions by
Borrower contemplated hereby or thereby, requires the consent or approval of,
the giving of notice to, the registration with, or the taking of any other
action in respect of, any Federal, state or foreign governmental authority or
agency, except as provided herein.

          (d)
Enforceability. This Agreement constitutes, and all other Loan Documents
when entered into will constitute, the legal, valid and binding obligation of
Borrower enforceable against Borrower in accordance with the terms hereof and
thereof, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or affecting the
enforcement of creditors’ rights generally, and by applicable laws (including
any applicable common law and equity) and judicial decisions which may affect
the remedies provided herein and therein.

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	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


          (e)
Litigation. There are no pending or threatened actions or proceedings to
which Borrower is a party, and there are no other pending or threatened actions
or proceedings of which Borrower has knowledge, before any court, arbitrator or
administrative agency, which, either individually or in the aggregate, would
have a Material Adverse Effect. Further, Borrower is not in default under any
material obligation for the payment of borrowed money, for the deferred purchase
price of property or for the payment of any rent which, either individually or
in the aggregate, would have a Material Adverse Effect.

          (f)
Not Real Property Fixtures. Under the laws of the state(s) in which the
Collateral is to be located, the Collateral consists solely of personal property
and not fixtures.

          (g)
Validity and Priority of Security Interest. Upon payment in full of the
acquisition cost of the Collateral, Borrower will have good and marketable title
to the Collateral, free and clear of all Liens and encumbrances (excepting only
the Lien of Lender). Upon the last to occur of: (1) delivery of an item of
Collateral, (2) payment to the vendor of the acquisition cost of such item of
the Collateral, (3) advance by Lender to Borrower of the Loan relating to such
item of the Collateral, (4) filing in the appropriate public office of a UCC
financing statement naming Borrower as debtor, and Lender as secured party, and
describing such item of the Collateral, and (5) if applicable, filing in the
appropriate public office of the Title Lien Notation Documents with respect to
such Collateral, Lender will have a valid, perfected, first priority purchase
money security interest in such item of the Collateral.

          (h)
Financial Statements. The financial statements of Borrower (copies of
which have been furnished to Lender) have been prepared in accordance with GAAP,
and fairly present Borrower’s financial condition and the results of Borrower’s
operations as of the date of and for the period covered by such statements, and
since the date of such statements there has been no Material Adverse Effect on
such conditions or operations.

          (i)
Tax Returns and Payments. Borrower has filed or has caused to have been
filed all federal, state and local tax returns which, to the knowledge of
Borrower, are required to be filed, and has paid or caused to have been paid all
taxes as shown on such returns or on any assessment received by it, to the
extent that such taxes have become due, unless and to the extent only that such
taxes, assessments and governmental charges are currently contested in good
faith and by appropriate proceedings by Borrower and adequate reserves therefor
have been established as required under GAAP. To the extent Borrower believes it
advisable to do so, Borrower has set up reserves which are believed by Borrower
to be adequate for the payment of additional taxes for years which have not been
audited by the respective tax authorities.

          (j)
No Violation of Law. Borrower is not in violation of any law, ordinance,
governmental rule or regulation to which it is subject and the violation of
which would have a Material Adverse Effect, and Borrower has obtained any and
all licenses, permits, franchises or other governmental authorizations necessary
for the ownership of its properties and the conduct of its business.

          (k)
Use of Proceeds. None of the proceeds of the Loan will be used, directly
or indirectly, by Borrower for the purpose of purchasing or carrying, or for the
purpose of reducing or retiring any indebtedness which was originally incurred
to purchase or carry, any “margin security” or “margin stock” within the meaning
of Regulation U (12 CFR Part 221), of the Board of Governors of the Federal
Reserve System (herein called “margin security” and “margin stock”) or for any
other purpose which might make the transactions contemplated herein a “purpose
credit” within the meaning of Regulation U, or cause this Agreement to violate
any other regulation of the Board of Governors of the Federal Reserve System or
the Securities Exchange Act of 1934 or the Small Business Investment Act of
1958, as amended, or any rules or regulations promulgated under any of such
statutes.

          (I)
Business Information. The legal name, jurisdiction of organization,
Federal Employer Identification Number and Organizational Number of Borrower,
specified on the signature page hereof, are true and correct. Within the
previous six (6) years, Borrower has not changed its name, done business under
any other name, or merged or been the surviving entity of any merger, except as
disclosed to Lender in writing.

          (m)
ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other existing ERISA Events, could reasonably
be expected to result in a liability of Borrower of more than the Minimum
Actionable Amount. The present value of all accumulated benefit obligations of
Borrower under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by more than the Minimum Actionable
Amount, and the present value of all accumulated benefit obligations of all
underfunded Plans 

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	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


(based on the assumptions used for purposes of Statement of
Financial Account Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of such underfunded Plans by more than the Minimum Actionable Amount.
Neither Borrower nor any ERISA Affiliate has incurred or reasonably expects to
incur any Withdrawal Liability in excess of the Minimum Actionable Amount.

          (n)
Full Disclosure. No information contained in any Loan Document, the
financial statements or any written statement furnished by or on behalf of
Borrower under any Loan Document, or to induce Lender to execute the Loan
Documents, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made.

6. COVENANTS OF BORROWER. Borrower covenants and agrees
as follows:

          (a)
Application of Proceeds. The proceeds of the Loan will be used
exclusively for business or commercial purposes to finance the acquisition of
the Collateral and/or to reimburse Borrower with respect to the acquisition cost
of the Collateral.

          (b)
Use of Collateral. Borrower shall use the Collateral solely in the
Continental United States and in the conduct of its business and in a careful
and proper manner; shall not permanently discontinue use of the Collateral; and
shall provide written notice to Lender not less than thirty (30) days after any
change of the location of any item of the Collateral (or the location of the
principal garage of any item of the Collateral, to the extent that such item is
mobile equipment) as specified on the applicable Collateral Schedule.

          (c)
Titling and Registration; No Sale or Further Encumbrance. Borrower shall
cause the Collateral to be titled in the name of Borrower and shall deliver to
Lender the original certificate of title with respect to the Collateral,
promptly upon receipt thereof. If applicable, Borrower shall cause the
Collateral to be registered in the name of Borrower, and shall take all actions
as reasonably may be required to maintain such registration of the Collateral in
the name of Borrower. Borrower shall not dispose of or further encumber its
interest in the Collateral without the prior written consent of Lender. Borrower
shall maintain the Collateral free from all claims, Liens and legal processes of
creditors of Borrower other than Liens (1) for fees, taxes, or other
governmental charges of any kind which are not yet delinquent or are being
contested in good faith by appropriate proceedings which suspend the collection
thereof (provided, however, that such proceedings do not involve any substantial
danger of the sale, forfeiture or loss of the Collateral or any interest
therein); (2) Liens of mechanics, materialmen, laborers, employees or suppliers
and similar Liens arising by operation of law incurred by Borrower in the
ordinary course of business for sums that are not yet delinquent or are being
contested in good faith by negotiations or by appropriate proceedings which
suspend the collection thereof (provided, however, that such contest does not
involve any substantial danger of the sale, forfeiture or loss of the Collateral
or any interest therein); and (3) Liens arising out of any judgments or awards
against Borrower which have been adequately bonded to protect Lender’s interests
or with respect to which a stay of execution has been obtained pending an appeal
or a proceeding for review (“Permitted Liens”). Borrower shall notify
Lender immediately upon receipt of notice of any Lien, attachment or judicial
proceeding affecting the Collateral in whole or in part.

          (d)
Fees and Taxes. Borrower, at its own expense, will pay or cause to be
paid all taxes and fees relating to the ownership and use of the Collateral and
will keep and maintain, or cause to be kept and maintained, the Collateral in
accordance with the manufacturer’s recommended specifications, and in as good
operating condition as on the date of execution hereof (or on the date on which
acquired, if such date is subsequent to the date of execution hereof), ordinary
wear and tear resulting from proper use thereof alone excepted, and will provide
all maintenance and service and make all repairs necessary for such purpose. In
addition, if any parts or accessories forming part of the Collateral shall from
time to time become worn out, lost, destroyed, damaged beyond repair or
otherwise permanently rendered unfit for use, Borrower, at its own expense, will
within a reasonable time replace such parts or accessories or cause the same to
be replaced, with replacement parts or accessories which are free and clear of
all Liens, encumbrances or rights of others and have a value and utility at
least equal to the parts or accessories replaced. All accessories, parts and
replacements for or which are added to or become attached to the Collateral
shall immediately be deemed incorporated in the Collateral and subject to the
security interest granted by Borrower herein. Upon reasonable advance notice,
Lender shall have the right to inspect the Collateral and all maintenance
records thereto, if any, at any reasonable time.

          (e)
Indemnification. Borrower shall indemnify (on an after-tax basis) and
defend Lender, its successors and assigns, and their respective directors,
officers and employees, from and against any and all claims, actions and suits
of any kind, nature or description whatsoever arising, directly or indirectly,
in connection with any of the Collateral (other than such as may result from the
gross negligence or willful misconduct of Lender, its successors and assigns,
and their

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	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


respective directors, officers and employees). The obligations
of Borrower under this Section 6(e) shall survive the expiration of the term of
this Agreement.

          (f)
Insurance. At its own expense, Borrower shall keep the Collateral or
cause it to be kept insured for comprehensive and collision coverage (if
applicable) and against loss or damage due to fire and the risks normally
included in extended coverage, malicious mischief and vandalism, for the full
replacement value thereof. All insurance for loss or damage shall provide that
losses, if any, shall be payable to Lender. The proceeds of such insurance
payable as a result of loss of or damage to the Collateral shall be applied, at
Lender’s option, (x) toward the replacement, restoration or repair of the
Collateral which may be lost, stolen, destroyed or damaged, or (y) toward
payment of the balance outstanding on the Promissory Note or the Obligations. In
addition, Borrower shall also carry public liability insurance, both personal
injury and property damage. All insurance required hereunder shall be in form
and amount and with companies satisfactory to Lender. Borrower shall pay or
cause to be paid the premiums therefor and deliver to Lender evidence
satisfactory to Lender of such insurance coverage. Borrower shall cause to be
provided to Lender, prior to the scheduled expiration or lapse of such insurance
coverage, evidence satisfactory to Lender of renewal or replacement coverage.
Each insurer shall agree, by endorsement upon the policy or policies issued by
it, or by independent instrument furnished to Lender, that (1) it will give
Lender thirty (30) days’ prior written notice of the effective date of any
material alteration or cancellation of such policy; and (2) insurance as to the
interest of any named loss payee other than Borrower shall not be invalidated by
any actions, inactions, breach of warranty or conditions or negligence of
Borrower with respect to such policy or policies.

          (g)
Further Assurances. Borrower shall promptly and duly execute and deliver
to Lender such further documents, instruments and assurances and take such
further action as Lender may from time to time reasonably request in order to
carry out the intent and purpose of this Agreement and to establish and protect
the rights and remedies created or intended to be created in favor of Lender
hereunder; including, without limitation, the execution and delivery of any
document reasonably required, and payment of all necessary costs to record such
documents (including payment of any documentary or stamp tax), to perfect and
maintain perfected the security interest granted under this Agreement.

          (h)
Notices to Lender. Borrower shall provide written notice to Lender: (1)
not less than thirty (30) days prior to any contemplated change in the name, the
jurisdiction of organization, or address of the chief executive office, of
Borrower or of Borrower’s organizational structure such that a filed financing
statement would become seriously misleading (within the meaning of the UCC); and
(2) promptly upon the occurrence of any event which constitutes a Default (as
hereinafter defined) hereunder or which, with the giving of notice, lapse of
time or both, would constitute a Default hereunder.

          (i)
Delivery of Financial Information. Borrower shall furnish Lender (1)
within one hundred twenty (120) days after the end of each fiscal year of
Borrower, its balance sheet as at the end of such year, and the related
statement of income and statement of changes in financial position for such
fiscal year, prepared in accordance with GAAP, all in reasonable detail and
certified by independent certified public accountants of recognized standing
selected by Borrower and reasonably acceptable to Lender; (2) within sixty (60)
days after the end of each quarter of Borrower’s fiscal year, its balance sheet
as at the end of such quarter and the related statement of income and statement
of changes in financial position for such quarter, prepared in accordance with
GAAP; and (3) within thirty (30) days after the date on which they are filed,
all reports, forms and other filings required to be made by Borrower to the
Securities and Exchange Commission, if any.

          (j)
Notice of Bankruptcy. Borrower shall provide written notice to Lender of
the commencement of proceedings under the Federal bankruptcy laws or other
insolvency laws (as now or hereafter in effect) involving Borrower as a
debtor.

          (k)
Bank Secrecy Act, etc. (1) Borrower has been advised by Lender that the
USA Patriot Act establishes minimum standards of account information to be
collected and maintained by Lender, and that to help the government fight the
funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify and record information that identifies
each person who opens an account; and specifically, this means that when
Borrower executes this Agreement, Lender may ask for Borrower’s name and
address, the date of birth of the officers executing this Agreement, and other
information that will allow Lender to identify Borrower; and that Lender may
also ask to see the driver’s license or other identifying documents of the
officers of Borrower executing this Agreement. (2) Borrower is and will remain
in full compliance with all Applicable Laws including, without limitation, (i)
ensuring that no Person who owns a controlling interest in or otherwise controls
Borrower is or shall be (A) listed on the Specially Designated Nationals and
Blocked Person List maintained by the Office of Foreign Assets Control
(“OFAC”), Department of the Treasury, and/or any other similar lists
maintained by OFAC pursuant to any authorizing statute, Executive Order or
regulation, or (B) a Person 

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	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


designated under Sections 1(b), (c) or (d) of Executive Order
No. 13224 (September 23, 2001), any related enabling legislation or any other
similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy
Act (“BSA”) laws, regulations and government guidance on BSA compliance
and on the prevention and detection of money laundering violations.

7. DEFAULT. A default shall be deemed to have occurred
hereunder (“Default”) upon the occurrence of any of the following: (a)
non-payment of an installment of principal and/or interest due under the
Promissory Note on the applicable payment date; (b) non-payment of any other
Obligation within five (5) days after it is due; (c) failure to maintain, use or
operate the Collateral in compliance with Applicable Law; (d) failure to obtain,
maintain and comply with all of the insurance coverages required under this
Agreement; (e) any transfer or encumbrance, or the existence of any Lien, that
is prohibited by this Agreement; (f) a payment or other default by Borrower or
its Affiliates under any loan, lease, guaranty or other financial obligation to
Lender or its Affiliates which default entitles the other party to such
obligation to exercise remedies; (g) a payment or other default by Borrower or
its Affiliates under any material loan, lease, guaranty or other material
financial obligation to any third party which default has been declared; (h) an
inaccuracy in any representation or breach of warranty by Borrower (including
any false or misleading representation or warranty) in any financial statement
or Loan Document, including any omission of any substantial contingent or
unliquidated liability or claim against Borrower; (i) the failure by Borrower
generally to pay its debts as they become due or its admission in writing of its
inability to pay the same, or the commencement of any bankruptcy, insolvency,
receivership or similar proceeding by or against Borrower or any of its
properties or business (unless, if involuntary, the proceeding is dismissed
within sixty (60) days of the filing thereof) or the rejection of this Agreement
or any other Loan Document in any such proceeding; (j) Borrower shall (1) enter
into any transaction of merger or consolidation where Borrower is not the
surviving entity (such actions being referred to as an “Event”), unless the
surviving entity is organized and existing under the Laws of the United States
or any state, and prior to such Event: (A) such Person executes and delivers to
Lender (x) an agreement satisfactory to Lender, in its sole discretion,
containing such Person’s effective assumption, and its agreement to pay,
perform, comply with and otherwise be liable for, in a due and punctual manner,
all of Borrower’s Obligations having previously arisen, or then or thereafter
arising, under any and all of the Loan Documents, and (y) any and all other
documents, agreements, instruments, certificates, opinions and filings requested
by Lender; and (B) Lender is satisfied as to the creditworthiness of such
Person, and as to such Person’s conformance to the other standard criteria then
used by Lender when approving transactions similar to the transactions
contemplated in this Agreement; (2) cease to do business as a going concern,
liquidate, or dissolve; or (3) sell, transfer, or otherwise dispose of all or
substantially all of its assets or property; (k) effective control of Borrower’s
voting capital stock/membership interests/partnership interests, issued and
outstanding from time to time, is not retained by the present holders (unless
Borrower shall have provided thirty (30) days’ prior written notice to Lender of
the proposed disposition and Lender shall have consented thereto in writing);
(I) there occurs a default or anticipatory repudiation under any guaranty
executed in connection with this Agreement; (m) breach by Borrower of Section
6(k) of this Agreement; or (n) breach by Borrower of any other covenant,
condition or agreement (other than those in items (a)-(m)) under this Agreement
or any of the other Loan Documents that continues for thirty (30) days after
Lender’s written notice to Borrower (but such notice and cure period will not be
applicable unless such breach is curable by practical means within such notice
period).

The occurrence of a Default with respect to any Promissory Note
shall, at the sole discretion of Lender (as set forth in a written declaration
to Borrower), constitute a Default with respect to any or all of the other
Promissory Notes. Notwithstanding anything to the contrary set forth herein,
Lender or its assignee(s) (as applicable) may exercise all rights and remedies
hereunder or under a Promissory Note independently with respect to each
Promissory Note and/or with respect to the Collateral collateralizing such
Promissory Note.

8. REMEDIES. Upon the occurrence of a Default hereunder,
Lender may, at its option, declare this Agreement to be in default with respect
to any or all of the Promissory Notes, and at any time thereafter may do any one
or more of the following, all of which are hereby authorized by Borrower:

          (a)
Rights Under UCC. Exercise any and all rights and remedies of a secured
party under the UCC in effect in any applicable jurisdiction at the date of this
Agreement and in addition to those rights, at its sole discretion, may require
Borrower (at Borrower’s sole expense) to forward promptly any or all of the
Collateral to Lender at such location as shall reasonably be required by Lender,
or enter upon the premises where any such Collateral is located (without
obligation for rent) and take immediate possession of and remove the Collateral
by summary proceedings or otherwise, all without liability from Lender to
Borrower for or by reason of such entry or taking of possession, whether for the
restoration of damage to property caused by such taking or otherwise.

Page 7 of 10





	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


          (b)
Disposition of Collateral. Subject to any right of Borrower to redeem the
Collateral, sell, lease or otherwise dispose of any or all of the Collateral in
a commercially reasonable manner at public or private sale with notice to
Borrower (the parties agreeing that ten (10) days’ prior written notice shall
constitute adequate notice of such sale) at such price as it may deem best, for
cash, credit, or otherwise, with the right of Lender to purchase and apply the
proceeds:

         
First, to the payment of all expenses and charges, including the expenses
of any sale, lease or other disposition, the expenses of any taking, attorneys’
fees, court costs and any other expenses incurred or advances made by Lender in
the protection of its rights or the pursuance of its remedies, and to provide
adequate indemnity to Lender against all taxes and Liens which by law have, or
may have, priority over the rights of Lender to the monies so received by
Lender;

         
Second, to the payment of the Obligations; and

         
Third, to the payment of any surplus thereafter remaining to Borrower or
to whosoever may be entitled thereto;

          and in
the event that the proceeds are insufficient to pay the amounts specified in
clauses “First” and Second” above, Lender may collect such deficiency from
Borrower.

          (c)
Other Rights and Remedies. Lender may exercise any other right or remedy
available to it under this Agreement, the Promissory Note, any guaranty hereof
or Applicable Law, or proceed by appropriate court action to enforce the terms
hereof or to recover damages for the breach hereof or to rescind this Agreement
in whole or in part.

          (d)
Costs and Expenses: No Remedy Exclusive. In addition, Borrower shall be
liable for any and all unpaid additional sums due hereunder or under the
Promissory Note, before, after or during the exercise of any of the foregoing
remedies; for all reasonable legal fees and other reasonable costs and expenses
incurred by reason of any Default or of the exercise of Lender’s remedies with
respect thereto. No remedy referred to in this Section is intended to be
exclusive, but each shall be cumulative, and shall be in addition to any other
remedy referred to above or otherwise available at law or in equity, and may be
exercised concurrently or separately from time to time. Borrower hereby waives
any and all existing or future claims to any offset against the sums due
hereunder or under the Promissory Note and agrees to make the payments
regardless of any offset or claim which may be asserted by Borrower or on its
behalf in connection with this Agreement.

          (e)
No Waiver. The failure of Lender to exercise, or delay in the exercise
of, the rights granted hereunder upon any Default by Borrower or its Affiliates
shall not constitute a waiver of any such right upon the continuation or
recurrence of any such Default. Lender may take or release other security; may
release any party primarily or secondarily liable for the Obligations; may grant
extensions, renewals or indulgences with respect to the Obligations and may
apply any other security therefor held by it to the satisfaction of the
Obligations without prejudice to any of its rights hereunder.

9. NOTICES. All notices (excluding billings and
communications in the ordinary course of business) hereunder shall be in
writing, personally delivered, sent by overnight courier service, sent by
facsimile telecopier, or sent by certified mail, return receipt requested,
addressed to the other party at its respective address stated below the
signature of such parties or at such other addresses as such parties shall from
time to time designate in writing to the other parties; and shall be effective
from the date of receipt.

10. LENDER’S RIGHT TO PERFORM FOR BORROWER. (a)
Performance and Reimbursement. If Borrower fails to perform or
comply with any of its agreements contained herein, Lender shall have the right,
but shall not be obligated, to effect such performance or compliance, and the
amount of any out-of-pocket expenses and other reasonable expenses of Lender
thereby incurred, together with interest thereon at the Default Rate, shall be
due and payable by Borrower upon demand. (b) Power of Attorney.
Borrower hereby appoints Lender as Borrower’s attorney-in-fact (which
power shall be deemed coupled with an interest) to execute, endorse and deliver
any deed, conveyance, assignment or other instrument in writing as may be
required to vest in Lender any right, title or power which by the terms hereof
are expressed to be conveyed to or conferred upon Lender, including, without
limitation, real property waivers, and documents and checks or drafts relating
to or received in payment for any loss or damage under the policies of insurance
required hereby, but only to the extent that the same relates to the
Collateral.

11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of Lender, its successors and assigns, and shall be binding upon
the successors of Borrower. The rights and obligations of Borrower under this
Agreement may 

Page 8 of 10





	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


not be assigned or delegated. Lender reserves the right to
sell, assign, transfer, negotiate or grant participations in all or any part of,
or any interest in, Lender’s rights and obligations hereunder, in the Promissory
Notes, in the Collateral and/or the Obligations held by it to others at any time
and from time to time; and Lender may disclose to any such purchaser, assignee,
transferee or participant (the “Participant”), or potential Participant,
this Agreement and all information, reports, financial statements and documents
executed or obtained in connection with this Agreement which Lender now or
hereafter may have relating to the Loan, Borrower, or the business of Borrower.
Borrower hereby grants to any Participant all Liens, rights and remedies of
Lender under the provisions of this Agreement or any other documents relating
hereto or under applicable laws. Borrower agrees that any Participant may
enforce such Liens and exercise such rights and remedies in the same manner as
if such Participant were Lender and a direct creditor of Borrower.

12. CHOICE OF LAW; JURISDICTION; WAIVER OF JURY TRIAL.
(a) GOVERNING LAW. This Agreement shall be not effective unless
and until accepted by execution by an officer of Lender at the address, in the
State of California, set forth below the signature of Lender. THIS AGREEMENT AND
ALL OTHER RELATED INSTRUMENTS AND DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL, IN ALL RESPECTS, BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF
THE COLLATERAL. (b) Jurisdiction. The parties agree that any
action or proceeding arising out of or relating to this Agreement may be
commenced in any state or Federal court of competent jurisdiction in the State
of California, and each party submits to the jurisdiction of such court and
agrees that a summons and complaint commencing an action or proceeding in any
such court shall be properly served and shall confer personal jurisdiction if
served personally or by certified mail to it at its address designated pursuant
hereto, or as otherwise provided under the laws of the State of California. (c)
WAIVER OF JURY TRIAL. BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH BORROWER AND LENDER MAY BE PARTIES, ARISING OUT OF
OR IN ANY WAY PERTAINING TO THIS AGREEMENT OR THE PROMISSORY NOTE. BORROWER
AUTHORIZES LENDER TO FILE THIS PROVISION WITH THE CLERK OR JUDGE OF ANY COURT
HEARING SUCH CLAIM. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY
BORROWER AND BORROWER HEREBY ACKNOWLEDGES THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER ACKNOWLEDGES
THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND THE PROMISSORY
NOTE AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED OF ITS OWN FREE
WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.

13. MISCELLANEOUS. (a) Entire Agreement.
The Loan Documents and the Commitment Letter constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and shall not be amended or altered in any manner except by a document
in writing executed by both parties. (b) Survival. All
representations, warranties, and covenants of Borrower contained herein or made
pursuant hereto shall survive closing and continue throughout the term hereof
and until the Obligations are satisfied in full. (c) Severability.
Any provision of the Loan Documents which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or thereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by Applicable Law, Borrower
hereby waives any provision of law which renders any provision hereof or thereof
prohibited or unenforceable in any respect. (d) Captions. The
captions in this Agreement are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof. (e) Expenses.
Borrower agrees to pay or reimburse Lender for all costs and expenses
(including the fees and expenses of all counsel, advisors, consultants and
auditors retained in connection therewith), incurred in connection with: (1) the
preparation, negotiation, execution, delivery, performance and enforcement of
the Loan Documents and the preservation of any rights thereunder (including,
without limitation, filing or recording fees and taxes); (2) collection,
including deficiency collections; (3) any amendment, waiver or other
modification or waiver of, or consent with respect to, any Loan Document or
advice in connection with the administration of the Loan or the rights
thereunder; (4) any litigation, dispute, suit, proceeding or action (whether
instituted by or between any combination of Lender, Borrower or any other
Person), and an appeal or review thereof, in any way relating to the Collateral,
any Loan Document, or any action taken or any other agreements to be executed or
delivered in connection therewith, whether as a party, witness or otherwise; and
(5) any effort (i) to monitor the Loan, (ii) to evaluate, observe or assess
Borrower or the affairs of such Person, and (iii) to verify, protect, evaluate,
assess, appraise, collect, sell, liquidate or otherwise dispose of the
Collateral.

Page 9 of 10





	 	LOAN AND SECURITY AGREEMENT 	           
               TOYOTA 
	 	  	FINANCIAL SERVICES 


IN WITNESS WHEREOF, the parties hereto have caused this Loan
and Security Agreement to be duly executed as of the day and year first above
written.

	TOYOTA MOTOR CREDIT CORPORATION 	 	EV RENTAL CARS, LLC
  
	 	 	 
	Lender 	 	Borrower 
	 	  	 	 	  
	 	  	 	 	  
	By:		 	By:	
	Name:		 	Name:	
	Title:		 	Title: 	



	19001 S. Western Avenue 	Address: 5500W CENTURY BLVD

	 	 
	Commercial Finance Group 	                  LOS
      ANGELES, CA 90049 
	 	 
	Torrance, California 90501 	Facsimile: ________
	 	 
	  	Form of Organization: CORPORTATION

	 	 
	  	Jurisdiction of Organization: CALIFORNIA
    
	 	 
	  	Organizational No.: 199720210037
    
	 	 
	  	Federal Employer Identification No.:
  


Page 10 of 10




SCHEDULE A

DEFINITIONS

Capitalized terms used in this Agreement and the other Loan
Documents shall have (unless otherwise provided elsewhere in this Agreement or
in the Loan Documents) the following respective meanings:

“Adverse Environmental Condition” shall mean (i) the
existence or the continuation of the existence of an Environmental Contamination
(including, without limitation, a sudden or non-sudden accidental or
non-accidental Environmental Contamination), or exposure to any substance,
chemical, material, pollutant, Hazardous Substance, odor or audible noise or
other release or emission in, into or onto the environment (including without
limitation, the air, ground, water or any surface) at, in, by, from or related
to any Collateral, (ii) the environmental aspect of the transportation, storage,
treatment or disposal of materials in connection with the operation of any
Collateral, or (iii) the violation, or alleged violation, of any Environmental
Law, permits or licenses of, by or from any governmental authority, agency or
court relating to environmental matters connected with any of the
Collateral.

“Affiliate” means, with respect to any Person: (i) each
other Person that, directly or indirectly, owns or controls, whether
beneficially, or as a trustee, guardian or other fiduciary, five (5) percent or
more of the Stock having ordinary voting power for the election of directors of
such Person; (ii) each other Person that controls, is controlled by or is under
common control with such Person or any Affiliate of such Person; or (iii) each
of such Person’s officers, directors, joint venturers and partners. For the
purpose of this definition, “control” of a Person shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of its
management or policies, whether through the ownership of voting Stock, by
contract or otherwise.

“Agreement” means this Loan and Security Agreement
including all appendices, exhibits or schedules attached or otherwise identified
thereto, restatements and modifications and supplements thereto, and any
appendices, exhibits or schedules to any of the foregoing, each as in effect at
the time such reference becomes operative.

“Applicable Law” means any law, rule, regulation,
ordinance, order, code, common law, interpretation, judgment, directive, decree,
treaty, injunction, writ, determination, award, permit or similar norm or
decision of any Governmental Authority.

“Borrower” means the Person identified as such in the
preamble of this Agreement.

“Business Day” means any day that is not a Saturday, a
Sunday or a day on which banks are required or permitted to be closed in the
State of California.

“Closing Date” means the date on which a Promissory Note
is executed and delivered to Lender pursuant to this Agreement.

“ERISA” means the Employee Retirement Income Security
Act of 1974 (or any successor legislation thereto), as amended from time to
time, and any regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether
or not incorporated) that, together with Borrower, is treated as a single
employer under Section 414(b), (c), (m) or (0) of the IRC, or, solely for
the purposes of Section 302 of ERISA and Section 412 of the IRC, is treated as a
single employer under Section 414 of the IRC.

“ERISA Event” shall mean (a) any “reportable event”, as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the IRC or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(b) of the IRC or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by Borrower or any ERISA
Affiliate of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or to appoint a trustee to administer any Plan; (f) the
incurrence by Borrower or any ERISA Affiliate of any liability with respect to
any withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
the receipt by Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

A-1




“GAAP” means generally accepted accounting principles in
the United States of America as in effect from time to time, consistently
applied.

“Governmental Authority” means any nation or government,
any state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

“IRC” means the Internal Revenue Code of 1986, as now or
hereafter amended. “Lender” has the meaning assigned to it in the preamble of
this Agreement and, if at any time Lender shall decide to assign, participate or
syndicate all or any of the Obligations, such term shall include each such
assignee, Participant or such other members of the syndicate; together with its
or their successors and assigns. “Lien” means any mortgage, security deed or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, Lien,
charge, claim, security interest, security title, easement or encumbrance, or
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any lease or title retention agreement,
any financing lease having substantially the same economic effect as any of the
foregoing, and the filing of, or agreement to give, any financing statement
perfecting a security interest under the UCC or comparable law of any
jurisdiction). “Loan” means the loan in the amount of the aggregate principal
amount of all advances and evidenced by the Promissory Note, and made to
Borrower under the terms of this Agreement, and any renewals, extensions,
revisions, modifications or replacements therefor or thereof.

“Loan Documents” means this Agreement, the Promissory
Note, the Guaranty (if applicable), and the other documents and instruments
executed pursuant hereto, the financial statements, and all other documents,
instruments, certificates and notices at any time delivered by any Person (other
than Lender) in connection with any of the foregoing.

“Material Adverse Effect” means: a material adverse
effect on (a) the business, assets, operations, prospects or financial or other
condition of Borrower or the industry within which Borrower operates, (b)
Borrower’s ability to pay or perform the Obligations under the Loan Documents in
accordance with the terms thereof, (c) the Collateral or the Lien of Lender on
the Collateral or the priority of any such Lien, or (d) Lender’s rights and
remedies under this Agreement and the other Loan Documents.

“Minimum Actionable Amount” means $50,000.

“Multiemployer Plan” means a “multiemployer plan,” as
defined in Section 4001(a) (3) of ERISA, to which Borrower or any ERISA
Affiliate is making, is obligated to make, has made or been obligated to make,
contributions on behalf of participants who are or were employed by any of
them.

“Obligations” means all loans, advances, debts, expense
reimbursement, fees, liabilities, and obligations for the performance of
covenants, tasks or duties or for payment of monetary amounts (whether or not
such performance is then required or contingent, or amounts are liquidated or
determinable) owing by Borrower to Lender, of any kind or nature, present or
future, whether or not evidenced by any note, agreement or other instrument,
whether arising under any of the Loan Documents or under any other agreement
between Borrower and Lender, and all covenants and duties regarding such
amounts. This term includes all principal, interest (including interest accruing
at the then applicable rate provided in this Agreement after the maturity of the
Loan and interest accruing at the then applicable rate provided in this
Agreement after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), fees,
charges, expenses, attorneys’ fees and any other sum chargeable to Borrower
under any of the Loan Documents, and all principal and interest due in respect
of the Loan.

“PBGC” means the Pension Benefit Guaranty Corporation or
any successor thereto. “Person” means any individual, sole proprietorship,
entity, limited liability entity, joint venture, trust, unincorporated
organization, association, corporation, limited liability company, institution,
public benefit corporation or government (whether Federal, state, county, city,
municipal or otherwise, including any instrumentality, division, agency, body or
department thereof), and shall include such Person’s successors and assigns.

“Plan” means any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the IRC or Section 302 of ERISA, and in respect of which Borrower
or any ERISA Affiliate is (or, if such plan were terminated, could under Section
4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

A-2




“Proceeds” means “proceeds,” as such term is defined in
the UCC and, in any event, shall include: (i) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to Borrower from time to time
with respect to any Collateral; (ii) any and all payments (in any form
whatsoever) made or due and payable to Borrower from time to time in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of any
Collateral by any governmental body, authority, bureau or agency (or any Person
acting under color of governmental authority); (iii) any recoveries by Borrower
against third parties with respect to any litigation or dispute concerning any
Collateral, including claims arising out of the loss or nonconformity of,
interference with the use of, defects in, or infringement of rights in, or
damage to, Collateral; and (iv) any and all other amounts, rights to payment or
other property acquired upon the sale, lease, license, exchange or other
disposition of Collateral and all rights arising out of Collateral.

“Stock” means all certificated and uncertificated
shares, options, warrants, membership interests, general or limited partnership
interests, participation or other equivalents (regardless of how designated) of
or in a corporation, partnership, limited liability company or equivalent entity
whether voting or nonvoting, including common stock, preferred stock, or any
other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934).

“Taxes” means taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding
taxes imposed on or measured by the net income of Lender.

“UCC” means the Uniform Commercial Code as the same may,
from time to time, be in effect in the State of California; provided, that in
the event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of, or remedies with respect to the Lien of
Lender on any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of California, the term “UCC” shall mean
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions of this Agreement relating to such attachment, perfection,
priority or remedies and for purposes of definitions related to such provisions;
provided further, that to the extent that the UCC is used to define any term
herein or in any Loan Document and such term is defined differently in different
Articles or Divisions of the UCC, the definition of such term contained in
Article or Division 9 shall govern.

“Withdrawal Liability” means liability to a
Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title
IV of ERISA.

Any accounting term used in this Agreement or the other Loan
Documents shall have, unless otherwise specifically provided therein, the
meaning customarily given such term in accordance with GAAP, and all financial
computations thereunder shall be computed, unless otherwise specifically
provided therein, in accordance with GAAP consistently applied; provided, that
all financial covenants and calculations in the Loan Documents shall be made in
accordance with GAAP as in effect on the Closing Date unless Borrower and Lender
shall otherwise specifically agree in writing. That certain items or
computations are explicitly modified by the phrase “in accordance with GAAP”
shall in no way be construed to limit the foregoing. All other undefined terms
contained in this Agreement or the other Loan Documents shall, unless the
context indicates otherwise, have the meanings provided for by the UCC. The
words “herein,” “hereof” and “hereunder” or other words of similar import refer
to this Agreement as a whole, including the exhibits and schedules thereto, as
the same may from time to time be amended, modified or supplemented, and not to
any particular section, subsection or clause contained in this Agreement.

For purposes of this Agreement and the other Loan Documents,
the following additional rules of construction shall apply, unless specifically
indicated to the contrary: (a) wherever from the context it appears appropriate,
each term stated in either the singular or plural shall include the singular and
the plural; (b) the term “or” is not exclusive; (c) the term “including” (or any
form thereof) shall not be limiting or exclusive; (d) all references to statutes
and related regulations shall include any amendments of same and any successor
statutes and regulations; and (e) all references to any instruments or
agreements, including references to any of the Loan Documents, shall include any
and all modifications or amendments thereto and any and all extensions or
renewals thereof.

A-3