Common use of Purchase Clause in Contracts

Purchase. Upon the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementFunding (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Capital One and purchased by Funding on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the conditions Closing Date, in the case of Initial Accounts, and on or prior to closing as set forth the applicable Addition Date, in Section 7 the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the CompanyDetermination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Buyer agreeing parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to enter into this have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Company Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Chase USA does hereby sell, transfer, assign, set over and having otherwise convey to Purchaser (collectively, "Convey"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the terms and conditions as set forth Receivables existing at the close of business on the Initial Purchase Cut-Off Date, in the form case of Receivables existing and arising in the Note attached hereto Existing Accounts, and at the close of business on each Additional Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, Allocated Interchange, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including "proceeds" as Annex I for defined in the UCC) thereof. Such property shall constitute the "Purchased Assets." The Receivables arising after the Initial Purchase Price. The Company Cut-Off Date and on or before the Initial Purchase Date in the Existing Accounts and the related Purchased Assets, shall have be and hereby are Conveyed by Chase USA to Purchaser on the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Initial Purchase Date and the Buyer Purchase Price shall be obligated to purchase the Notes specified paid as provided in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%subsection 3.01(a) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the date such Receivables arise, and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and the Receivables arising after the Additional Cut-Off Date and on or before the related Addition Date and the related Purchased Assets, shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Chase USA shall record and file, at its own expense, financing statements (and continuation statements and amendments when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of such Purchased Assets to Purchaser, and shall deliver a file stamped copy of each such financing statement to Purchaser on or prior to the Initial Purchase Date, in the case of Purchased Assets relating to the Existing Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Chase USA shall, at its own expense, (i) on or prior to (x) the Initial Purchase Date, in the case of the Existing Accounts, or (y) the applicable Addition Date, in the case of Additional Accounts, indicate in the appropriate computer files that Receivables created in connection with the Accounts have been conveyed to Purchaser pursuant to this Agreement and Purchaser has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement and (ii) on or prior to the Initial Purchase Date and each Addition Date, as applicable, deliver to Purchaser and the Trustee an Account Schedule containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Purchase Cut-Off Date, in the case of the Existing Accounts and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Chase USA agrees that it will be irrevocably bound maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to purchase remove Deleted Accounts. Chase USA agrees not to alter the Note computer designation which indicate that the receivables in an Account have been conveyed to Purchaser and December Closing Date Warrant on transferred to the Closing Date so long as Trust unless and until such Account is no longer an Account or unless and until (i) the Company Put Notice has been delivered Chase USA shall give written notice of any such alteration to the Buyer, Purchaser and (ii) Chase USA shall have taken such action as is necessary or advisable to cause the conditions interest of Purchaser in the Purchased Assets to closing as set forth continue to be perfected and of first priority. (d) The parties hereto intend that the Conveyance of Chase USA's right, title and interest in Section 7 and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of this Agreement have been satisfied by any liens, claims, encumbrances or rights of others from Chase USA to Purchaser. It is the Company. In consideration intention of the Buyer agreeing to enter into this Agreement, parties hereto that the Company shall also issue arrangements with respect to the Buyer on the closing date Purchased Assets shall, for all purposes, including for accounting purposes, constitute a purchase and sale of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Purchased Assets and not a loan.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, the Seller does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementPurchaser (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company related Purchased Assets, shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile be sold by the Company Put Notice Date Seller and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note purchased by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Purchaser on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by the Seller and purchased by the Purchaser on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by the Purchaser on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by the Seller and purchased by the Purchaser on the date such Receivables arise. (b) The Seller shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from the Seller to the Purchaser, (ii) cause such financing statements and amendments to name the Seller, as seller, and the Purchaser, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to the Purchaser as soon as is practicable after filing. (c) The Seller shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement and have been conveyed by the Purchaser to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth the Purchaser an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. The Seller shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or the Company. In consideration Seller has taken such action as is necessary or advisable to cause the interest of the Buyer agreeing Purchaser in the Purchased Assets to enter into continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by the Company Seller on each Addition Date (or with respect to New Accounts, on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of the Seller’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to the Purchaser. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of the Seller hereunder. (e) To the extent that the Seller retains any interest in the Purchased Assets, the Seller hereby grants to the Trustee a security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of the Seller hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) The Seller hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement. (g) Each Account will continue to be owned by the Seller and is not a Purchased Asset. (h) By executing this Agreement, each of the Seller and the Purchaser acknowledges and agrees that: (i) on and after the date of this Agreement, all references to the Buyer on Centurion – RFC III Agreement or the closing date FSB – RFC IV Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement; (ii) all outstanding representations, warranties and covenants made by RFC III under the Centurion – RFC III Agreement and any of RFC III’s existing obligations under the Centurion – RFC III Agreement shall remain outstanding and in full force and effect as representations, warranties, covenants and obligations of RFC III under this Agreement, as amended and restated; (iii) RFC III, as successor by merger to RFC IV, expressly assumes all outstanding representations, warranties and covenants made by RFC IV under the FSB – RFC IV Agreement, and the performance of every obligation of RFC IV with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of RFC III under this Agreement, as amended and restated; (iv) AENB, as successor by conversion to Centurion, expressly assumes all outstanding representations, warranties and covenants made by Centurion under the Centurion – RFC III Agreement, and the performance of every obligation of Centurion with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of AENB under this Agreement, as amended and restated; and (v) AENB, as successor by merger to FSB, expressly assumes all outstanding representations, warranties and covenants made by FSB under the FSB – RFC IV Agreement, and the performance of every obligation of FSB with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of AENB under this Agreement, as amended and restated; (vi) this Agreement does not constitute a novation of (i) any of the Other Note Purchase obligations arising under or in connection with either of the Original Agreements or (ii) any security interest granted under or in connection with either of the Original Agreements; and (vii) Schedule 1 to each of the Centurion – RFC III Agreement and the July 2006 Warrant, attached hereto as Annex XIFSB – RFC IV Agreement shall be incorporated into and made a part of Schedule 1 to this Agreement.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to TRS, (ii) cause such financing statements and amendments to name Centurion, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or Centurion has taken such action as is necessary or advisable to cause the Companyinterest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Centurion on each Addition Date (or, with respect to New Accounts, on the Company New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by Centurion not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Centurion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Centurion to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grant, to TRS a security interest, which security interest shall be a first priority perfected security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Centurion hereunder. (e) To the extent that Centurion retains any interest in the Purchased Assets, Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC III (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by RFC III on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Centurion and purchased by RFC III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by RFC III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Centurion and purchased by RFC III on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to RFC III, (ii) cause such financing statements and amendments to name Centurion, as seller, and RFC III, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to RFC III as soon as is practicable after filing. (c) Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC III in accordance with this Agreement and have been conveyed by RFC III to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC III an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or Centurion has taken such action as is necessary or advisable to cause the Companyinterest of RFC III in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Centurion on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Centurion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Centurion to RFC III. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grant, to RFC III a first priority perfected security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Centurion hereunder. (e) To the extent that Centurion retains any interest in the Purchased Assets, Centurion hereby grants to the Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Centurion hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement. (g) Each Account will continue to be owned by Centurion and is not a Purchased Asset. (h) By executing this Agreement, each of Centurion and RFC III acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Buyer on Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the closing date Original Agreement and any of its existing obligations under the Other Note Purchase Original Agreement the July 2006 Warrantshall remain in full force and effect under this Agreement, attached hereto as Annex XIamended and restated.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC III (collectively, the Buyer hereby agrees "Conveyance"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in the BuyerUCC) thereof (collectively, the "Purchased Assets"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by RFC III on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Centurion and purchased by RFC III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by RFC III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Centurion and purchased by RFC III on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to RFC III, (ii) cause such financing statements and amendments to name Centurion, as seller, and RFC III, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to RFC III as soon as is practicable after filing. (c) Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC III in accordance with this Agreement and have been conveyed by RFC III to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC III an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or Centurion has taken such action as is necessary or advisable to cause the Companyinterest of RFC III in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Centurion on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Centurion's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Centurion to RFC III. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grant, to RFC III a first priority perfected security interest in all of Centurion's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Centurion hereunder. (e) To the extent that Centurion retains any interest in the Purchased Assets, Centurion hereby grants to the Trustee a security interest in all of Centurion's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Centurion hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementFunding (collectively, the Buyer hereby agrees "Conveyance"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, "proceeds" as defined in the BuyerUCC) thereof (collectively, the "Purchased Assets"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Capital One and purchased by Funding on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the conditions Closing Date, in the case of Initial Accounts, and on or prior to closing as set forth the applicable Addition Date, in Section 7 the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection (a) (ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the CompanyDetermination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Buyer agreeing parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to enter into this have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Company Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Upon Seller agrees to sell to Purchaser on the Closing Date (as defined below), and Purchaser agrees to purchase on the Closing Date, in accordance with the terms of this Agreement: (a) The Land, together with any and subject all privileges and easements appurtenant thereto; (b) The existing buildings, fixtures, structures and other improvements located upon the Land, together with, to the conditions extent not constituting Personal Property, apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, but specifically excluding the property more particularly described on Schedule 2(m) (the “Improvements”); (c) All tangible personal property located at the Facility and used in connection with the operation of the Facility, including, but not limited, to all moveable trade fixtures, but specifically excluding the property more particularly described on Schedule 2(m) (the “Personal Property”); (d) All of Seller’s right, title and interest in and to the resident agreements for the Facility in effect on the Closing Date (the “Resident Agreements”); (e) The trade names listed on Schedule 1(e) attached hereto (the “Trade Names”); (f) All refundable deposits under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property; (g) To the extent transferable, all service, maintenance, supply, marketing and management contracts in effect as of the Effective Date, disclosed in writing or made available through the data room to Purchaser and related to the operation of the Facility, except for the contracts listed on Schedule 2(n) and except to the extent Purchaser notifies Seller in accordance with the terms of Section 8(d) below that it does not desire to assume any such instruments, and all contracts which Purchaser agrees to assume or is deemed to have agreed to assume pursuant to Section 30(c) below (the “Assumed Contracts”); provided, however, that Purchaser must assume all of Seller’s right, title and interest in and to all of the contracts listed on Schedule 1(g) (the “Mandatory Contracts”); and (h) All of Seller’s right, title and interest in and to all books, records, contracts, vendor agreements, warranties, guarantees, permits and other agreements relating to the operation of the Facility, to the extent transferable, except for any such instruments listed on Schedule 2(n) and except to the extent Purchaser notifies Seller in accordance with the terms of Section 8(d) below that it does not desire to assume any such instruments (collectively the “Rights”). The Land and the Improvements are collectively referred to herein as the “Real Property”. The Real Property, Personal Property, Trade Names, Rights and Resident Agreements are referred to herein collectively as the “Property.” Notwithstanding any other provision of this Agreement, the Buyer hereby agrees to purchase from Property will not include the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions Excluded Assets (as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefined below).

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to TRS, (ii) cause such financing statements and amendments to name FSB, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by FSB on each Addition Date (or, with respect to New Accounts, on the Company New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by FSB not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to TRS a security interest, which security interest shall be a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset.

Purchase. Upon a) Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller (as defined below) the Shares for an aggregate purchase price of $1,250,000 (the “Aggregate Purchase Price”) pursuant to the terms herein. Simultaneous herewith, and subject as a condition hereto, the parties have entered into an escrow agreement (a form of which is attached hereto as Exhibit A, the “Escrow Agreement”), whereby Loeb & Loeb LLP (the “Escrow Agent”) shall serve as escrow agent to hold the Aggregate Purchase Price and certain ancillary documents as set forth herein and the Escrow Agreement. The Aggregate Purchase Price shall be paid as follows and released in accordance with the terms of the Escrow Agreement: (i) As of the date hereof, (a) the Buyer has deposited with the Escrow Agent $700,000 (the “Initial Payment”), and (b) the Seller has deposited a stock power relating to 28,000 shares (the “First Stock Power”), a stock power relating to 8,000 shares (the “Second Stock Power”), a stock power relating to 8,000 shares (the “Third Stock Power”), a stock power relating to 96,000 shares (the “Fourth Stock Power”), and a separation agreement in the form attached hereto as Exhibit B (the “Separation Agreement”). Per the terms of the Escrow Agreement, the Escrow Agent shall forward the Initial Payment to the conditions Seller and deliver the Initial Stock Power to the Buyer within 48 hours after the date this Agreement. (ii) On or prior to the one month anniversary of the date of this Agreement, the Buyer hereby agrees to purchase from shall have deposited $200,000 (the Company, and “Second Payment”) in escrow with the Company hereby agrees to sell Escrow Agent. (iii) On or prior to the Buyer, on two month anniversary of the Closing Datedate of this Agreement, the Note Buyer shall have deposited an additional $200,000 (the “Third Payment”) in escrow with the principal amount equal Escrow Agent. (iv) On or prior to the three month anniversary of the date of this Agreement, the Buyer shall have deposited an additional $150,000 (the “Fourth Payment”) in escrow with the Escrow Agent. b) In the event that the Buyer does not make the deposits specified in Sections 1.01(i-iv), this Agreement shall be automatically terminated with no further action required by the Seller. Upon such termination, Seller shall keep the any of the Aggregate Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14he has already received, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated entitled to purchase the Notes specified in such Company Put Notice if the conditions keep all Shares transferred to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue it pursuant to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been Powers delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company Escrow Agent shall also issue immediately return any remaining Stock Powers to the Buyer on in accordance with the closing date terms of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIEscrow Agreement.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC IV (collectively, the Buyer hereby agrees "Conveyance"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in the BuyerUCC) thereof (collectively, the "Purchased Assets"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by RFC IV on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as seller, and RFC IV, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to RFC IV as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC.

Purchase. Upon (a) On the terms and subject to the conditions of this Agreementset forth herein, Purchaser may, at its option (which such option shall be offered before the Company seeks alternative external financing), purchase in one or more transactions from the Company (each, a “Series A Purchase”), and should Purchaser exercise any such option, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to will sell to Purchaser, free and clear of any Liens (other than restrictions on transfer under (i) federal and state securities Laws or (ii) the BuyerInvestor Rights Agreement), on up to 50,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share (the Closing Date, the Note in the principal “Series A Preferred Stock Price Per Share”). The aggregate cash amount equal to the Purchase Price and having the terms and conditions as set forth in the form sum of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note Series A Preferred Stock Price Per Share multiplied by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Series A Preferred Stock which Purchaser may, at its option, purchase hereunder shall be referred to in this Agreement as the “Total Purchase Price”, which such Total Purchase Price shall be equal to seventy percent (70%) $50,000,000.00. The cash amount equal to the sum of the Series A Preferred Stock Price per share multiplied by the number of shares issuable upon conversion of Series A Preferred Stock which Purchaser purchases in each Series A Purchase shall be referred to in this Agreement, in each instance, as a “Per Transaction Purchase Price”. (b) Prior to each Series A Purchase, the Company shall deliver to Purchaser a Transaction Analysis (as that term is defined in Exhibit C of the Note on the Closing DateInvestment Agreement) to fund a Strategic Transaction. The Company Within three (3) Business Days of receipt of each such Transaction Analysis, Purchaser shall not be obligated to sell the Note or issue (i) consider such December Closing Date Warrant to the Buyer until the Company shallTransaction Analysis in good faith, (ii) determine, in its sole discretion, have given whether it shall initiate a Series A Purchase to fund such Strategic Transaction and (iii) provide written notice to the Company Put Notice of its determination (in the event that such written notice is a determination to the Buyerinitiate a Series A Purchase, whereupon such written notice shall be deemed a “Transaction Notice”). Upon receipt of such Transaction Notice, the Company shall be obligated submit written notice to sell Purchaser in the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long form attached hereto as Exhibit A (a “Drawdown Notice”) specifying (i) the Company Put Notice has been delivered Per Transaction Purchase Price, which amount Purchaser shall remit to the BuyerCompany by wire transfer in immediately available funds upon the applicable Closing (as defined herein), and (ii) the conditions number of shares of Series A Preferred Stock to closing as set forth in Section 7 of this Agreement have been satisfied by be issued to Purchaser upon the Company. In consideration of applicable Closing and (iii) the Buyer agreeing account or accounts to enter into this Agreement, which the Company Per Transaction Purchase Price shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIbe delivered.

Purchase. Upon (a) In consideration of the terms and subject to payment of the conditions of this AgreementPurchase Price as provided herein, the Buyer Seller does hereby agrees sell, transfer, assign, set over and otherwise convey to purchase from Dryrock Funding (collectively, the Company“Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Company hereby agrees to sell to Receivables existing at the Buyer, opening of business on the Closing Date, the Note in the principal amount equal case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts) and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account), (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts) and thereafter created and arising from time to time in the Additional Accounts (unless such Additional Account has become a Removed Account), (iii) all Collections, Insurance Proceeds, Interchange and Recoveries on or allocable to such Receivables, (iv) all monies due or to become due with respect to the Purchase Price foregoing, (v) all amounts received with respect to all of the foregoing, and having (vi) all proceeds thereof (collectively, the terms “Purchased Assets”). Each Account and conditions as set forth each Removed Account will continue to be owned by the Seller and will not be a Purchased Asset. (b) The Receivables existing in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing Initial Accounts on the Closing Date Date, and the December Closing Date Warrant initially entitling related Purchased Assets, shall be sold by the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Seller and purchased by Dryrock Funding on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by Dryrock Funding on the date such Receivables are recorded in the Seller’s system of records. The Receivables existing in Additional Accounts on the related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by Dryrock Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets will be sold by the Seller and purchased by Dryrock Funding on the date such Receivables are recorded on the Seller’s system of records. (c) The Seller shall file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection and priority of, the Conveyance of such Purchased Assets to Dryrock Funding, and shall deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to Dryrock Funding as soon as is practicable on or after (i) the Company Put Notice has been delivered Closing Date, in the case of the Purchased Assets relating to the BuyerInitial Accounts and, (ii) if such additional filing is necessary, the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (d) The Seller shall, at its own expense, on or prior to (i) the Closing Date, in the case of Initial Accounts, and (ii) the conditions applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Initial Accounts and such Additional Accounts and the related Purchased Assets have been sold to closing Dryrock Funding. The Seller shall indicate the sale of Receivables to Dryrock Funding in its computer files by (x) including as set forth the first three characters in the securitization field of such computer files the code “DRY” and (y) including immediately thereafter (A) in the case of the Initial Accounts the code “000” and (B) in the case of the Additional Accounts the code “001-900.” With respect to Removed Accounts, on the applicable Removal Date, the Seller shall indicate in the appropriate computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to Dryrock Funding or its designee in accordance with Section 7 2.12 of the Transfer Agreement by replacing the existing code in the securitization field of such computer files with “DRY 901-999.” The Seller shall not alter the code referenced in clause (x) of this paragraph with respect to any Account or any Removed Account during the term of this Agreement unless and until (A) such Account or Removed Account becomes a Deleted Account or (B) the Seller has taken such action as is necessary or advisable to cause the interest of Dryrock Funding in the Purchased Assets to continue to be perfected and of first priority. (e) The Seller shall, at its own expense, on or prior to the Closing Date deliver to Dryrock Funding a RPA Account Schedule, which shall be supplemented and amended by the Seller on or prior to each Addition Date to include any new Additional Accounts. Such RPA Account Schedule shall specify that the Receivables arising in each such Account, and with respect to Removed Accounts the Receivables arising in such account prior to the Stop Date, have been satisfied sold to Dryrock Funding. The RPA Account Schedule, as supplemented and amended, shall be incorporated into and made a part of this Agreement. The RPA Account Schedule shall be updated by the CompanySeller not less frequently than monthly, beginning August 2012, to include any new Related Accounts. (f) The parties to this Agreement intend that the conveyance of the Seller’s right, title and interest in, to and under the Purchased Assets pursuant to this Agreement shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to Dryrock Funding. It is the intention of the parties to this Agreement that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Buyer agreeing parties to enter into this AgreementAgreement that this Agreement shall constitute a security agreement under applicable law, and that the Company Seller shall also issue be deemed to have granted, and the Seller does hereby grant, to Dryrock Funding a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Buyer on Purchased Assets, and all proceeds thereof, to secure the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XISeller’s obligations hereunder.

Purchase. Upon (a) RPA Seller agrees to contribute, and does hereby -------- contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the terms RPA Closing Date, all of the Existing Assets. The contribution and sales of the Existing Assets from RPA Seller to Buyer are subject in each case to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the conditions FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the RPA Closing Date. RPA Seller and Buyer hereby agrees agree that each existing Receivable sold by RPA Seller to purchase from First Consumers Master Trust pursuant to the CompanyExisting Pooling Agreement before the RPA Closing Date shall be deemed for all purposes (including the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's repurchase -------------- obligations under Section 6.1) to have been sold by RPA Seller to Buyer on the ----------- date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be so maintained and held by RPA Seller on behalf and for the benefit of Buyer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer hereunder, this Agreement constitutes and shall be deemed (i) notice to RPA Seller by Buyer of Buyer's security interest in such bank accounts, and the Company hereby agrees (ii) RPA Seller's acknowledgment of and consent to sell Buyer's notice and Buyer's security interest in such bank accounts. (b) Subject to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to Buyer, without recourse, all of RPA Seller's right, title, and interest in, to, and under the Receivables existing at the opening of business on the RPA Closing Date (excluding Receivables in respect of Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One identified by account number ------------ and by Receivable balance as set forth of the RPA Closing Date and each Account automatically designated pursuant to Section 2.2(c), together with all monies -------------- due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the foregoing (the "Transferred ----------- Assets"), and (ii) subject to the provisions of Section 2.2, on each Addition ------ ----------- Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to in clause (i) above) effective on the Addition Date therefor, ---------- together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all of the foregoing (all of which, upon any such conveyance, shall be included in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. Transferred Assets). (c) In connection with such sale and conveyance, RPA Seller shall, at its own expense, on or prior to the RPA Closing Date (i) indicate or cause to be indicated in its computer files relating to the Receivables that Receivables created in connection with the Accounts have been sold to Buyer in accordance with this Agreement and transferred to the Receivables Trust pursuant to the Servicing Agreement for the benefit of the Securityholders and (ii) deliver or cause to be delivered to Buyer (or to the Receivables Trustee, if Buyer so directs) a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and by the Receivables balance as of the RPA Closing Date. (d) In connection with such sale and conveyance, including such sale and conveyance made pursuant to Section 2.1(a), RPA Seller agrees (i) to record and -------------- file, at its own expense, any financing statement for the purchase of the Note by the Buyer, the Company shall issue accounts with respect to the Buyer at Existing Assets and the closing on Transferred Assets, including the Closing Date Receivables now existing and hereafter created in respect of each Account (including Receivables in Additional Accounts), meeting the December Closing Date Warrant initially entitling requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) sale of the number of shares issuable upon conversion of Existing Assets and the Note on the Closing Date. The Company shall not be obligated Transferred Assets from RPA Seller to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 deliver a file-stamped copy of such financing statements or other evidence of such filings (which may, for purposes of this Agreement have been satisfied by Section 2.1, consist of telephone confirmations of such filings) to Buyer (or to ----------- the Company. In consideration of the Receivables Trustee, if Buyer agreeing to enter into this Agreement, the Company shall also issue so directs) on or prior to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIRPA Closing Date.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to purchase from loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Total Purchase Price"),(1) out of the aggregate amount being loaned by all Buyers of $10,000,000(the "Aggregate Purchase Price"). (ii) The Total Purchase Price shall be paid by the Buyer as follows: (x) one hundred percent (100%) of the Total Purchase Price (the "Initial Purchase Price") shall be paid on the Initial Closing Date (as defined below) and (y) the balance of the Total Purchase Price (the "Additional Purchase Price") shall be paid on the (1) The minimum Total Purchase Price per Buyer named on a signature page is $100,000, unless the Company, in its sole and absolute discretion, waives this minimum with respect to any specific Buyer. (3) The applicable portion of the Company hereby agrees Total Purchase Price payable on or in connection with the relevant Closing Date (as defined below) is referred to sell as the "Purchase Price" for such Closing Date. Payments for each Closing Date shall be made as provided in Section 1(c) hereof. The aggregate Initial Purchase Price of all Buyers is referred to as the "Aggregate Initial Purchase Price." The aggregate Additional Purchase Price of all Buyers is referred to as the "Aggregate Additional Purchase Price." (iii) The obligation to repay the loan from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Buyer in such principal amount (the Convertible Debentures issued to the Buyer, on the "Debentures"). Each Debenture (i) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I, and (iii) shall be secured pursuant to the terms of the Security Interest Agreement substantially in the form annexed hereto as Annex VIII (the "Security Interest Agreement"). (iv) With respect to each Closing Date, the Note in Company will deliver the principal amount equal relevant Certificates (as defined below) to the Purchase Price Escrow Agent as provided in Section 1(c) hereof. (v) The loan to be made by the Buyer and having the terms and conditions as set forth in the form issuance of the Note attached hereto as Annex I for Debentures and the Purchase Price. The Company shall have Warrants (collectively, the right to require the Buyer to purchase the Note by delivering "Purchased Securities") to the Buyer a Company Put Notice on December 14, 2006 by electronic mail are sometimes referred to herein and facsimile by in the Company Put Notice Date other Transaction Agreements as the purchase and sale of the Debentures and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIWarrants.

Purchase. Upon (a) On the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyerherein, on the Closing Date, the Note Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company no more than 1,000,000 shares of Series A Preferred Stock in the principal amount equal to aggregate (such number of shares of Series A Preferred Stock, the “Maximum Commitment Amount”) and no fewer than 650,000 shares of Series A Preferred Stock in the aggregate, free and clear of any Liens (other than Liens incurred by the Purchaser or restrictions arising under applicable securities Laws and the Stockholders’ Agreement), at a purchase price of $1,000 per share of Series A Preferred Stock (the “Purchase Price” per share of Series A Preferred Stock; the Purchase Price multiplied by the number of Purchased Shares, the “Aggregate Purchase Price”). (b) The Company shall use its reasonable best efforts to, no later than ten (10) Business Days prior to the Closing Date, deliver a written notice (the “Purchase Notice”) to the Purchaser specifying (subject to and having in accordance with the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in this Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase 1.1) the number of shares of Common Series A Preferred Stock equal to seventy percent be purchased and sold at the Closing, not to exceed the Maximum Commitment Amount (70%) the shares so specified, the “Purchased Shares”); provided that in no event shall the Company deliver the Purchase Notice to the Purchaser later than the date on which the approval or authorization of the transactions contemplated by the Merger Agreement by each applicable Governmental Entity is granted, or any applicable waiting period is terminated or expires, under the HSR Act. Upon delivery of the Purchase Notice specifying the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallPurchased Shares, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated required to sell sell, and the Note and issue Purchaser shall be required to purchase, such December Closing Date Warrant number of shares of Series A Preferred Stock at the Closing, subject to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound , including the conditions to purchase the Note and December Closing Date Warrant on the Closing Date so long as set forth in Section 1.3. (c) If (i) the Company Put delivers the Purchase Notice has been delivered to more than ten (10) Business Days after the Buyerdate of this Agreement, and (ii) the conditions Company elects in the Purchase Notice to closing as set forth in Section 7 sell fewer shares of this Agreement have been satisfied by Series A Preferred Stock than the Company. In consideration of Maximum Commitment Amount, then, at the Buyer agreeing to enter into this AgreementClosing, the Company shall also issue pay to the Buyer Purchaser, in accordance with the percentages set forth in the last line of the preamble, an amount in cash equal to the product of (A) $25.00, multiplied by (B) the difference between (1) the Maximum Commitment Amount, minus (2) the number of Purchased Shares (such product, the “Company Payment Amount”). For the avoidance of doubt, if the Company delivers the Purchase Notice to the Purchaser on or before the closing date that is ten (10) Business Days after the date of this Agreement, then the Other Note Purchase Agreement Company shall not be required to pay the July 2006 Warrant, attached hereto as Annex XICompany Payment Amount hereunder.

Purchase. Upon the terms (a) The Securitization Company Agent shall offer -------- Interests for sale on each Liquidity Event Date and subject shall offer to the conditions relevant Liquidity Providers Participation Interests or Ownership Interests for sale on each Liquidity Provider Event Date and Certificate Purchase Event Date by delivery of this Agreementa notice to that effect (the "Notice of Purchase"). Such Notice of Purchase must be given no later than 12:00 noon (New York City time) on the Business Day of such purchase, shall be sent by telecopier, telex or cable to the Liquidity Agent, the Buyer hereby agrees Series Representative and all Liquidity Providers concurrently (with a copy to purchase from the CompanyRating Agencies), and shall specify (i) the Company hereby agrees date of such purchase, (ii) whether a Participation Interest or an Ownership Interest is being purchased, (iii) the Certificate Interest to sell to the Buyerbe purchased (if a Participation Interest is being purchased), on the Closing Date, the Note in the principal amount equal to (iv) the Purchase Price for such Liquidity Provider payable by such Liquidity Provider on such Purchase Date and having (v) the account into which the Purchase Price is to be deposited. On each such Purchase Date for a Liquidity Provider, such Liquidity Provider shall purchase, without recourse to CRC other than as set forth herein, and otherwise on the terms and conditions herein set forth, Participation Interests or Ownership Interests that the Securitization Company Agent, as the agent for CRC, offers for sale. Upon delivery of a Notice of Purchase to any Liquidity Provider on a Purchase Date, prior to 3:45 P.M. (New York City time) on such Purchase Date, each such Liquidity Provider shall pay to the Securitization Company Agent for the account of CRC in immediately available funds in United States dollars, by depositing to the account designated in the Notice of Purchase, such Liquidity Provider's Purchase Price. In the event that the Notice of Purchase delivered on a Purchase Date does not contain the Purchase Price, such Liquidity Provider shall nevertheless be obligated to make such purchase as of such Purchase Date, but shall remit the Purchase Price therefore upon notice from the Securitization Company Agent of such Purchase Price. (b) Notwithstanding the foregoing, a Liquidity Provider shall not be obligated to make a purchase under Section 2(a) above if, (i) on the date of such purchase an Insolvency Event shall have occurred with respect to CRC, (ii) after giving effect to such purchase, the aggregate Purchase Price paid by such Liquidity Provider would exceed such Liquidity Provider's Maximum Liquidity Commitment or (iii) to the extent the amount of such purchase is in excess of the Purchase Price for such Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein. (c) Each Liquidity Provider's obligation hereunder shall be several, such that the failure of any Liquidity Provider to make payment pursuant to subsection (a) above to the Securitization Company Agent in connection with any purchase hereunder shall not relieve any other Liquidity Provider of its obligation hereunder to make payment pursuant to subsection (a) above for any purchase, and if any Liquidity Provider shall fail to purchase or make payment pursuant to subsection (a) above for any purchase hereunder, each remaining Liquidity Provider shall (subject to the provisions of subsection (b) above) purchase a pro rata portion of the Participation Interest or Ownership Interest, as the case may be, that was to be purchased by the defaulting Liquidity Provider. (d) Each Liquidity Provider's Liquidity Commitment shall be irrevocable from the effective date of this Agreement or as set forth in the form applicable Assignment, as the case may be, until the earlier of the Note attached hereto as Annex I for Purchase Termination Date or the date on which the Liquidity Agent notifies the Liquidity Providers that the Certificate Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail Agreement has been terminated and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified all amounts due in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase respect of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, Invested Amount and Interest have been paid in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as full notwithstanding (i) any determination that the Company Put Notice has been delivered to purchase hereunder or the Buyer, and applicable Assignment is void or invalid or (ii) the conditions failure on the part of CRC or any other party to closing execute such documents or consent to such purchase. (e) The Securitization Company Agent shall determine whether any date is a Purchase Date, and if a Purchase Date shall occur, the Securitization Company Agent, as set forth agent for CRC, shall sell a Participation Interest in a Certificate Interest or Ownership Interest in the Certificate, as the case may be, to the Liquidity Providers in accordance with the provisions of this Agreement. (f) Upon the purchase of an Ownership Interest pursuant to Section 7 2(a) hereof, the Securitization Company Agent on behalf of CRC shall present the Certificate to the Trustee for transfer to the Liquidity Providers and the Trustee shall register new Certificates in the names of each applicable Liquidity Provider, reflecting each applicable Liquidity Provider's ownership of its Percentage of the Certificate. In the event the Trustee is unable to deliver new Certificates on the date of any purchase of an Ownership Interest in accordance with this Agreement, then each Liquidity Provider shall be deemed to have purchased a Participation Interest in a Certificate Interest equal to 100% of the Certificate which shall convert to an Ownership Interest on the date the Certificates are delivered to each applicable Liquidity Provider. (g) Each Liquidity Provider hereby covenants and agrees to remit to the Securitization Company Agent, on behalf of CRC, CRC's pro rata share of any payments of Interest paid to and received by such Liquidity Provider in respect of the Invested Amount for any Interest Period during which CRC was the holder of the interest in the Trust represented by the portion of the Invested Amount assigned to such Liquidity Provider. For the purposes of this subsection (i), CRC's pro rata share shall be based upon the number of days during such Interest Period that CRC held the portion of the Invested Amount assigned to such Liquidity Provider. The obligations of each Liquidity Provider under this subsection (i) shall survive the termination of this Agreement have been satisfied by as to such Liquidity Provider. (h) Notwithstanding the Company. In consideration foregoing, nothing contained in this Agreement shall limit or otherwise restrict the right of CRC to assign and transfer the Certificate or any portion of the Buyer agreeing Invested Amount to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIany Person other than a Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such Ninth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Ninth Issuer Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Ninth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Ninth Issuer Notes, or Abbey notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Ninth Issuer Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Ninth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase from of Ninth Issuer Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Ninth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the Ninth Issuer Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Ninth Issuer Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Ninth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Ninth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Ninth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, or if Abbey shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Ninth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) This Warrant may be exercised by the terms and subject to Registered Holder, in whole or in part, by surrendering this Warrant, with the conditions purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of this Agreement, the Buyer hereby agrees to purchase from the Company, and or at such other office or agency as the Company hereby agrees to sell to may designate, accompanied by payment in full, in lawful currency of the BuyerUnited States, on the Closing Date, the Note in the principal amount equal to of the Purchase Price and having the terms and conditions as set forth payable in the form respect of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to seventy percent pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (70%i) the total Purchase Price payable in respect of the number of shares issuable Warrant Shares being purchased upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and exercise by (ii) the conditions excess of the Fair Market Value per share of Common Stock as of the effective (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to closing be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as set forth in Section 7 of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Agreement Warrant pursuant to this Subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been satisfied by effected immediately prior to the Companyclose of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. In consideration of the Buyer agreeing to enter into this AgreementAt such time, the Company person or persons in whose name or names any certificates for Warrant Shares shall also issue be issuable upon such exercise as provided in Subsection 1(d) below shall be deemed to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.have become the

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC IV (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by RFC IV on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as seller, and RFC IV, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to RFC IV as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Each Account will continue to be owned by FSB and is not a Purchased Asset.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so ------------------------------------------------------------------------------ 8 ------------------------------------------------------------------------------ arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Seventh Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Class A Seventh Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class A Seventh Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Class A Seventh Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Class A Seventh Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Seventh Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Class A Seventh Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class A Seventh Issuer Notes. Any substitute purchaser of Class A Seventh Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Class A Seventh Issuer Notes. If either Class B/M Underwriter shall default in its obligation to purchase from Class B/M Seventh Issuer Notes which it has agreed to purchase hereunder, the Companynon-defaulting Class B/M Underwriter may in its discretion arrange to purchase, and or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/M Seventh Issuer Notes on the Company hereby agrees terms contained herein. If within thirty-six hours after such default by either Class B/M Underwriter, the non-defaulting Class B/M Underwriter does not arrange for the purchase of such Class B/M Seventh Issuer Notes, then ANPLC shall be entitled to sell a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Buyernon-defaulting Class B/M Underwriter to purchase such Class B/M Seventh Issuer Notes on such terms. In the event that, on within the respective prescribed periods, the non-defaulting Class B/M Underwriter notifies ANPLC that the non-defaulting Class B/M Underwriter has so arranged for the purchase of such Class B/M Seventh Issuer Notes, or ANPLC notifies the non-defaulting Class B/M Underwriter that they have so arranged for the purchase of such Class B/M Seventh Issuer Notes, the non-defaulting Class B/M Underwriter or ANPLC shall have the right to postpone the Closing DateDate for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class B/M Seventh Issuer Notes. Any substitute purchaser of Class B/M Seventh Issuer Notes pursuant to this paragraph shall be deemed to be a Class B/M Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Class B/M Seventh Issuer Notes. (b) If, after giving effect to any arrangements for the purchase of Class A Seventh Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in CLAUSE 3.1(A) above, the Note in aggregate principal amount of the Class A Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Class A Seventh Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Class A Seventh Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the Purchase Pricepurchase of Class B/M Seventh Issuer Notes of a defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter, as provided in CLAUSE 3.1(A) above, the aggregate principal amount of the Class B/M Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. The Company of the aggregate principal amount of all Class B/M Seventh Issuer Notes, then ANPLC shall have the right to require the Buyer non-defaulting Class B/M Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Class B/M Seventh Issuer Notes which such Class B/M Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/M Underwriter to purchase its pro rata share (based on the principal amount of the Class B/M Seventh Issuer Notes specified in which such Company Put Notice if Class B/M Underwriter agreed to purchase hereunder) of the conditions principal amount of the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Class B/M Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Class A Seventh Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in CLAUSE 3.1(A) above, the Company aggregate principal amount of the Class A Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Class A Seventh Issuer Notes, or if ANPLC shall issue not exercise the right described in CLAUSE 3.1(B) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Class A Seventh Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Note on principal amount of the Closing DateClass B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter as provided in CLAUSE 3.1(A) above, the aggregate principal amount of the Class B/M Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. The Company of the aggregate principal amount of all Class B/M Seventh Issuer Notes, or if ANPLC shall not be obligated exercise the right described in CLAUSE 3.1(B) above to sell require the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound non-defaulting Class B/M Underwriter to purchase the Note and December Closing Date Warrant Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter, then this Agreement shall thereupon terminate, without liability on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration part of the Buyer agreeing to enter into this Agreement, the Company non-defaulting Class B/M Underwriter; but nothing herein shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIrelieve a defaulting Class B/M Underwriter from liability for its default.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to TRS, (ii) cause such financing statements and amendments to name Centurion, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC V pursuant to the TRS- RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement, and (ii) on or prior to (x) the conditions to closing as set forth Closing Date, in Section 7 the case of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this AgreementInitial Accounts, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.and

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Fleet (RI) does hereby sell, transfer, assign, set over and having otherwise convey to FCCF (collectively, the terms "CONVEYANCE"), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Date, in the form case of Receivables existing and arising in the Note attached hereto Existing Accounts, and at the close of business on each Addition Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, all Allocated Interchange and Recoveries with respect to such Receivables, all moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, "proceeds" as Annex I for defined in the UCC) thereof. Such property shall constitute the "PURCHASED ASSETS." The Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer Price shall be obligated to purchase the Notes specified paid as provided in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%subsection 3.01(a) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Fleet (RI) shall record and file, at its own expense, financing statements (and continuation statements and amendments when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of the Purchased Assets to FCCF, and shall deliver a file stamped copy of each such financing statement to FCCF on or prior to the Initial Purchase Date, in the case of Purchased Assets relating to the Existing Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Fleet (RI) shall, at its own expense, (a) on or prior to (x) the execution of this Agreement, in the case of the Existing Accounts or (y) the applicable Addition Date, in the case of Additional Accounts indicate in the appropriate computer files that all Receivables created in connection with the Accounts have been conveyed to FCCF pursuant to this Agreement and FCCF has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement by including in such computer files the code "02," "11," "12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80" (or any other code specified in a Supplemental Conveyance) in the PORTF_CD field of such computer files, and (b) at the time of execution of this Agreement and on or prior to each Addition Date, as applicable, to deliver to FCCF and the Trustee an Account Schedule containing a true and complete list of all Accounts. Fleet (RI) agrees that it will be irrevocably bound maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to purchase remove Deleted Accounts and add Transferred Accounts. Fleet (RI) agrees not to alter the Note codes or field referenced in clause (a) above in this subsection with respect to any Account during the term of this Agreement unless and December Closing Date Warrant on the Closing Date so long as until such Account is no longer an Account or unless and until (i) Fleet (RI) shall give written notice of any such alteration to FCCF, such written notice to be as of the Company Put Notice has been delivered to the Buyerdate of its receipt by FCCF incorporated into and made part of this Agreement, and (ii) Fleet (RI) has taken such action as is necessary or advisable to cause the conditions interest of FCCF in the Purchased Assets to closing as set forth continue to be perfected and of first priority; except that Fleet (RI) may, without complying with the foregoing provisions, alter the code of any Account from "02," "11," "12," "14," "15," "16," "17," "20," "22," or "30" through "80" to "13." (d) The parties hereto intend that the conveyance of Fleet (RI)'s right, title and interest in Section 7 and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Fleet (RI) to FCCF. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall for all purposes, including for accounting purposes, constitute a purchase and sale of such Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Fleet (RI) shall be deemed to have been satisfied by granted, and Fleet (RI) does hereby grant, to FCCF a first priority perfected security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Company. In consideration Purchased Assets to secure the obligations of Fleet (RI) hereunder. (e) To the extent that Fleet (RI) retains any interest in the Purchased Assets, Fleet (RI) hereby grants to the Trustee a security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the Buyer agreeing obligations of Fleet (RI) hereunder and under the Pooling and Servicing Agreement. With respect to enter into this Agreementsuch security interest and such collateral, the Company Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Eighth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Class A Eighth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class A Eighth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Class A Eighth Issuer Notes, then ANPLC shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Class A Eighth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Eighth Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Class A Eighth Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class A Eighth Issuer Notes. Any substitute purchaser of Class A Eighth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Class A Eighth Issuer Notes. If any Class B/C Underwriter shall default in its obligation to purchase from Class B/C Eighth Issuer Notes which it has agreed to purchase hereunder, the Companynon-defaulting Class B/C Underwriters may in its discretion arrange to purchase, and or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/C Eighth Issuer Notes on the Company hereby agrees terms contained herein. If within 36 hours after such default by any Class B/C Underwriter, the non-defaulting Class B/C Underwriters do not arrange for the purchase of such Class B/C Eighth Issuer Notes, then ANPLC shall be entitled to sell a further period of 36 hours within which to procure another party or other parties satisfactory to the Buyernon-defaulting Class B/C Underwriters to purchase such Class B/C Eighth Issuer Notes on such terms. In the event that, on within the respective prescribed periods, the non-defaulting Class B/C Underwriters notify ANPLC that the non-defaulting Class B/C Underwriters have so arranged for the purchase of such Class B/C Eighth Issuer Notes, or ANPLC notifies the non-defaulting Class B/C Underwriters that they have so arranged for the purchase of such Class B/C Eighth Issuer Notes, the non-defaulting Class B/C Underwriters or ANPLC shall have the right to postpone the Closing DateDate for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class B/C Eighth Issuer Notes. Any substitute purchaser of Class B/C Eighth Issuer Notes pursuant to this paragraph shall be deemed to be a Class B/C Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Class B/C Eighth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase of Class A Eighth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the Note in aggregate principal amount of the Class A Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Class A Eighth Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Class A Eighth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the Purchase Pricepurchase of Class B/C Eighth Issuer Notes of a defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Class B/C Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. The Company of the aggregate principal amount of all Class B/C Eighth Issuer Notes, then ANPLC shall have the right to require the Buyer non-defaulting Class B/C Underwriters to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Class B/C Eighth Issuer Notes which such Class B/C Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/C Underwriter to purchase its pro rata share (based on the principal amount of the Class B/C Eighth Issuer Notes specified in which such Company Put Notice if Class B/C Underwriter agreed to purchase hereunder) of the conditions principal amount of the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Class B/C Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Class A Eighth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Class A Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Class A Eighth Issuer Notes, or if ANPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Class A Eighth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Note on principal amount of the Closing DateClass B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Class B/C Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. The Company of the aggregate principal amount of all Class B/C Eighth Issuer Notes, or if ANPLC shall not be obligated exercise the right described in Clause 3.1(b) above to sell require the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound non-defaulting Class B/C Underwriters to purchase the Note and December Closing Date Warrant Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter, then this Agreement shall thereupon terminate, without liability on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration part of the Buyer agreeing to enter into this Agreement, the Company non-defaulting Class B/C Underwriters; but nothing herein shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIrelieve a defaulting Class B/C Underwriter from liability for its default.

Purchase. Upon The Buyers, severally and not jointly, hereby irrevocably agree, in accordance with the terms amounts set forth on their respective signature page hereto, to purchase the Shares, at an aggregate purchase price of Five Hundred Thousand Dollars ($500,000) and subject the Warrants at an aggregate purchase price of Sixty Thousand Four Hundred Twenty-Two Dollars ($60,422) for an aggregate purchase price of Five Hundred Sixty Thousand Four Hundred Twenty-Two Dollars ($560,422) on the date hereof. For each Share sold there will be one accompanying Warrant sold. The “Purchase Price” for the Shares and Warrants sold shall be $0.9094 per Share and $0.125 per accompanying Warrant, and the exercise price of the Warrants sold, shall be $0.9094 per share of Common Stock, which is equal to the conditions lower of: (I) the last closing price of the Common Stock immediately prior to the time of execution of this Agreement and (ii) the average closing price of the Common Stock over the five (5) trading days preceding the execution of this Agreement. Notwithstanding anything herein to the contrary, the a Buyer hereby agrees may elect to purchase from the CompanyPre-Funded Warrants to purchase one share of Common Stock at an exercise price of $0.0001 per share of Common Stock, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14Exhibit B, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in lieu of Shares that would cause such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares ’s beneficial ownership of Common Stock equal to seventy percent be more than the Beneficial Ownership Limitation. The Purchase Price applicable to the Pre-Funded Warrant shall be $0.9094 a less the $0.0001 per share exercise price of each such Pre-Funded Warrant. For each Pre-Funded Warrant sold there will be one accompanying Warrant sold. The “Beneficial Ownership Limitation” shall be 4.99% (70or, at the election of each Buyer at Closing, 9.99%) of the number of shares issuable upon conversion of the Note Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this AgreementShares, the Company shall also issue Warrants and the Pre-Funded Warrants are collectively referred to herein as the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI“Securities”.

Purchase. Upon (a) On the terms and subject to the conditions set forth herein, at the Investment Closing, Parent shall issue and sell (1) to the Crestview Investor, a number of shares of Parent Class A Common Stock equal to the quotient obtained by dividing (A) the Investment Amount of the Crestview Investor (as each Investor’s Investment Amount may be reduced pursuant to Section 2.1(b) (such amount, the “Actual Investment Amount”)) by (B) Four Dollars Thirty-Four Cents ($4.34) (the “Price Per Share”), (2) subject to the limitations contained in the Communications Act and FCC Regulations as to ownership and voting of securities of an entity regulated by the FCC, to the UBS Investor, Class B Warrants initially exercisable for a number of shares of Parent Class B Common Stock equal to the quotient obtained by dividing (A) the Investment Amount of the UBS Investor (as such amount shall be reduced in the case of, and to the extent of, any sell-downs by the UBS Investor pursuant to Section 5.16) by (B) the Price Per Share, and (3) subject to the limitations contained in the Communications Act and FCC Regulations as to ownership and voting of securities of an entity regulated by the FCC, to the Macquarie Investor, Class B Warrants initially exercisable for a number of shares of Parent Class B Common Stock equal to the quotient obtained by dividing (A) the Macquarie Investor’s Actual Investment Amount (as such amount shall be reduced in the case of, and to the extent of, any sell-downs by the Macquarie Investor pursuant to Section 5.15) by (B) the Price Per Share; provided, that the Macquarie Investor may, in lieu thereof, elect in its discretion to receive shares of Parent Straight Preferred having an aggregate initial liquidation value equal to the Macquarie Investor’s Actual Investment Amount. Such election (which may be made in whole or in part) shall be made by the Macquarie Investor by irrevocable written notice to Parent and the Crestview Investor not less than eight (8) Business Days prior to the Investment Closing. The terms of the Parent Straight Preferred shall be set forth in a certificate of designations relating to the Parent Straight Preferred upon the terms set forth on Exhibit E (the “Straight Preferred Certificate of Designations”). (b) If, as of the Election Deadline, the aggregate number of Company Shares and Company Warrants that the holders thereof elect to have converted at the Effective Time into Parent Shares pursuant to the Merger Agreement exceeds the aggregate number of Company Shares and Company Warrants that would be converted at the Effective Time into Parent Shares in the “Max Cash” scenario in which the aggregate Cash Consideration is equal to the Cash Consideration Cap, the Investment Amount of the Crestview Investor and the Cadet Portion of the Investment Amount of the Macquarie Investor shall be automatically reduced by an aggregate amount equal to the product of (1) such excess aggregate number of Company Shares and Company Warrants and (2) $37.00. Such reduction shall be applied to the Investment Amounts of the Crestview Investor and the Macquarie Investor as follows: (A) first (but only as to the first $50,000,000 of such reduction), to the Investment Amount of the Crestview Investor, on the one hand, and the Cadet Portion of the Investment Amount of the Macquarie Investor, on the other, 50/50, on a dollar-for-dollar basis, and (B) second (as to amounts in excess of $50,000,000), to the Cadet Portion of the Investment Amount of the Macquarie Investor, but not less than zero. Notwithstanding anything in this Agreement to the contrary: (i) the minimum Investment Amount of the Crestview Investor will be $225,000,000 and, even if the Investment Amount of the Crestview Investor would not be reduced by operation of the preceding sentence by virtue of Company shareholder elections, Parent may reduce the Investment Amount of the Crestview Investor to $225,000,000 upon written notice to the Crestview Investor not later than the earlier of (x) 20 Business Days prior to the Investment Closing and (y) 5 Business Days after the Election Deadline; (ii) Parent will have the right to terminate the Cadet Portion of the Macquarie Investor’s Investment Amount, in whole or in part, at any time prior to the Investment Closing upon written notice to the Macquarie Investor, provided any such termination, once made, is irrevocable; (iii) in the event that Parent either sells more equity or Holdco borrows more money under the Debt Financing than is reflected in the “Max Cash” scenario of the Sources and Uses in the form provided by Parent to the Investors contemporaneously with the execution of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note result that Parent does not, as determined by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, Parent in its sole and absolute discretion, have given require the Company Put Notice full Investment Amount of the Macquarie Investor to consummate the transactions contemplated by the Merger Agreement, then Parent shall notify the Macquarie Investor not later than eight (8) Business Days prior to the BuyerInvestment Closing of the amount of the Macquarie Investor’s Investment Amount that is as a result thereof not required and the Macquarie Investor may elect to reduce its Investment Amount in its sole discretion to the extent not so needed by Parent, whereupon by written notice to Parent not more than six (6) Business Days after such notice from Parent, provided that once made, such reduction is irrevocable; and (iv) Parent may, by written notice, request that the Company Syndication Portion of the Macquarie Investor’s Investment Amount be reduced, in whole or in part, at any time prior to the Investment Closing; provided any such reduction shall be obligated to sell made at the Note and issue Macquarie Investor’s sole discretion and, once made, such December Closing Date Warrant reduction is irrevocable. Parent shall promptly provide to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees Investors information that it will be irrevocably bound to purchase receives regarding the Note and December Closing Date Warrant on the Closing Date so long as (i) the election by Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration shareholders of the Buyer agreeing consideration to enter into this be received under the Merger Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to TRS, (ii) cause such financing statements and amendments to name FSB, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by FSB on each Addition Date (or, with respect to New Accounts, on the Company New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by FSB not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to TRS a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement. Each of the Trust and the Indenture Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company a Secured Convertible Promissory Note in the principal amount of $890,000.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III listing all of the Buyer Mortgage Notes (defined below) as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Buyer Mortgage Notes (the sum of the principal amount of the Buyer Mortgage Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). All of the Buyer Mortgage Notes shall be secured no later than five (5) Trading Days after the Closing Date by a Mortgage substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Mortgage”), subject to Section 2.1(d). The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note and to the Warrant as set forth in the table attached hereto as ANNEX V. (b) In consideration for the Purchase Price, the Company shall, at the Closing (defined below): (i) execute and deliver to the Buyer the Security Agreement; (ii) execute and deliver to the Buyer that certain Warrant to Purchase Shares of Common Stock substantially in the form attached hereto as ANNEX VI (the “Warrant”); (iii) execute and deliver to the Buyer a Judgment by Confession substantially in the form attached hereto as ANNEX VII (the “Confession”); (iv) execute and deliver to the Buyer a Release Deed (the “Release”) substantially in the form attached hereto as ANNEX VIII. The Release shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as ANNEX IX (the “Escrow Agreement”); (v) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX X (the “Transfer Agent Letter”); (vi) cause to be executed and delivered to the Buyer a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX XI (together, the “Secretary’s Certificate”); and (vii) cause to be executed and delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX XII (the “Share Issuance Resolution”). (c) At the Closing, the Buyer shall deliver the Purchase Price to the Company by delivering the following: (i) the Initial Cash Purchase Price; (ii) the Buyer Mortgage Note #1 in the principal amount of $200,000 duly executed and substantially in the form attached hereto as ANNEX XIII (“Buyer Mortgage Note #1”); and (iii) the Buyer Mortgage Note #2 in the principal amount of $200,000 duly executed and substantially in the form attached hereto as ANNEX XIV (“Buyer Mortgage Note #2”, and together with Buyer Mortgage Note #1, the “Buyer Mortgage Notes”). (d) The Buyer shall further execute and cause to be recorded the Mortgage in the official records of ▇▇▇▇ County, Illinois. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Buyer may, in the Buyer’s sole discretion, add additional collateral to the collateral covered by the Mortgage (the “Collateral”), and may substitute collateral as the Buyer deems fit, provided that the fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Buyer Mortgage Notes as of the date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Company, and the Company hereby agrees shall take such other measures as are necessary or advisable in order to sell accomplish the intent of the Transaction Documents, including without limitation, execution of a request to release a lien against the original Collateral within five (5) Trading Days after written request from Buyer, on . The intent of the Closing Date, parties is that the Note in fair market value of the principal amount Collateral will be equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration outstanding balances of the Buyer agreeing Mortgage Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Mortgage Notes, then the Collateral will be deemed to enter into this Agreement, the Company shall also issue only secure those Buyer Mortgage Notes with an aggregate outstanding balance that is less than or equal to the Buyer on the closing date fair market value of the Other Collateral, applied in numerical order of the Buyer Mortgage Notes from time to time. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $400,000, then the Collateral will be deemed to secure Buyer Mortgage Notes #1 - #2 ($200,000 x 2 = $400,000). If the Collateral is subsequently appraised for $200,000, then the Collateral will automatically be deemed to secure Buyer Trust Deed Note Purchase Agreement #1 ($200,000 x 1 = $200,000) and not Buyer Trust Deed Note #2, until such time as Buyer Trust Deed Note #1 is paid in full, or upon the July 2006 Warrant, attached hereto as Annex XIincrease in the value of the Collateral.

Purchase. Upon Subject to the terms and subject to on the conditions of this Agreementincluded herein, the Buyer hereby agrees to purchase from the Company, and the Company hereby Seller agrees to sell to and transfer the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered Securities to the Buyer, and the Buyer agrees to purchase the Securities from the Seller, for cash in immediately available funds in an amount equal to (a) all accrued and unpaid interest on such Securities through (but not including) the Closing Date (as hereinafter defined), provided that if the Closing Date is also an Interest Payment Date (as defined in the indenture under which the Securities were issued), the interest on the Securities payable on such Interest Payment Date will instead be payable to the holder in whose name the Securities are registered at the close of business on January 1, 2013, plus (b) an amount equal to sixty-two percent (62%) of the original principal amount of such Securities (the “Purchase Price”). Payments will be made via the DTC system. Subject to the terms and on the conditions included herein and effective upon receipt by the Seller of the Purchase Price, the Seller waives any and all rights with respect to the Securities (including, without limitation, any existing or past defaults and the consequences thereof in respect of the Securities and the indenture under which the Securities were issued), and releases and discharges the Buyer from any and all claims (other than claims under this Agreement) that the Seller may have now, or may have in the future, arising out of, or related to, the Securities (including, without limitation, any claims that the Seller is entitled (i) to receive additional principal or interest payments with respect to the Securities, (ii) to convert the conditions to closing as set forth in Section 7 Securities into cash, shares of this Agreement have been satisfied by the Company. In consideration common stock of the Buyer agreeing Buyer, or both, or (iii) to enter into this Agreement, the Company shall also issue to the Buyer on the closing date participate in any redemption or defeasance of the Other Note Purchase Agreement Securities or be entitled to any of the July 2006 Warrant, attached hereto as Annex XIbenefits under the indenture under which the Securities were issued).

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase loan to the Company the principal amount set forth on the Buyer’s signature page of this Agreement (the “Initial Cash Purchase Price”) and to issue to the Company the Mortgage Notes (the sum of the initial principal amounts of the Mortgage Notes, together with the Initial Cash Purchase Price, the “Purchase Price”), which Mortgage Notes shall be secured by a mortgage on real property substantially in the form attached hereto as Annex II (the “Mortgage”). The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. (ii) The obligation to repay the loan from the Buyer shall be evidenced by the Company’s issuance of a Secured Convertible Promissory Note to the Buyer in the principal amount of $1,226,500.00 substantially in the form attached hereto as Annex III (the “Note”) secured by a Security Agreement substantially in the form attached hereto as Annex IV listing each of the Mortgage Notes as security for the Company’s obligations under each of the applicable Transaction Documents (the “Security Agreement”). (iii) In consideration for the Purchase Price, and the Company hereby agrees to sell will also issue to the Buyer, on Buyer a warrant in the Closing Dateform attached hereto as Annex V (the “Warrant”). (iv) The Company shall also execute and deliver to the Buyer a Release Deed (the “Release”) substantially in the form attached hereto as Annex VI. (v) The Release shall be held in escrow in accordance with the terms of the escrow agreement substantially in the form attached hereto as Annex VII (the “Escrow Agreement”). (vi) At the Closing, the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Mortgage Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth of $200,000.00 substantially in the form of the Note attached hereto as Annex I for VIII (the Purchase Price. “Mortgage Note #1”); (3) A Mortgage Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex IX (the “Mortgage Note #2”); (4) A Mortgage Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex X (the “Mortgage Note #3”); (5) A Mortgage Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XI (the “Mortgage Note #4”); (6) A Mortgage Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XII (the “Mortgage Note #5,” and together with Mortgage Note #1, Mortgage Note #2, Mortgage Note #3 and Mortgage Note #4, the “Mortgage Notes”); and (7) The Company shall have the right Mortgage. (vii) The loan to require be made by the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase issuance of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date and Warrant to the Buyer until are sometimes referred to herein and in the Company shall, in its sole discretion, have given other Transaction Documents as the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell purchase and sale of the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon Catterton hereby agrees with Warburg that, at the terms and Closing, Catterton wi▇▇ ▇▇▇▇▇▇se the Assigned Shares for an aggregate purchase p▇▇▇▇ ▇▇ $49,999,290 (the "CATTERTON PURCHASE PRICE") from the Company. Concurrent with the execut▇▇▇ ▇▇ ▇▇is Agreement, subject to the conditions to the Funding in the Purchase Agreement being satisfied or waived (as determined in the sole discretion of Warburg, acting reasonably), Catterton will pay to Warburg the Catterton Purchase Price, which shall ▇▇ ▇▇▇▇ in accordance with the te▇▇▇ ▇▇ ▇▇e Escrow Agreement. Catterton will not be under any obligation to purchase the Assigned Sha▇▇▇ ▇▇ ▇▇e Closing in accordance with the first sentence of this AgreementSection 3 unless and until (i) the conditions in the Purchase Agreement to the Closing are satisfied or waived (it being understood that Warburg in its sole discretion acting reasonably shall determine whether such conditions are satisfied); PROVIDED that Warburg shall not (A) waive any of such conditions or amend or modify the Purchase Agreement in a manner that affects the rights and privileges of Catterton in a manner that is disproportionately adverse to the adverse ▇▇▇▇▇▇ ▇uch amendment or waiver has on Warburg unless Catterton has consented thereto in writing or (B) assign any of its rig▇▇▇ ▇▇▇▇▇ the Purchase Agreement (other than to an Affiliate Fund, the Buyer hereby provided that such Affiliate Fund agrees to purchase from perform the Companyobligations of Warburg hereunder) unless Catterton has consented in writing (such consent not to be unreasonably ▇▇▇▇▇▇▇▇ or delayed) and (ii) Warburg shall have made the deposits into the Escrow Account as required by the Escrow Agreement and, and the Company hereby agrees to sell subject to the BuyerAHI Acquisition, on the Closing Date, the Note in the principal amount equal to the Purchase Price Catterton and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company Warburg shall each have the right to require receive the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing number o▇ ▇▇▇▇▇▇▇ies set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent APPENDIX A attached hereto (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to adjustment as described herein and in the conditions of this Purchase Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI).

Purchase. Upon (a) This Warrant may be exercised by the terms Registered Holder, in whole or in part, at any time and subject from time to time after the conditions Date of Issuance hereof until 5:00 p.m. (Boston, Massachusetts time) on the Expiration Date, by surrendering this AgreementWarrant, with the Buyer hereby agrees to purchase from form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, and or at such other office or agency as the Company hereby agrees to sell to may designate, accompanied by payment in full, in lawful currency of the BuyerUnited States, on the Closing Date, the Note in the principal amount equal to of the Purchase Price and having the terms and conditions as set forth payable in the form respect of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to seventy percent pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (70%i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Subsection l(c) below (the "Exercise Date"), over the Purchase Price per share. (c) The Fair Market Value per share of Common Stock shall be determined as follows: (i) if the Common Stock is listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, (A) the Board of Directors of the Company and the Registered Holder shall independently determine the Fair Market Value per share of Common Stock on the basis of an assumed sale of the Company as a whole and no effect shall be given to any discount for lack of liquidity or to the fact that the Company has no class of equity securities registered under the Exchange Act, if such is the case, (B) each of the Board of Directors of the Company and the Registered Holder shall deliver to the other a report stating the Fair Market Value of Common Stock as of a specified date and setting forth a brief statement as to the nature (d) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon conversion such exercise as provided in Subsection 1(e) below shall be deemed to have become the holder or holders of record of the Note Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Subsection 1(g) below; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the Closing Dateface or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Subsection l(a) above. (f) All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and non-assessable and free from all liens and charges with respect to the issuance thereof. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof; provided, however, that the Company shall not be required to pay any federal, state or local income taxes incurred by the Registered Holder in connection with the issuance or delivery of such shares. In addition, the Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrant Shares issuable upon exercise of this Warrant in any name other than that of the Registered Holder, and in such case the Company shall not be required to issue or deliver any (g) The Company shall not be obligated to sell required upon the Note or issue such December Closing Date exercise of this Warrant to issue any fractional shares (as determined on an aggregate basis for each exercise pursuant to this Warrant), but shall make an adjustment therefor in cash on the Buyer until basis of the Fair Market Value per share of Common Stock, as determined pursuant to Subsection 1(c) above. (h) Reference is made to the Purchase Agreement with respect to the right of the Company shall, in its sole discretion, have given to repurchase a portion of the Company Put Notice to Warrants under the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as circumstances more fully described therein. (i) the Company Put Notice has been delivered The Registered Holder shall have such rights with respect to the Buyerregistration of this Warrant and the Warrant Shares under the Securities Act of 1933, and as amended (iithe "Securities Act") the conditions to closing as are set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Purchase Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementTRS (collectively, the Buyer hereby agrees "CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the Company hereby agrees applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in the BuyerAccounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the "PURCHASED ASSETS"). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as (i) in the Company Put Notice has been delivered Initial Accounts and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the Buyerrelated Addition Date, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied related Purchased Assets, shall be sold by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer Centurion and purchased by TRS on the closing related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Receivables arise.

Purchase. Upon (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the Buyer hereby LC Bank agrees to purchase issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Company, and Seller from time to time from the Company hereby agrees to sell date hereof to the BuyerFacility Termination Date; provided, on the Closing Datethat under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the Note (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the principal same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit and (y) an amount equal to the Purchase Price Net Receivables Pool Balance plus the Dollar Equivalent of any amount on deposit in the LC Collateral Account minus the Total Reserves, (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and having the terms LC Participants or (iv) the aggregate Capital of the Alternative Currency Purchases would exceed the Alternative Currency Sublimit. The Seller may, subject to the requirements and conditions as set forth herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, in the form of event the Note attached hereto as Annex I Seller fails to reimburse the LC Bank for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase full Dollar Equivalent amount of the Note by the Buyer, the Company shall issue to the Buyer at the closing any drawing under any Letter of Credit on the Closing applicable Drawing Date (out of its own funds available therefor) pursuant to Section 1.15, then the December Closing Date Warrant initially entitling Seller shall, automatically (and without the holder to purchase the number requirement of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note any further action on the Closing Date. The Company shall not part of any Person hereunder), be obligated deemed to sell have requested a new Purchase from the Note Conduit Purchasers or issue Related Committed Purchasers, as applicable, on such December Closing Date Warrant to the Buyer until the Company shalldate, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon on the terms and subject to the conditions hereof, in an amount equal to the amount of this Agreementsuch Reimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon sixty (60) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $125,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments and the Alternative Currency Sublimit shall be ratably reduced. The Buyer Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the Dollar Equivalent of the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the Dollar Equivalent of the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) Each of the parties hereto hereby acknowledges and agrees that it will be irrevocably bound to purchase the Note Purchaser Group that includes PNC, as a Purchaser Agent and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyera Purchaser, shall not include a Conduit Purchaser, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied each request by the Company. In consideration Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Purchases.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, CompuCredit does hereby sell, transfer, assign, set over and subject otherwise convey to CFC (the conditions “Conveyance”), without recourse except as provided herein, all its right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables existing at the close of this Agreement, business on the Buyer hereby agrees Initial Cut-Off Date and arising in the Initial Accounts (including Transferred Accounts and Related Accounts related to purchase from the Companysuch Initial Accounts), and all Receivables existing on each Addition Cut-Off Date and arising in the Company hereby agrees related Additional Accounts (including Transferred Accounts and Related Accounts related to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all monies due or to become due and all amounts received or receivable with respect thereto, and all Collections with respect to such Receivables (all of the Buyer, foregoing being the “Purchased Assets”). The Receivables existing in the Initial Accounts on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 and hereby are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note CompuCredit and purchased by CFC on the Closing Date. The Company shall not be obligated to sell Receivables arising in the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Initial Accounts after the Closing Date so long as and the related Purchased Assets shall be and hereby are sold by CompuCredit and purchased by CFC on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date, and the related Purchased Assets, shall be and hereby are sold by CompuCredit and purchased by CFC on the related Addition Date. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by CompuCredit and purchased by CFC on the date such Receivables arise. (b) CompuCredit shall (i) the Company Put Notice has been delivered authorize and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of such Purchased Assets from CompuCredit to CFC, and (ii) deliver a file-stamped copy of such financing statements or other evidence of such filings to CFC as soon as is practicable after filing. (c) CompuCredit shall, at its own expense, (i) on or prior to (x) the conditions Closing Date, in the case of the Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records that all Receivables arising in the Accounts and the related Purchased Assets have been conveyed to closing CFC in accordance with this Agreement and (ii) on or prior to the date referred to in clauses (i)(x) and (i)(y), deliver to CFC an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts as set forth soon as practicable after the Determination Date relating to the Monthly Period during which their respective Addition Dates occur) specifying for each such Account, as of the Initial Cut-Off Date, in Section 7 the case of the Initial Accounts, and the applicable Addition Cut-Off Date, in the case of Additional Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Each Account Schedule, as supplemented from time to time, shall be delivered to CFC. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to any Purchased Asset, CompuCredit agrees not to alter such indication during the remaining term of this Agreement have been satisfied unless and until CompuCredit has taken such action as is necessary or advisable to cause the interest of CFC in the Purchased Assets to continue to be perfected and of first priority. (d) The parties hereto intend that the conveyance to CFC by CompuCredit of the CompanyPurchased Assets shall constitute a sale and not a secured borrowing including for accounting purposes. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, this Agreement shall constitute a security agreement under applicable law, and CompuCredit hereby grants to CFC a first priority perfected security interest in all of CompuCredit’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Buyer agreeing Purchased Assets and the proceeds thereof to enter into this Agreement, secure the Company shall also issue to the Buyer on the closing date obligations of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XICompuCredit hereunder.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementTRS (collectively, the Buyer hereby agrees "CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the Company hereby agrees applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in the BuyerAccounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the "PURCHASED ASSETS"). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as (i) in the Company Put Notice has been delivered Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the Buyerrelated Addition Date, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied related Purchased Assets, shall be sold by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer FSB and purchased by TRS on the closing related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Receivables arise.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to TRS, (ii) cause such financing statements and amendments to name FSB, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file- stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by FSB on each Addition Date (or, with respect to New Accounts, on the Company New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by FSB not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to TRS a security interest, which security interest shall be a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset. (g) By executing this Agreement, each of FSB and TRS acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Buyer on Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the closing date Original Agreement and any of its existing obligations under the Other Note Purchase Original Agreement the July 2006 Warrantshall remain in full force and effect under this Agreement, attached hereto as Annex XIamended and restated.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) RPA Seller agrees to contribute, and does -------- hereby contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the terms RPA Closing Date, all of the Existing Assets. The contribution and sales of the Existing Assets from RPA Seller to Buyer are subject in each case to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the conditions FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, the Buyer hereby agrees shall apply to purchase from the Companyall Receivables, and the Company hereby agrees to sell to the Buyerwhether originated before, on or after the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the RPA Closing Date. The Company shall not be obligated RPA Seller and Buyer hereby agree that each existing Receivable sold by RPA Seller to sell First Consumers Master Trust pursuant to the Note or issue such December Existing Pooling Agreement before the RPA Closing Date Warrant shall be deemed for all purposes (including the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's -------------- repurchase obligations under Section 6.1) to have been sold by RPA Seller ------------ to Buyer on the date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer until hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be so maintained and held by RPA Seller on behalf and for the Company shallbenefit of Buyer, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon accordance with the terms and subject to the conditions of this Agreement. The Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer acknowledges hereunder, this Agreement constitutes and agrees that it will shall be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as deemed (i) the Company Put Notice has been delivered notice to the RPA Seller by Buyer of Buyer's security interest in such bank accounts, and (ii) RPA Seller's acknowledgment of and consent to Buyer's notice and Buyer's security interest in such bank accounts. (b) Subject to and upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to closing Buyer, without recourse, all of RPA Seller's right, title, and interest in, to, and under the Receivables existing at the opening of business on the RPA Closing Date (excluding Receivables in respect of Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One ------------- identified by account number and by Receivable balance as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing RPA Closing Date and each Account automatically designated pursuant to enter into this AgreementSection -------- 2.2 (c) together with all monies due or to become due with respect thereto ------ (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the Company shall also issue rights to receive amounts paid or payable as Interchange with respect to such Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the foregoing (the "Transferred ----------- Assets"), and (ii) subject to the Buyer provisions of Section 2.2, on each ------ ----------- Addition Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to in clause (i) above) effective on the closing date Addition Date ---------- therefore, together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all of the Other Note Purchase Agreement foregoing (all of which, upon any such conveyance, shall be included in the July 2006 Warrant, attached hereto as Annex XITransferred Assets).

Purchase. Upon (a) This Warrant may be exercised by the terms and subject to Registered Holder, in whole or in part, by surrendering this Warrant, with the conditions purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of this Agreement, the Buyer hereby agrees to purchase from the Company, and or at such other office or agency as the Company hereby agrees to sell to may designate, accompanied by payment in full, in lawful currency of the BuyerUnited States, on the Closing Date, the Note in the principal amount equal to of the Purchase Price and having the terms and conditions as set forth payable in the form respect of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to seventy percent pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (70%i) the total Purchase Price payable in respect of the number of shares issuable Warrant Shares being purchased upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and exercise by (ii) the conditions excess of the Fair Market Value per share of Common Stock as of the effective (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to closing be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as set forth in Section 7 of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Agreement Warrant pursuant to this Subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been satisfied by effected immediately prior to the Companyclose of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. In consideration At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Subsection 1(d) below shall be deemed to have become the holder or holders of record of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.Warrant Shares represented by such

Purchase. Upon The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-2 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-2 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-2 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of U.S. Issue 2007-2 Notes set out against its name in Schedule I hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase U.S. Issue 2007-2 Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such U.S. Issue 2007-2 Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such U.S. Issue 2007-2 Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure that another party or other parties satisfactory to the conditions non-defaulting Underwriters purchase such U.S. Issue 2007-2 Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such U.S. Issue 2007-2 Notes, or Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such U.S. Issue 2007-2 Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the U.S. Issue 2007-2 Notes. Any substitute purchaser of U.S. Issue 2007-2 Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the U.S. Issue 2007-2 Notes. (b) If, after giving effect to any arrangements for the purchase from of U.S. Issue 2007-2 Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for U.S. Issue 2007-2 Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the U.S. Issue 2007-2 Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated U.S. Issue 2007-2 Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the U.S. Issue 2007-2 Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the U.S. Issue 2007-2 Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the U.S. Issue 2007-2 Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the U.S. Issue 2007-2 Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-2 Notes, or if Abbey shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number U.S. Issue 2007-2 Notes of shares of Common Stock equal a defaulting Underwriter, then this Agreement shall thereupon terminate, without Back to seventy percent (70%) Contents liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon the terms and subject (i) Subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth in on the form Lender's signature page of this Agreement (the "Aggregate Purchase Price"), out of the Note attached hereto as Annex I for aggregate amount being loaned by all Lenders of $_____________1 (the "Total Purchase Price"). -------------------- 1 Amount to be inserted at Initial Closing Date (as defined below), not less than $2,000,000 [provided, (ii) The Company Aggregate Purchase Price shall have be payable by the right to require the Buyer to purchase the Note by delivering Lender to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy as follows: (a) fifty percent (7050%) of the number of shares issuable upon conversion Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Lender with the Escrow Agent on or before the Initial Closing Date and shall be paid to the Company within two Trading Days after the Company files the Registration Statement, as provided below and in the Joint Escrow Instructions (as those terms are defined below) and (b) fifty percent (50%) of the Note Aggregate Purchase Price (the "Additional Purchase Price") shall be paid to the Company on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. . (iii) The Company obligation to repay the loan of the relevant Purchase Price from the Lender shall not be obligated to sell evidenced by the Note Company's issuance of one or issue such December Closing Date Warrant more Convertible Debentures to the Buyer until Lender in such principal amount (the Company shall, in its sole discretion, have given the Company Put Notice Convertible Debentures issued to the BuyerLender, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement"Debentures"). The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as Each Debenture (i) shall provide for a conversion price (the Company Put Notice has been delivered "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the BuyerDebenture or in the other Transaction Agreements, and (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. The loan to closing as set forth in Section 7 of this Agreement have been satisfied be made by the Company. In consideration Lender and the issuance of the Buyer agreeing Debentures and the Warrants to enter into this Agreementthe Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and Warrants. (iv) The Purchase Price to be paid by the Lender shall be equal to the face amount of the Debentures being purchased on the relevant Closing Date (as defined below) and shall be payable in United States Dollars. (v) With respect to the Initial Closing Date, the Company shall also issue will deliver the relevant Certificates to the Buyer Escrow Agent within five (5) Trading Days (as those terms are defined below) after the Escrow Agent notifies the Company that the Escrow Agent has on the closing date deposit cleared funds (or equivalents) equal to (x) at least $1,000,000 of the Other Note Initial Purchase Agreement Price for one or more Lenders and (y) thereafter, any additional Initial Purchase Price. Such Certificates shall be held in escrow as provided in the July 2006 WarrantJoint Escrow Instruction. (vi) With respect to the Additional Closing Date, attached hereto the Company will deliver the relevant Certificates to the Escrow Agent as Annex XIprovided in Section 6(b) hereof. -------------------------------------------------------------------------------- however, that this amount may be less if the Company provides the Escrow Agent with an Additional Financing Notice, as defined in Section 6(c)(v) below, on or before that date] and not more than $3,000,000.

Purchase. Upon (a) The purchase price (the terms and subject to "Purchase Price") for the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, Acquired Assets and the Company hereby agrees agreement not to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form compete of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing Seller set forth in Section 7 are satisfied. In connection with 3.8 shall be cash in the purchase amount of the Note excess of (x) $33,400,000 over (y) the aggregate amount of the Merchant Receivables. (b) The Purchaser and HSN Catalog Services shall pay the Purchase Price (less (i) the Escrow Amount (as defined below) and (ii) the Estimated Net Working Capital Deficit (as defined in Section 1.8(b)(i)), if any), at Closing by wire transfer of immediately available funds to an account of the BuyerSeller designated in writing to the Purchaser no later than two business days prior to the Closing Date. At the Closing, the Company Purchaser shall issue deliver $3,000,000 of the Purchase Price (the "Escrow Amount") to the Buyer at escrow agent (the closing on "Escrow Agent") named in the escrow agreement to be entered into as of the Closing Date between the December Closing Date Warrant initially entitling Purchaser, the holder Seller and the Escrow Agent in the form attached hereto as Exhibit A (the "Escrow Agreement"). The lesser of (i) $2,000,000 of the Escrow Amount and (ii) the aggregate amount in the escrow fund under the Escrow Agreement shall be a contingent portion of the Purchase Price (such lesser amount, the "Contingent Amount"), and the Escrow Agreement shall provide that the Contingent Amount shall be paid back to purchase the number Purchaser if Keystone, during the first two years of shares the term of Common Stock equal the Services Agreement, fails to seventy perform, in all material respects, its obligations under the Services Agreement, unless, prior to the expiration of the first two years of the term of the Services Agreement, the Services Agreement is terminated by Keystone for Cause (as defined in the Services Agreement) or by the Purchaser for any reason other than for Cause. Fees and expenses of the Escrow Agent shall be paid fifty percent (7050%) by the Seller and fifty percent (50%) by the Purchaser. (c) The allocation of the number of shares issuable upon conversion of Purchase Price among the Note on Acquired Assets and the non-compete set forth in Section 3.8 shall be reasonably agreed to by the Purchaser and the Seller prior to the Closing Date. The Company Purchaser, the Seller and HSN Catalog Services shall not be obligated to sell the Note or issue follow such December Closing Date Warrant allocation in determining and reporting their liabilities for federal, state, local and foreign tax returns filed by them subsequent to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIDate.

Purchase. Upon The Licensor may at all times seek a Purchaser for any or all of the terms Intellectual Property Rights held by the Licensor from time to time. On the reasonable request of the Licensor, Alpharma shall permit the Licensor or its agent or representative to use any Registration Dossier originated pursuant to the Technology Licence and Option Agreement (and such other information as may be supplied by Alpharma to the Licensor from time to time), in the Licensor's search for a Purchaser. If during the Licence Period a Purchaser is found and offers to purchase any or all of the Intellectual Property Rights (which includes the Know-How, the Licensed Patents and the Trade ▇▇▇▇ licensed hereunder in the Territory) for a price that will enable Alpharma to receive ****, then Alpharma shall be obliged and hereby undertakes to accept the Purchaser's offer and consent to the part of the Intellectual Property Rights licensed to Alpharma being included in such sale. If a Purchaser requires a sale of any of the Business Assets as part of a sale of the Intellectual Property Rights pursuant to Clause 9.3, then, provided Alpharma is able to receive pursuant to such Clause ****, Alpharma shall be obliged, and hereby undertakes (without entitlement to any additional payment or further consideration) to sell (or procure the sale of) such Business Assets to the Purchaser with full title guarantee, free from all encumbrances, and with all relevant third party consents, with a view to the Purchaser carrying on the Business as a going concern in succession to Alpharma. Alpharma acknowledges and agrees that in the event of such sale it shall not seek, claim or otherwise be entitled to recover any additional payment as further consideration for such sale otherwise than as provided under Clauses 9.3 and 9.5. Alpharma further agrees and undertakes that it will not during the Licence Period sell, transfer or otherwise dispose of any of the Business Assets (except for inventory sold in the ordinary course of business, raw material converted into inventory and other Business Assets reaching the end of their normal commercial life or contractual assets, such as leased property, reaching the end of their contractual term) otherwise than with the consent of the Licensor such consent not to be unreasonably withheld. Any sale of Intellectual Property Rights (including Third Party Licences) shall be subject to the conditions receipt of this Agreementall relevant third party consents without payment by Alpharma to said third party(ies) for such consents. If a Purchaser is found within the Licence Period, and such Purchaser agrees in principle to purchase any or all of the Intellectual Property Rights (which include the Know-How, the Buyer hereby agrees Licensed Patents and the Trade ▇▇▇▇ licensed hereunder in the Territory) and, if applicable, the Business Assets pursuant to Clause 9.4, Alpharma and the Licensor agree that they will acting reasonably and in good faith fully cooperate with each other to reach agreement with the Purchaser on the terms of the purchase agreement, including the giving of such representations, warranties, indemnities and undertakings to the Purchaser as are usual and reasonable in such transactions; and on completion of the sale to the Purchaser: the licences granted in Clause 3 shall immediately terminate; the total consideration paid at or after completion of the sale will be divided between Alpharma and the Licensor on the following basis: Alpharma: ****; and the Licensor: all amounts not payable to Alpharma under Clause 9.5.2.1; preference shall be given to a cash Purchaser but, if extended terms are granted, the Purchaser shall (i) have an A credit rating or better or (ii) provide a bank guarantee for each extended payment and (iii) unless otherwise agreed to by the Licensor and Alpharma be granted extended terms no greater than **** from the Companydate of closing of the purchase agreement; should the Purchaser propose an arrangement other than that envisaged in Clause 9.5.3 but acceptable to the Licensor and Alpharma, then the Licensor and Alpharma shall, acting reasonably and in good faith, enter into negotiations to divide such consideration in a manner reasonably calculated to attain the split described in Clause 9.5.2; they will each bear their own costs in the preparation, negotiation and completion of such agreement; and Alpharma shall continue to be fully responsible for those liabilities of the Business remaining with Alpharma after such sale. The **** at date of completion of any sale to a Purchaser as the case may be, shall be determined and certified by PriceWaterhouse Coopers (or such other independent firm as the Parties may determine) adopting those accounting principles previously used by Alpharma in its audited financial statements and having first carried out a physical inspection of the Business Assets. Such firm shall act as an expert, not as an arbitrator, and its findings shall, in the Company hereby agrees absence of manifest error, be final and binding on the Parties. The determination and certification to sell be carried out pursuant to this Clause 9.6 shall be conducted at the equal expense of Alpharma and the Licensor. If there is no Purchaser found during the Licence Period, then the Extended Licence Period shall commence and: the licences granted to Alpharma under Clause 3.1 shall, subject to Clause 9.7.2 and 9.7.3, become fully paid up at no further cost to Alpharma; Alpharma shall forthwith reimburse the Licensor on demand for all external costs associated with the prosecution and maintenance of the Licensed Patents upon submission of valid invoices in relation thereto to Alpharma; the Licensor shall at any time in its sole discretion have the option of assigning all rights in all the Licensed Patents, Trade ▇▇▇▇ and Know-How in the Territory to Alpharma, which assignment shall be at no further cost to Alpharma other than reimbursement to the BuyerLicensor (promptly upon demand) of all reasonable external costs (including, on without limitation, legal costs and costs payable to the Closing Date, the Note Patent and Trademark Offices in the principal amount equal countries comprising the Territory) incurred by the Licensor to effect such transfer. Alpharma shall indemnify the Licensor against any loss, damages. liabilities, costs, claims or expenses which the Licensor may suffer or incur as a result of any failure by Alpharma to comply with its obligations under this Clause 9. Each Party undertakes that it shall keep secret and confidential all Confidential Information communicated to it by any of the others and shall not use or disclose the same or any part thereof to any person whatsoever except as provided in this Clause 10. Each Party may disclose Confidential Information to those of its key directors, employees or consultants on a need to know basis who are directly concerned with the Licensed Product (and in the case of the Licensor to any potential Purchaser), provided that, before any such disclosure, it shall ensure that each of the relevant persons: is made aware of the confidential nature of the Confidential Information; acknowledges in writing that he or she owes a duty of confidence to the Purchase Price and having Party which originally disclosed the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer Confidential Information; enters into a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified confidentiality undertaking in such Company Put Notice if form as the conditions Party whose Confidential Information is being disclosed may reasonably specify, and complies with the obligations set out in that confidentiality undertaking. Each Party may also disclose Confidential Information to: its auditors, and financial and legal advisers and any other persons having a legal right or duty to closing set forth know the Confidential Information in Section 7 are satisfied. In connection with the purchase business of the Note Party; to any Regulatory Authority as required to file and prosecute to grant a Product Licence in that country; and where ordered by a court of competition jurisdiction to do so or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined by the BuyerFinancial Services Act 1986) or there is any other statutory obligation to do so, provided always that, where practicable (and, in any event excluding disclosures pursuant to Clause 10.3.3), the Company Party required to make such disclosure shall issue notify the Party who owns the Confidential Information, identifying the Information in question and giving the latter Party adequate time to make representations about the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder required disclosure to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Dateany relevant bodies. The Company Party required to make such disclosure shall not further use its reasonable endeavours to ensure that any such persons to whom the Confidential Information is required to be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, disclosed under this Clause 10.3 hold it in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon confidence in accordance with the terms and subject to the conditions of this Agreement. The Buyer acknowledges Each Party may disclose Confidential Information to a sublicensee properly appointed in accordance with the Agreement, provided that before any such disclosure the disclosing Party shall have entered into a confidentiality undertaking with its sublicensee on terms no less onerous than the provisions of this Clause 10. Each Party shall take all reasonable steps to minimise the risk of disclosure of Confidential Information and agrees a breach of Clause 10 including, but not limited to: ensuring that it will be irrevocably bound only persons whose duties require them to purchase possess Confidential Information have access to it; and by effecting and maintaining adequate security measures to safeguard the Note Confidential Information from unauthorised access, use and December Closing Date Warrant on misappropriation, including, but not limited to, providing proper and secure storage for papers, drawings and other material within the Closing Date so long as (i) the Company Put Notice has been delivered Confidential Information and forbidding unauthorised persons access to the Buyerplace or places where these are stored. Each Party undertakes to notify the relevant other Party promptly of any unauthorised use, copying or disclosure of any Confidential Information belonging to that Party of which it becomes aware and (ii) to provide all reasonable assistance to the conditions latter Party to closing as set forth terminate such unauthorised use and/or disclosure. In the event that the obligation of confidentiality imposed by the Agreement is breached by any Party either wilfully or negligently or carelessly, then the Party at fault shall be responsible to the injured Party for all the damages arising from the breach and communication to the third party of the Confidential Information excluding indirect, consequential damages and loss of profits, provided that such injured Party shall nevertheless be obliged to mitigate its loss in Section 7 such circumstances. The provisions of this Clause 10 shall not apply to any Confidential Information which: is or comes into the public domain through no fault of the receiving Party, its employees agents or sub-contractors; or is lawfully disclosed to the receiving Party by a third party rightfully in possession of it; or is independently developed by the receiving Party without access to or knowledge or use of the Confidential Information. The Parties further agree to treat the terms of this Agreement have been satisfied by as confidential and no Party may disclose such terms to any third party (except to those persons listed in Clauses 10.2 and 10.3 and only in accordance with the Company. In consideration terms of those Clauses) without the prior written consent of the Buyer agreeing other Parties, which consent shall not be unreasonably withheld or delayed, except that Alpharma shall be entitled to enter into disclose the existence of the Agreement and its material terms to such persons in connection with its obligations as a listed public company and the making of appropriate filings with the Securities and Exchange Commission and the New York Stock Exchange as may be recommended by its chief legal officer. The provisions of this AgreementClause 10 shall remain in force without limit in time and notwithstanding termination of this Agreement howsoever occurring. Subject to Clause 9.6.2, upon an assignment pursuant to Clause 9.6.3, the Company shall also issue Licensor undertakes at Alpharma's cost and expense to apply to record the Buyer on the closing date change of ownership with respect to those of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XILicensed Patents which it acquired prior to 31st December 2003.

Purchase. Upon The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-1 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-1 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-1 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of U.S. Issue 2007-1 Notes set out against its name in Schedule I hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase U.S. Issue 2007-1 Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such U.S. Issue 2007-1 Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such U.S. Issue 2007-1 Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure that another party or other parties satisfactory to the conditions non- defaulting Underwriters purchase such U.S. Issue 2007-1 Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such U.S. Issue 2007-1 Notes, or Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such U.S. Issue 2007-1 Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the U.S. Issue 2007-1 Notes. Any substitute purchaser of U.S. Issue 2007-1 Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the U.S. Issue 2007-1 Notes. (b) If, after giving effect to any arrangements for the purchase from of U.S. Issue 2007-1 Notes of a defaulting Underwriter by the Companynon- defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for U.S. Issue 2007-1 Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the U.S. Issue 2007-1 Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated U.S. Issue 2007-1 Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the U.S. Issue 2007-1 Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the U.S. Issue 2007-1 Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the U.S. Issue 2007-1 Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(b), the Company aggregate principal amount of the U.S. Issue 2007-1 Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-1 Notes, or if Abbey shall issue not exercise the right described in Clause to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number U.S. Issue 2007-1 Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon In accordance herewith, in order to accommodate the terms interests of Unimark, ▇▇▇▇, and subject FOCIR, THE PURCHASER purchases for FOCIR, which, in turn sells each and every of its shares representing the equity interest of ▇▇▇▇ duly subscribed and paid for by FOCIR (the "Shares") as set forth below, for the price of $47,034,000.00 (forty-seven million, thirty-four thousand and 00/100 pesos). The Shares acquired by the PURCHASER are those represented by the following share certificate: CERTIFICATE SERIES SHARES REPRESENTED AMOUNT ----------- ------ ------------------ ------ 9 B 26,003,444 N/A In connection herewith, FOCIR will deliver to THE PURCHASER the stock titles described in this clause, duly endorsed in blank in its favor, for the purpose of delivering the shares in connection with the purchase. FOCIR and THE PURCHASER expressly agree that the purchase price of the Shares will be paid to FOCIR within a maximum period of seven years, three months, accrued beginning with the signature hereof, made in seven annual partial payments in consecutive installments on the Debt Payment Dates, pursuant to the conditions set forth in the Clause Sixth hereof. As a result the execution of this Agreement, FOCIR grants to THE PURCHASER the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell broadest receipt allowable by law with respect to the Buyerfulfillment of the obligation delivery of the purchase price, on the Closing Dateunderstanding that as of the date hereof THE PURCHASER acknowledges that it owes to FOCIR the amount of Debt, the Note in the principal amount equal same that amounts to the Purchase Price and having the terms and conditions as set forth in the form purchase price. In virtue of the Note attached hereto as Annex I for foregoing, ▇▇▇▇ agrees to register the Purchase Price. The Company shall have the right transfer of Shares referred to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, this clause in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIShareholders Registry Book.

Purchase. Upon (a) On any date on or after the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Four-Year Date and the Buyer shall be obligated to Marriott may purchase the Notes specified in such Company Put Notice if whole but not in part. On any date on or after the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the BuyerTwo-Year Date, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) if an Event of Default has occurred and is continuing, Marriott may purchase the Company Put Notice has been delivered to the BuyerNotes, in whole but not in part, and (ii) if Marriott has not previously elected to purchase the conditions Notes and any payment has been made pursuant to closing the Policy, the Swap Policy, the Reinsurance Agreement or the Swap Reinsurance Agreement on account of a claim made thereunder, the Insurer or the Reinsurer may purchase the Notes, in whole but not in part (the party electing to purchase the Notes under the preceding sentence or clause (i) or (ii) above being referred to as the "Purchaser"). In addition, if the Insurer or the Reinsurer elects to purchase the Notes under clause (ii) above, within ten (10) calendar days after receipt of notice from the Insurer or the Reinsurer, Marriott may instead elect to purchase the Notes under clause (i) above, which election by Marriott will supersede the election by the Insurer or the Reinsurer under clause (ii) above. Any election to purchase the Notes will be made by delivery from the Purchaser to the Trustee and to the Insurer (in the case of the first sentence of this Section 9.2(a) or clause (i) above) or Marriott (in the case of clause (ii) above) of written notice thereof (a "Purchase Notice"). A Purchase Notice shall be delivered at least 35 (or fewer, but not less than 30, with the consent of the Trustee) calendar days and not more than 95 calendar days prior to the date upon which a purchase will occur, which notice shall be irrevocable. The purchase price of the Notes shall be as set forth in Section 7 9.3(a). (1) If the Purchaser is Marriott, simultaneously with the giving of this Agreement a Purchase Notice, such Purchaser shall deliver to the Trustee for deposit into the Note Purchase Account the Redemption/Purchase Deposit Amount, and no Purchase Notice from such Purchaser shall be deemed to be effective unless and until such funds have been satisfied deposited. If the Insurer is the Purchaser, the Insurer shall deliver to the Trustee for deposit in the Note Purchase Account by 11:00 a.m. New York City Time on the Company. In consideration Payoff Date an amount equal to the Outstanding Principal Amount of, accrued and unpaid interest on, and due and unpaid Additional Amounts with respect to the Notes as of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIPayoff Date.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $667,500.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III (the “Company Security Agreement”) listing all of the Secured Buyer Notes (defined below) as security for the Company’s obligations under the Transaction Documents. In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Secured Buyer Notes (the sum of the principal amount of the Secured Buyer Note(s), together with the Initial Cash Purchase Price, the “Purchase Price”). Subject to Section 2.1(d), all of the Secured Buyer Notes shall be secured by the Membership Interest Pledge Agreement substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Membership Interest Pledge Agreement”). The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price and having the terms and conditions OID (as defined herein) are allocated to the Tranches (as defined in the Note) of the Note as set forth in the form of the Note table attached hereto as Annex I ANNEX V. (b) In consideration for the Purchase Price. The , the Company shall have shall, at the right Closing (defined below): (i) execute and deliver to require the Buyer the Company Security Agreement; (ii) execute and deliver to purchase the Note by delivering Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX VI (the “Transfer Agent Letter”); (iii) cause to be executed and delivered to the Buyer a Company Put Notice on December 14fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX VII (together, 2006 by electronic mail the “Secretary’s Certificate”); (iv) cause to be executed and facsimile by delivered to the Company Put Notice Date Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX VIII (the “Share Issuance Resolution”); and (v) execute and deliver to the Buyer the Membership Interest Pledge Agreement. (c) At the Closing, the Buyer shall be obligated deliver the Purchase Price to purchase the Notes specified Company by delivering the following: (i) the Initial Cash Purchase Price; (ii) Secured Buyer Note #1A in such the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX IX (“Secured Buyer Note #1A”); (iii) Secured Buyer Note #1 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX X (“Secured Buyer Note #1”); (iv) Secured Buyer Note #2 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XI (“Secured Buyer Note #2”), (v) Secured Buyer Note #3 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XII (“Secured Buyer Note #3”), and (vi) Secured Buyer Note #4 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XIII (“Secured Buyer Note #4” and together with Secured Buyer Note #1A, Secured Buyer Note #1, Secured Buyer Note #2, and Secured Buyer Note #3, the “Secured Buyer Notes”). (d) At the Closing, the Buyer shall execute the Membership Interest Pledge Agreement, thereby granting to the Company Put Notice if a security interest in the conditions collateral described therein (the “Collateral”). The Buyer also agrees to closing file a UCC-1 (or equivalent) with the Illinois Secretary of State in the manner set forth in Section 7 are satisfiedthe Membership Interest Pledge Agreement in order to perfect the Company’s security interest in the Collateral. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Buyer may, in the Buyer’s sole discretion, add additional collateral to the Collateral covered by the Membership Interest Pledge Agreement, and may substitute Collateral as the Buyer deems fit, provided that the net fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Secured Buyer Notes as of the date of any such substitution. In connection the event of a substitution of Collateral, the Buyer shall timely execute any and all amendments and documents necessary or advisable in order to properly grant a security interest upon the substitute collateral in favor of the Company, including without limitation the filing of an applicable UCC Amendment with the purchase Illinois Secretary of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing DateState. The Company shall not be obligated agrees to sell sign the Note or issue documents and take such December Closing Date Warrant to other measures requested by the Buyer until in order to accomplish the Company shallintent of the Transaction Documents, in its sole discretionincluding without limitation, have given execution of a UCC-3 (or equivalent) termination statement against the Company Put Notice to the Collateral within five (5) Trading Days after written request from Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer Company acknowledges and agrees that it the Collateral may be encumbered by other monetary liens in priority and/or subordinate positions. The intent of the parties is that the net fair market value of the Collateral (less any other prior liens or encumbrances) will be irrevocably bound equal to purchase or greater than the Note and December Closing Date Warrant on aggregate outstanding balances of the Closing Date so long as Secured Buyer Notes. To the extent the fair market value of the Collateral (iless any other liens or encumbrances) is less than the Company Put Notice has been delivered total outstanding balance of all the Secured Buyer Notes, then the Collateral will be deemed to only secure those Secured Buyer Notes with an aggregate outstanding balance that is less than or equal to such net fair market value of the BuyerCollateral, applied in numerical order of the Secured Buyer Notes. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $600,000, and (ii) the conditions to closing as set forth in Section 7 Collateral is encumbered by $300,000 of prior liens, then the net fair market value for purposes of this Agreement have been satisfied by the Companysection is $300,000 ($600,000 - $300,000). In consideration of the Buyer agreeing to enter into this AgreementAccordingly, the Company Collateral will be deemed to secure only Secured Buyer Notes #1A, #1 and #2 ($100,000 x 3 = $300,000), and Secured Buyer Notes #3 and #4 shall also issue be deemed unsecured. If the Collateral is subsequently appraised for $500,000 with all prior liens removed, then the Collateral will automatically be deemed to the secure Secured Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XINotes #1A and #1 - #4 ($100,000 x 5 = $500,000).

Purchase. Upon the terms and subject to the conditions set forth herein, each Conduit or Alternate Purchaser which is a member of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, a Purchaser Group party hereto on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Initial Funding Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallmay, in its sole discretion, have given and each Non-Conduit Committed Purchaser shall, purchase from the Company Put Notice Issuer, without recourse except as provided herein and in the other Transaction Documents, either a Class A Note or Class B Note, as the case may be, in a [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. principal amount equal to the Buyerproduct of (x) the Applicable Commitment Percentage as of the Initial Funding Date with respect to such Purchaser Group or Non-Conduit Permitted Purchaser, whereupon as applicable, and (y) the Company product of the applicable Funding Percentage and the amount specified by the Issuer as the initial Aggregate Outstanding Note Balance in the first Borrowing Notice delivered pursuant to Section 2.2(a)(v) hereof (the “Initial Aggregate Outstanding Note Balance”). If any such Conduit elects, in its sole discretion, not to purchase a Note on the Initial Funding Date, the Issuer shall be obligated deemed to sell have requested that the Alternate Purchasers which are members of the Purchaser Group of which such Conduit is a member, purchase such Note, and, if the conditions set forth in Sections 2.2(a) and 3.3 hereof are satisfied, each such Alternate Purchaser shall purchase a Note and issue such December Closing Date Warrant in a principal amount equal to the Buyer upon product of (x) the terms and subject to Alternate Purchaser Percentage for such Alternate Purchaser, (y) the conditions Applicable Commitment Percentage as of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as with respect to such Purchaser Group and (iz) the Company Put Notice has been product of the applicable Funding Percentage and the Initial Aggregate Outstanding Note Balance. Such Notes accrue interest as described in the Indenture from and including the Closing Date. The Notes purchased by and conveyed, transferred and assigned to each Purchaser Group or Non-Conduit Committed Purchaser shall be delivered to and registered in the Buyername of, (x) in the case of a Note of a Purchaser Group, the Funding Agent for such Purchaser Group, as agent for the members of such Purchaser Group, or (y) in the case of a Note of a Non-Conduit Committed Purchaser, such Non-Conduit Committed Purchaser, and in each case shall be for an aggregate principal amount of up to such Purchaser Group’s or such Non-Conduit Committed Purchaser’s Purchaser Commitment Amount. For the avoidance of doubt, such initial funding and Initial Aggregate Outstanding Note Balance shall be considered an “Increase” and a “Notes Increase Amount,” respectively (ii) the conditions to closing each such term as set forth defined in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI2.2(a) hereof).

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC III (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by RFC III on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Centurion and purchased by RFC III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by RFC III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Centurion and purchased by RFC III on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to RFC III, (ii) cause such financing statements and amendments to name Centurion, as seller, and RFC III, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to RFC III as soon as is practicable after filing. (c) Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC III in accordance with this Agreement and have been conveyed by RFC III to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC III an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or Centurion has taken such action as is necessary or advisable to cause the Companyinterest of RFC III in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Centurion on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Centurion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Centurion to RFC III. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grant, to RFC III a first priority perfected security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Centurion hereunder. (e) To the extent that Centurion retains any interest in the Purchased Assets, Centurion hereby grants to the Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Centurion hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement. (g) Each Account will continue to be owned by Centurion and is not a Purchased Asset.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC IV (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by RFC IV on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as seller, and RFC IV, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to RFC IV as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by FSB and is not a Purchased Asset. (g) By executing this Agreement, each of FSB and RFC IV acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Buyer on Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the closing date Original Agreement and any of its existing obligations under the Other Note Purchase Original Agreement the July 2006 Warrantshall remain in full force and effect under this Agreement, attached hereto as Annex XIamended and restated.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to TRS, (ii) the conditions cause such financing statements and amendments to closing name Centurion, as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration seller, and TRS, as purchaser, of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.Purchased Assets and

Purchase. Upon 2.1 Buyer shall order and lease Products from Ascend pursuant to the terms and subject conditions of: (a) the Master Lease Agreement and each Lease Schedule executed by the parties pursuant to the Master Lease Agreement (collectively, the "MLA"), attached as Exhibit A hereto; each such Lease Schedule is hereby incorporated into and made a part of this Agreement; (b) Buyer's initial purchase order, attached as Exhibit B hereto, and all purchase orders subsequently issued by Buyer for Products hereunder; all such purchase orders are hereby incorporated into and made a part of this Agreement; and (c) The term sheet executed by the parties attached hereto as Exhibit C. Upon the exercise by Buyer of its option to purchase such Products, as provided in the MLA, the terms and conditions of this Agreement shall supersede the MLA and shall govern the purchase of the Products. During the term of this Agreement, the Ascend shall sell to Buyer hereby agrees to and Buyer shall purchase from the CompanyAscend Products at pricing listed in Ascend's then-current price list applicable to each such Product, as amended from time to time, less any applicable discounts. Buyer's wholly-owned divisions and the Company hereby agrees subsidiaries, may order Products under this Agreement when an order of Buyer's such divisions and subsidiaries references this Agreement and includes a statement agreeing to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having be bound by the terms and conditions as set forth in the form contained herein. 2.2 Shipments of the Note attached hereto Products shall be made only against written purchase orders issued by Buyer. At a minimum, each purchase order shall specify the following items: a. A complete list of the Products covered by the purchase order, specifying the quantity, model number and description of each; b. The price of each Product, any applicable discounts, and any additional charges and costs; c. The billing address, the destination to which the Products will be delivered, and the requested delivery date; and d. The signature of Buyer's employee or agent who possesses the authority to place such an order. 2.3 Ascend shall acknowledge Buyer's purchase orders in writing within ten (10) days after receipt. Ascend's acknowledgment shall note any exceptions regarding matters such as Annex I for the Purchase Priceitems ordered, configuration, and Product pricing. The Company Ascend shall have also confirm the right to require the Buyer to purchase the Note by delivering requested delivery date or offer an alternative delivery date. In no event shall any order be binding on Ascend until Buyer's order and Ascend's acknowledgment are in agreement as to the Buyer a Company Put Notice on December 14items ordered, 2006 by electronic mail configuration, pricing, delivery dates, and facsimile by the Company Put Notice Date and the Buyer all other material terms. 2.4 No purchase order, acknowledgment form, or other ordering document or communication from either party shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon vary the terms and subject to conditions on this Agreement unless both parties expressly agree in writing. In the event of any conflict between the terms and conditions of this Agreement. The Buyer acknowledges Agreement and agrees that it will be irrevocably bound to those of any purchase order acknowledgment form or other ordering document or communication, the Note terms and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIprevail.

Purchase. Upon (a) The Company shall purchase, within sixty (60) days after receipt of the terms and subject Put Notice or delivery of the Call Notice, as appropriate, the Put Shares or Call Shares, as appropriate, by paying to the conditions appropriate Management Stockholders and their respective Permitted Transferees the Put/Call Fair Market Value of this Agreementsuch Put Shares or Call Shares, as appropriate, by delivery of: (i) cash or by certified funds or wire transfer in an amount equal to the Buyer hereby agrees to purchase from Put/Call Fair Market Value of the Put Shares or the Call Shares, as appropriate; or (ii) if the Company, SCC and the Company hereby agrees to sell appropriate Management Stockholders and their respective Permitted Transferees agree, such number of shares of Class A Common Stock, par value $.01 per share, of SCC (the "Class A Common Stock") equal to the BuyerFair Market Value of the Put Shares or the Call Shares, as appropriate, divided by the greater of $10.00 per share or ninety percent (90%) of the average bid price of Class A Common Stock traded on any of the Closing DatePacific Stock Exchange, any other national securities exchange or the Nasdaq Stock Market for the twenty (20) consecutive trading days prior to the Put Notice or Call Notice, as appropriate; or (iii) if the Company is prohibited by the terms of any Indebtedness from paying cash for all or part of the Put Shares or the Call Shares, as appropriate, the Company shall issue a Subordinated Promissory Note in the with an aggregate principal amount equal to the Purchase Price and having Fair Market Value of all or the terms and conditions as set forth in the form part of the Note attached hereto Put Shares or the Call Shares, as Annex I appropriate, for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedwhich it is prohibited from paying cash. In connection with each case against receipt of certificates evidencing the purchase of the Note by the Buyer, shares to be purchased and such other documentation as the Company shall issue reasonably request. (b) Put/Call Fair Market Value" shall be determined by a formula as follows: (v) the product of (i) the average annual EBITDA of the Company for the period from January 1, 1997 to the Buyer at end of the closing most recent fiscal year prior to the date of the Put Notice or Call Notice, as appropriate, and (ii) five (5) less (w) long-term Indebtedness (which shall include, without limitation, Purchaser Permitted Indebtedness) and (x) if the Earnout Amount has not yet been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement or otherwise extinguished before the date of the determination thereof, the maximum amount which could be payable as the Earnout Amount, subject to reduction by the amount of the Earnout Amount prepaid pursuant to Section 3.2.4 of the Asset Purchase Agreement and (y) if the Earnout Amount has been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement, the Earnout Amount so determined, subject to reduction as provided in Sections 3.2.2 and 3.2.5 of the Asset Purchase Agreement and the average outstanding balance on the Closing Date Seasonal Line of Credit, calculated as of end of each month, for the December Closing Date Warrant initially entitling two fiscal years prior to the holder to purchase date of the Put Notice or Call Notice, as appropriate, plus (x) current cash and cash equivalents on hand, divided by (y) the total number of shares of Common Stock equal to seventy percent (70%) issued and outstanding determined on a fully-diluted basis and as of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant date fifteen days prior to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement Put Notice or Call Notice, as appropriate. (c) Notwithstanding anything to the July 2006 Warrantcontrary herein, attached hereto as Annex XIthe exercise of rights to purchase or the requirement of the Company to purchase shares of Common Stock pursuant to this Section 3 shall be subject to limitations, if any, imposed upon the Company under applicable law or by any agreements with the Company's lenders then in effect, including, without limitation, restrictions on the ability of the Company to pay the cash portion of any put or call and on the ability to pay principal or interest under the Subordinated Promissory Note.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, the Seller does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on December 14or prior to the Closing Date, 2006 by electronic mail and facsimile the related Purchased Assets, shall be sold by the Company Put Notice Date Seller and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note purchased by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by TRS on the date such Receivables arise. (b) The Seller shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from the Seller to TRS, (ii) cause such financing statements and amendments to name the Seller, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) The Seller shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. The Seller shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or the CompanySeller has taken such action as is necessary or advisable to cause the interest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by the Company Seller on each Addition Date (or, with respect to New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by the Seller not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of the Seller’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to TRS a security interest, which security interest shall be a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of the Seller hereunder. (e) To the extent that the Seller retains any interest in the Purchased Assets, the Seller hereby grants to the Trust and the Indenture Trustee a security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of the Seller hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset. (g) By executing this Agreement, each of the Seller and TRS acknowledges and agrees that: (i) on and after the date of this Agreement, all references to the Buyer on Original Agreements in any other instruments or documents shall be deemed to constitute references to this Agreement; (ii) all outstanding representations, warranties and covenants made by TRS under the closing date Original Agreements and any of TRS’ existing obligations under the Original Agreements shall remain outstanding and in full force and effect as representations, warranties, covenants and obligations of TRS under this Agreement, as amended and restated; (iii) AENB, as successor by conversion to Centurion, expressly assumes all outstanding representations, warranties and covenants made by Centurion under the Centurion – TRS Agreement, and the performance of every obligation of Centurion with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of AENB under this Agreement, as amended and restated; (iv) AENB, as successor by merger to FSB, expressly assumes all outstanding representations, warranties and covenants made by FSB under the FSB – TRS Agreement, and the performance of every obligation of FSB with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of AENB under this Agreement, as amended and restated; (v) this Agreement does not constitute a novation of (i) any of the Other Note Purchase obligations arising under or in connection with either of the Original Agreements or (ii) any security interest granted under or in connection with either of the Original Agreements; and (vi) Schedule 1 to each of the Centurion – TRS Agreement and the July 2006 Warrant, attached hereto as Annex XIFSB – TRS Agreement shall be incorporated into and made a part of Schedule 1 to this Agreement.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to purchase from loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Buyers of $400,000 (the "Total Purchase Price"). (ii) The Aggregate Purchase Price shall be payable by the Buyer to the Company as follows: (a) sixty-two and one-half percent (62.5%) of the Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Buyer with the Escrow Agent on or before the Initial Closing Date (as defined below), and such Initial Purchase Price shall be released to the Company, subject to the terms of the Joint Escrow Instructions (as defined below), on the Initial Closing Date and (b) the Company hereby agrees balance of the Aggregate Purchase Price (the "Additional Purchase Price") shall be deposited with the Buyer as provided in Section 6 below and released to sell the Company, subject to the terms of the Joint Escrow Instructions, on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. (iii) The obligation to repay the loan of the relevant Purchase Price from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Notes to the Buyer in such principal amount (the Convertible Notes issued to the Buyer, on the Closing Date, the "Notes"). Each Note (a) shall provide for a Conversion Price (as that term is defined in the principal amount equal Notes), which price may be adjusted from time to as provided in the Purchase Price Note, and having (b) shall have the terms and conditions as set forth of, and be substantially in the form of the Note attached hereto as, ANNEX I. (iv) Prior to each Closing Date (as Annex I for defined below), the relevant Purchase Price. The Company Price shall have the right to require be paid by the Buyer to purchase the Note Escrow Agent and the Company will deliver the relevant Certificates (as defined below) to the Escrow Agent, as provided in Section 1(c) hereof. (v) The loan to be made by delivering the Buyer and the issuance of the Notes and the Warrants (collectively, the "Purchased Securities") to the Buyer a Company Put Notice on December 14, 2006 by electronic mail are sometimes referred to herein and facsimile by in the Company Put Notice Date other Transaction Agreements as the purchase and sale of the Notes and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIWarrants.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms "CONVEYANCE"), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the "PURCHASED ASSETS"). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as (i) in the Company Put Notice has been delivered Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the Buyerrelated Addition Date, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied related Purchased Assets, shall be sold by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer FSB and purchased by TRS on the closing related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Receivables arise.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Centurion does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Centurion and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. (b) Centurion shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Centurion to TRS, (ii) cause such financing statements and amendments to name Centurion, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or Centurion has taken such action as is necessary or advisable to cause the Companyinterest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Centurion on each Addition Date (or, with respect to New Accounts, on the Company New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by Centurion not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Centurion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Centurion to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grant, to TRS a security interest, which security interest shall be a first priority perfected security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Centurion hereunder. (e) To the extent that Centurion retains any interest in the Purchased Assets, Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset. (g) By executing this Agreement, each of Centurion and TRS acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Buyer on Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the closing date Original Agreement and any of its existing obligations under the Other Note Purchase Original Agreement the July 2006 Warrantshall remain in full force and effect under this Agreement, attached hereto as Annex XIamended and restated.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, the Seller does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on December 14or prior to the Closing Date, 2006 by electronic mail and facsimile the related Purchased Assets, shall be sold by the Company Put Notice Date Seller and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note purchased by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by TRS on the date such Receivables arise. (b) The Seller shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from the Seller to TRS, (ii) cause such financing statements and amendments to name the conditions to closing Seller, as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration seller, and TRS, as purchaser, of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.Purchased Assets and

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Sixth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Sixth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Sixth Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Sixth Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Sixth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Sixth Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Sixth Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Sixth Issuer Notes. Any substitute purchaser of Sixth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Sixth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase from of Sixth Issuer Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in CLAUSE 3.1(A) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Sixth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the Sixth Issuer Notes, then ANPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Sixth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Sixth Issuer Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Sixth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Sixth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in CLAUSE 3.1 (A) above, the Company aggregate principal amount of the Sixth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Sixth Issuer Notes, or if ANPLC shall issue not exercise the right described in CLAUSE 3.1 (B) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Sixth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon On the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyerherein, on the Closing Date, the Note Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company no more than 800,000 shares of Convertible Preferred Stock in the principal amount equal aggregate (the “Maximum Commitment Amount”) and no less than 350,000 shares of Convertible Preferred Stock in the aggregate (the “Minimum Commitment Amount”), at a purchase price of $1,000 per share of Convertible Preferred Stock (the “Purchase Price”). Notwithstanding anything to the Purchase Price contrary contained herein, (i) the Company shall not be permitted or obligated to sell, and having the Purchaser shall not be permitted or obligated to purchase any shares of Series A-2 Preferred Stock unless, and then only to the extent, (A) the affirmative vote of a majority of the votes cast at the Company Stockholder Meeting (at which a quorum is present) would otherwise be required under Section 312.03 of the NYSE Listed Company Manual prior to the issuance of the Purchased Series A-1 Preferred Stock at Closing assuming additional shares of Series A-1 Preferred Stock were issued instead of Series A-2 Preferred Stock, and (B) the Requisite Stockholder Approval has not been obtained prior to the Closing, and (ii) no later than fifteen (15) business days prior to Closing Date, the Company shall deliver written notice (the “Additional Call Notice”) to the Purchaser specifying (subject to and in accordance with the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in this Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase 1.1) the number of shares of Common Series A-1 Preferred Stock equal and, if applicable, Series A-2 Preferred Stock (such specified number of shares, the “Purchased Series A-1 Preferred Stock” and “Purchased Series A-2 Preferred Stock,” respectively, and collectively, the “Purchased Stock”) to seventy percent (70%) be purchased and sold at the Closing. Upon delivery of the Additional Call Notice specifying a number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallSeries A-1 Preferred Stock and/or Series A-2 Preferred Stock, as applicable, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into accordance with this Agreement, the Company shall also issue be required to sell at least such number and type of shares of Purchased Stock to the Buyer on Purchaser at the closing date Closing, subject to the applicable conditions to Closing. For the purposes of this Agreement and the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.Series A-1 Certificate:

Purchase. Upon Neither the Issuer nor any of its subsidiaries may at any time purchase Notes in the open market or otherwise at any price, provided, however, that the Issuer and its subsidiaries may: (i) redeem the Notes as provided herein; (ii) issue options entitling Noteholders to exchange their Notes for equity securities of the Company (“Options”) and acquire Notes in exchange for equity securities of the Company upon the exercise of such Options, in each case, on the terms and subject conditions set forth in the Option Agreement; (iii) purchase Notes in the open market for cash, so long as (x) such Notes are purchased at a price that is less than 100% of the then outstanding principal amount thereof plus the amount of any accrued and unpaid interest thereon, (y) at the time of the purchase, and after giving effect thereto, the Company has an amount of unrestricted cash and/or cash equivalents which when added to any undrawn amounts available for borrowing under any of the Company’s revolving lines of credit equals or exceeds US$100,000,000, and (z) the purchased Notes are immediately retired and cancelled and may not be reissued by the Company; and (iv) if the Company agrees to purchase Notes (the “▇▇▇▇▇▇▇ Notes”) from ▇▇▇▇▇▇▇ (a “Selling ▇▇▇▇▇▇▇ Noteholder”) the Company shall as a further condition (i.e., in addition to the conditions set forth in clause (iii) above which must also be complied with in connection with any such purchase) to the consummation of any such purchase, offer to each Other Noteholder a tag-along right (“Tag-Along Right”) to sell a pro-rata portion of the Notes held by any such Other Noteholder to the Company, at the same price and on the same terms and conditions as the proposed purchase from the Selling ▇▇▇▇▇▇▇ Noteholder. (A) With respect to any sale to which this AgreementSection 5(f)(iv) applies, the Buyer hereby agrees Company shall send a written notice (the “Tag-Along Notice”) to each of the Other Noteholders (1) specifying the aggregate principal amount of Notes offered for sale by the Selling ▇▇▇▇▇▇▇ Noteholder, the amount of interest accruing, but not including, the anticipated closing date of the sale (“Accrued Interest”), the aggregate purchase price therefor, the anticipated closing date, the total amount of funds determined to be available by the Company for the purchase of the ▇▇▇▇▇▇▇ Notes and any Notes to be sold by the Other Noteholders pursuant to their Tag-Along Right and a summary of the other material terms and conditions of the offer, and (2) offering to purchase a pro-rata portion of their Notes on the same terms and conditions (including price) as the proposed purchase from the Selling ▇▇▇▇▇▇▇ Noteholder. (B) The Other Noteholders shall have a period (such period, the “Tag-Along Period”) of 3 Business Days (or such longer period as may be required by law) after the delivery of the Tag-Along Notice in which to determine to exercise their Tag-Along Rights. (C) The Tag-Along Right may be exercised in whole or in part at the option of each of the Other Noteholders. Notice of an Other Noteholder’s intention to exercise its Tag-Along Right, in whole or in part, shall be evidenced in writing (the “Tag-Along Notice of Election”) signed by the Other Noteholder and delivered to the Company prior to the end of the Tag-Along Period, setting forth the aggregate principal amount of Tag-Along Notes that the Other Noteholder elects to sell pursuant to its or his Tag-Along Rights. Once delivered to the Company, the Tag-Along Notice of Election shall be irrevocable by the Other Noteholder. (D) If no Other Noteholder elects to participate by delivering a Tag-Along Notice of Election prior to the end of the Tag-Along Period, the Selling ▇▇▇▇▇▇▇ Noteholder may sell the Notes proposed to be sold by it to the Company, on the terms and conditions set forth in the Tag-Along Notice. (E) If one or more Other Noteholders elects to participate by delivering a Tag-Along Notice of Election prior to the end of the Tag-Along Period, the Company will notify the Selling ▇▇▇▇▇▇▇ Noteholder and each Other Noteholder who has elected to participate in the sale of the following: (i) the aggregate principal amount of Notes (plus Accrued Interest) owned by the Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder that will be purchased by the Company, and in the event the aggregate principal amount of Notes (plus Accrued Interest) offered by the Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder exceeds the total amount of funds available to the Company hereby agrees to sell to the Buyer, on the Closing Datefor such purchase, the Note pro-rata portion of Notes that the Company will purchase from the Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder along with the calculation of the Selling ▇▇▇▇▇▇▇ Noteholder’s and each exercising Other Noteholder’s pro-rata portion calculated in the principal amount equal to the Purchase Price and having the terms and conditions as accordance with formula set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions ultimate sentence of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as subsection (iE) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the sale, which shall be no later than 5 Business Days after the date of the notice. The aggregate principal amount of Notes (plus Accrued Interest) to be purchased by the Company shall be determined by multiplying the aggregate principal amount of Notes (plus Accrued Interest) proposed to be sold by the Selling ▇▇▇▇▇▇▇ Noteholder or each Other Noteholders who delivered a Tag Along Notice of Election, as applicable, by a fraction, the numerator of which is equal to the aggregate principal amount of Notes (plus Accrued Interest) the Company is willing to purchase and the denominator of which is equal to the aggregate principal amount of Notes (plus Accrued Interest) proposed to be sold by the Selling ▇▇▇▇▇▇▇ Noteholder and by the Other Noteholders who delivered Tag Along Notices of Election. (F) All purchases of Notes by the Company pursuant to this Section 5(f)(iv) shall be consummated contemporaneously at the offices of the Company. The delivery of the Note Purchase Agreement Certificates evidencing such Notes, along with duly executed Transfer Certificates, shall be made on such date against payment of the July 2006 Warrantpurchase price for such Notes. If a Noteholder chooses to exercise the Tag-Along Right with respect to less than all of the Notes represented by a Note Certificate, attached hereto a new Note Certificate for the balance of the unsold Notes will be issued and registered in the name of such Noteholder.” 4. Section 11(d) of the Terms and Conditions is amended and restated in its entirety as Annex XI.follows:

Purchase. Upon On the Closing Date, subject to the terms and subject to the conditions of this Agreementhereof, the Buyer each Purchaser hereby agrees to purchase from the CompanyBreitburn, and the Company Breitburn hereby agrees to issue and sell to the Buyereach Purchaser, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares Series B Preferred Units set forth opposite each Purchaser’s name on Schedule A for a cash purchase price of Common Stock equal to seventy percent $7.50 (70%the “Purchase Price”) per Series B Preferred Unit (collectively, the “Purchased Units”). The obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the number obligations of shares issuable upon conversion any other Purchaser under any Basic Document, provided that, notwithstanding the foregoing or anything else to the contrary provided herein, in the event that the Guggenheim Purchasers fail, for any reason, to comply with their obligations to consummate the Closing at the time at which they are obligated to consummate the Closing pursuant to Section 2.02, Anchorage shall purchase all of the Note on Series B Preferred Units required to be purchased by the Closing Date. The Company Guggenheim Purchasers hereunder, provided further, that, notwithstanding anything else contained herein, if the Guggenheim Purchasers, or a Person that is administered, advised or managed by Guggenheim Management, do not purchase, in the aggregate, all of the 2020 Notes required to be purchased by them under the Notes Purchase Agreement, the closing of which is to occur simultaneously with the Closing, the Guggenheim Purchasers shall not be obligated entitled to sell the Note or issue such December Closing Date Warrant purchase any Series B Preferred Units pursuant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges failure or waiver of performance under any Basic Document of any Purchaser by Breitburn does not excuse performance by any other Purchaser and agrees that it will be irrevocably bound the waiver of performance of Breitburn by any Purchaser does not excuse performance by Breitburn with respect to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIeach other Purchaser.

Purchase. Upon (a) Subject to the terms set forth herein, ▇▇▇▇▇▇ agrees to assign and convey to Buyer or ▇▇▇▇▇’s Affiliate designee all of Seller’s right, title, and interest in the Converse County Assets free and clear of all liens, charges, encumbrances, and claims arising by, through, or under Seller, subject to the conditions any Area of this AgreementInterest Royalty becoming payable to Seller, the Buyer hereby agrees to purchase from Royalty Assignments, the Company, Underlying Agreements and instruments appearing of record in the Company hereby agrees to sell public records of the Converse County recorder (but only to the Buyerextent such instruments do not constitute liens, on claims or encumbrances arising by, through or under Seller and are not inconsistent with Seller’s representations and warranties in Section 14(b)(v)), for Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000.00) (the “Purchase Price”), payable to Seller in three equal installments (each an “Installment” and collectively the “Installments”) as follows: (i) Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “First Installment”) payable to Seller at Closing Dateby wire transfer or other form of payment satisfactory to Seller, the Note in the principal amount equal to the Purchase Price and having the terms and conditions reduced as set forth in Section 1(d) below; and (ii) Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “Second Installment”) to be paid on or before the one (1) year anniversary of Closing, payable to Seller, by delivery thereof to the Escrow Agent by wire transfer or other form of payment satisfactory to Seller; and (iii) Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the Note attached hereto as Annex I for “Final Installment”) to be paid on or before the Purchase Price. The Company two (2) year anniversary of Closing, payable to Seller, by delivery thereof to the Escrow Agent by wire transfer or other form of payment satisfactory to Seller. (b) Buyer shall have the right to require prepay any Installment or all of the Installments without penalty; provided, however, that any prepayment by Buyer shall not relieve Buyer from making the next required Installment payment when due. (c) If there is an uncured, undisputed default in Buyer’s payment of the Second Installment or the Final Installment, and Buyer has not cured such default within twenty (20) business days after written notice of the same has been given by Seller, all Transfer Documents shall be delivered to purchase the Note by delivering Seller pursuant to the Buyer a Company Put Notice on December 14Escrow Instructions, 2006 by electronic mail below defined, along with any and facsimile by all other documents required to reconvey all of Buyer’s right, title, and interest in the Company Put Notice Date and the Buyer shall be obligated Converse County Assets to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedSeller. In connection with the purchase such reconveyance, ▇▇▇▇▇ agrees to execute and deliver, without additional consideration, such further assurances, instruments and documents, and to take such further actions as Seller may reasonably request and as may be reasonably necessary in order to fulfill this reconveyance obligation and fully revest title to and possession of the Note by the Buyer, the Company shall issue Converse County Assets in Seller. (d) In addition to the payments set forth above, Buyer shall make an additional payment to Seller of Two Hundred Thousand Dollars ($200,000) on the Effective Date, by wire transfer pursuant to written instructions provided by Seller. One-half of that additional payment ($100,000) shall be credited against the First Installment at the closing on Closing, and the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number remainder of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company that payment shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XInon-refundable.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the CompanyCompany aSecured Convertible Promissory Note inprincipal amount of $2,545,000.00 substantially in the form attached hereto as Annex II (“Company Note #1”). Subject to the satisfaction of the Conditional Note Purchase Conditions (defined below), and the Buyer also agrees to purchase from the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $165,000.00 substantially in the form attached hereto as Annex III (“Company Note #2,” and together with Company Note #1, the “Notes”). The Notes shall be secured by (A) a Security Agreement substantially in the form attached hereto as Annex IV listing each of the Buyer Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”), (B) a Stock Pledge Agreement (the “Pledge Agreement”) substantially in the form attached hereto as Annex V whereby ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Azani”) will pledge 15,000,000 shares of the Company’s Common Stock as additional security for the Company’s obligations under the Transaction Documents, and (C) a Personal Guaranty substantially in the form attached hereto as Annex VI (the “Guaranty”) executed by Azani. In consideration thereof, the Buyer shall (1) pay the initial amount set forth on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), (2) agree to pay the conditional amount set forth on the Buyer’s signature page to this agreement (the “Conditional Cash Purchase Price”) upon the satisfaction of the Conditional Note Purchase Conditions, and (3) issue to the Company theBuyer Notes (the sum of the initial principal amounts of the Buyer Notes, together with the Initial Cash Purchase Price and having the terms Conditional Cash Purchase Price, the “Purchase Price.”Buyer Note #1 shall be secured by a Trust Deed substantially in the form attached hereto as Annex VII (the “Trust Deed”).Buyer Notes #2 - #10 shall be secured by such collateral as the Buyer determines in his sole discretion, provided that such collateral has a value equal to or in excess of the principal amount of such Buyer Note. Upon such determination, the Buyer and conditions the Company shall enter into such additional agreements as shall be reasonably necessary, as determined in the Buyer’s sole discretion, to provide evidence of such security interest.The Initial Cash Purchase Price and, if applicable, the Conditional Cash Purchase Price, shall be paid in accordance with the Wire Instructions. The Purchase Price is allocated to the Notes, the OID (as defined below) and the Warrant as set forth in the form of the Note table in Annex VIII attached hereto as Annex I for the Purchase Price. hereto. (ii) The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase pay to the Notes specified Company the Conditional Cash Purchase Price any time between the 90th day from the date of this Agreement and the 120th day therefrom, as determined in such Company Put Notice if the Buyer’s sole discretion, provided that the following conditions are satisfied on the 90th day from the date of this Agreement (the “Conditional Note Purchase Conditions”): (1) No Trigger Event (as defined in the Notes) has occurred or is continuing; (2) There has been no decline in the five (5)-day trailing average VWAP (as defined in the Notes) for the Common Stock to closing set forth less than the Floor Price (as defined in Section 7 are satisfiedthe Notes) at any given time; or (3) There has been no decline in the twenty (20)-day trailing average daily dollar volume of the Common Stock in its Principal Trading Market to less than $40,000.00 of volume per day at any time. In connection with the purchase event any of the Note by foregoing events occur on or prior to the Buyer90th day from the date of this Agreement, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant pay to the Buyer until Company the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon Conditional Cash Purchase Price and the Company shall be obligated to sell the not issue Company Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as #2. (iiii) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of for the Buyer agreeing to enter into this AgreementInitial Cash Purchase Price, the Company shall will also issue to the Buyer on a Warrant to Purchase Shares of Common Stock in the closing date of the Other Note Purchase Agreement the July 2006 Warrant, form attached hereto as Annex XIIX (the “Warrant”). (iv) The Company shall also execute and deliver to the Buyer aRequest for Full Reconveyance (the “Request”) substantially in the form attached hereto as Annex X. (v) The Requestshall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Annex XI (the “Escrow Agreement”). (vi) The Company shall also execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex XII (the “Transfer Agent Letter”). (vii) The Company shall also execute and deliver to the Buyer two Consents to Entry of Judgment by Confession in the form attached hereto as Annex XIII and Annex XIV respectively, and Azani shall execute and deliver to the Buyer a Consent to Entry of Judgment by Confession in the form attached hereto as Annex XV (collectively, the “Confessions of Judgment”). (viii) The Company shall also cause Azani, its Chief Executive Officer, to execute and deliver to the Buyer the Notarized Certificate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Officer’s Certificate”) in the form attached hereto as Annex XVI. (ix) At the Closing, the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVII (“Buyer Note #1”); (3) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVIII (“Buyer Note #2”); (4) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIX (“Buyer Note #3”); (5) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XX(“Buyer Note #4”); (6) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXI (“Buyer Note #5”); (7) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXII (“Buyer Note #6”); (8) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXIII (“Buyer Note #7”); (9) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXIV (“Buyer Note #8”); (10) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXV (“Buyer Note #9”); (11) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXVI (“Buyer Note #10,” and together with Buyer Note #1,Buyer Note #2, Buyer Note #3, Buyer Note #4, Buyer Note #5, Buyer Note #6, Buyer Note #7, Buyer Note #8, and Buyer Note #9,the “Buyer Notes”); and (12) The Trust Deed. (x) Thetender of the Purchase Price and the issuance and sale of the Notesand the Warrant to the Buyer are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of the Notes and Warrant.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth of $836,000.00 substantially in the form of the Note attached hereto as Annex I II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as Annex III whereby the Company and ▇▇▇▇▇▇ Fabrication LLC, a Wyoming limited liability company wholly owned by the Company (“▇▇▇▇▇▇ Fabrication”), shall grant to the Buyer a security interest in assets identified on a schedule thereto as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay the principal amount set forth on the Buyer’s signature page to this Agreement (the “Purchase Price”). The Purchase Price shall be paid to the Company at Closing in accordance with the Wire Instructions. (ii) In consideration for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on a Warrant to Purchase Shares of Common Stock in the closing date of the Other Note Purchase Agreement the July 2006 Warrant, form attached hereto as Annex XIIV (the “Warrant”). (iii) The Company shall also execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex V (the “Transfer Agent Letter”). (iv) The Company shall also cause to be executed and delivered to the Buyer a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as Annex VI (together, the “Secretary’s Certificate”). (v) The Company shall also cause ▇▇▇▇▇▇ Fabrication to execute and deliver to the Buyer a guaranty substantially in the form attached hereto as Annex VII (the “Guaranty”) whereby ▇▇▇▇▇▇ Fabrication shall guarantee all obligations of the Company to pay any amounts owed to the Buyer under the Transaction Documents.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such Ninth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Ninth Issuer Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Ninth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Underwriters on behalf of the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Ninth Issuer Notes, or Abbey notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Ninth Issuer Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Ninth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase from of Ninth Issuer Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Ninth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the Ninth Issuer Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Ninth Issuer Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Ninth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Ninth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Ninth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, or if Abbey shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Ninth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non- defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.a

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non- defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its PRO RATA share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non- defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as ICM:666130.2 provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non- defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements (as defined below), the undersigned Buyer hereby agrees to loan to the Company the aggregate principal amount specified as the “Aggregate Debenture Purchase Price” on the signature page hereof. Subject to the terms and conditions hereof, the Buyer will lend the Aggregate Debenture Purchase Price in equal installments of $500,000 each (each, a “Debenture Purchase Price”) on the respective Closing Dates (as defined below) provided below. The Debenture Purchase Price on each Closing Date shall be allocated to the purchase of Debentures in principal amounts determined by the Buyer, as provided herein. (ii) The obligation to repay each loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer each in a principal amount designated by the Buyer to the Company on or before the relevant closing date (where the aggregate principal amount of all such Convertible Debentures issued on a Closing Date shall be equal to the Debenture Purchase Price being loaned on the relevant Closing Date). Each Debenture actually issued to the Buyer is referred to as a “Debenture.” The principal amount of each Debenture issued on the relevant Closing Date shall be as provided in the Allocation of Debentures, Cash Purchase Price Amount and Purchase Notes for Specified Closing Date attached hereto as Annex XIV (the “Allocation Table”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided herein and therein, (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I and (c) shall be guaranteed by each respective Pledgor pursuant to the terms of the Guarantee, substantially in the form annexed hereto as Annex VIII, which Guarantee shall be secured pursuant to the terms of the Pledge Agreement, substantially in the form annexed hereto as Annex IX. A schedule of the Pledgors and the number of shares to be pledged by each of them is attached hereto as Annex XIII. (iii) On each Closing Date, the Buyer shall pay the Debenture Purchase Price and the Warrant Purchase Price (as defined below) to the Company in the manner provided below, and the Company hereby agrees to sell shall deliver the relevant Certificates (as defined below) to the BuyerEscrow Agent, on as provided in Section 1(c) hereof. (iv) Each loan to be made by the Closing DateBuyer and the issuance of the Debentures (as defined below) and the Warrants (collectively, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering “Purchased Securities”) to the Buyer a Company Put Notice on December 14, 2006 by electronic mail are sometimes referred to herein and facsimile by in the Company Put Notice Date other Transaction Agreements as the purchase and sale of the Debentures and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIWarrants.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company a Secured Convertible Promissory Note in the principal amount of $340,000.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall also be secured by a Security Agreement substantially in the form attached hereto as ANNEX III executed by the Company and listing all of the Buyer Deed of Trust Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Buyer Deed of Trust Notes (the sum of the principal amount of the Buyer Deed of Trust Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). All of the Buyer Deed of Trust Notes shall be secured no later than five (5) Trading Days after the Closing Date by a Deed of Trust substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Deed of Trust”), subject to Section 2.1(d). The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note and to the Warrant as set forth in the table attached hereto as ANNEX V. (b) In consideration for the Purchase Price, the Company shall, at the Closing (defined below): (i) execute and deliver to the Buyer the Security Agreement; (ii) execute and deliver to the Buyer that certain Warrant to Purchase Shares of Common Stock substantially in the form attached hereto as ANNEX VI (the “Warrant”); (iii) execute and deliver to the Buyer a Judgment by Confession substantially in the form attached hereto as ANNEX VII (the “Confession”); (iv) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX VIII (the “Transfer Agent Letter”); (v) cause to be executed and delivered to the Buyer a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX IX (together, the “Secretary’s Certificate”); (vi) cause to be executed and delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX X (the “Share Issuance Resolution”); (vii) execute and deliver to the Buyer a Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as ANNEX XI. The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as ANNEX XII (the “Escrow Agreement”). (c) At the Closing, the Buyer shall deliver the Purchase Price to the Company by delivering the following: (i) the Initial Cash Purchase Price; (ii) the Buyer Deed of Trust Note #1 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XIII (“Buyer Deed of Trust Note #1”); and (iii) the Buyer Deed of Trust Note #2 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XIV (“Buyer Deed of Trust Note #2”, and together with Buyer Deed of Trust Note #1, the “Buyer Deed of Trust Notes”). (d) The Buyer shall further execute and cause to be recorded the Deed of Trust in the official records of ▇▇▇▇▇▇▇▇▇▇ County, Tennessee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Buyer may, in the Buyer’s sole discretion, add additional collateral to the collateral covered by the Deed of Trust (the “Collateral”), and may substitute collateral as the Buyer deems fit, provided that the fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Buyer Deed of Trust Notes as of the date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Company, and the Company hereby agrees shall take such other measures as are necessary or advisable in order to sell accomplish the intent of the Transaction Documents, including without limitation, execution of a request to release a lien against the original Collateral within five (5) Trading Days after written request from Buyer, on . The intent of the Closing Date, parties is that the Note in fair market value of the principal amount Collateral will be equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration outstanding balances of the Buyer agreeing Deed of Trust Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Deed of Trust Notes, then the Collateral will be deemed to enter into this Agreement, the Company shall also issue only secure those Buyer Deed of Trust Notes with an aggregate outstanding balance that is less than or equal to the Buyer on the closing date fair market value of the Other Collateral, applied in numerical order of the Buyer Deed of Trust Notes. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $100,000, then the Collateral will be deemed to secure only Buyer Deed of Trust Note Purchase Agreement #1, and Buyer Deed of Trust Note #2 shall be deemed unsecured. If the July 2006 WarrantCollateral is subsequently appraised for $200,000, attached hereto as Annex XIthen the Collateral will automatically be deemed to secure Buyer Deed of Trust Notes #1 and #2 ($100,000 x 2 = $200,000).

Purchase. Upon Buyer acknowledges and agrees (and upon which Seller shall have materially relied in selling the terms and subject Transferred Assets to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to at the Purchase Price and having on the other terms and conditions as herein set forth in forth) that prior to the form expiration of the Note attached hereto as Annex I for the Purchase Price. The Company Inspection Period Buyer shall have completed the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail Inspection (including its full and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase complete inspection of the Note by the Buyer, the Company shall issue to the Buyer at the closing on Transferred Assets) and upon the Closing Date the December Closing Date Warrant initially entitling the holder shall conclusively be deemed to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by with the Company. In consideration results of the Inspection and with any cure of any Disapproved Item by Seller pursuant to Paragraph 14.7. Based on the Inspection, Buyer agreeing to enter into is purchasing the Transferred Assets on an "AS IS" basis and in "WITH ALL FAULTS" condition and except as otherwise specifically provided in this Agreement, Seller makes no representation or warranty, whether expressed or implied, regarding the Company shall also issue to the Buyer on the closing date physical condition of the Other Note Purchase Agreement Transferred Assets, their fitness or suitability for any particular purpose, or their compliance with applicable local building codes, safety, fire, land use or access laws (including, without limitation, the July 2006 WarrantAmericans With Disabilities Act), attached hereto as Annex XIor any similar Law. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER, BY ITS SIGNATURE BELOW, HEREBY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SELLER, NOR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, HAS MADE ANY REPRESENTATION OR WARRANTY REGARDING THE TRANSFERRED ASSETS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF HABITABILITY OR WARRANTY OF MERCHANTABILITY OR WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, AND BUYER HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF HABITABILITY, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL EXPRESSED OR IMPLIED WARRANTIES RELATING TO THE QUALITY OF OR OTHERWISE RELATING TO THE PHYSICAL CONDITION OF THE TRANSFERRED ASSETS.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions of set forth in this Agreement, the Buyer hereby Company agrees to issue and sell to the Underwriters and the Underwriters agree to purchase from the Company, at the price, place and time specified, the total number of Firm Shares set forth in Schedule I hereto. The number of Firm Shares to be purchased by each Underwriter hereunder shall be that number of Firm Shares set forth in Schedule II opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In addition, the Company hereby agrees to issue and sell to the BuyerUnderwriters up to the total number of Option Shares to the Underwriters, and the Underwriters, on the Closing Datebasis of the representations, warranties and agreements set forth herein and subject to the Note conditions set forth herein, have the option to purchase the Option Shares. Such option is granted solely for the purposes of covering over-allotments in the principal amount equal to sale of the Purchase Price Firm Shares and having is exercisable as provided herein. The price of both the terms Firm Shares and conditions the Option Shares shall be as set forth in Schedule I hereto. The number of Option Shares to be purchased by each Underwriter shall be the form same percentage of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right total number of Option Shares to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile be purchased by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in several Underwriters as such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase Underwriter is purchasing of the Note by Firm Shares, subject to such adjustments as the Buyer, the Company Representatives in their sole discretion shall issue make to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent eliminate any fractional shares. (70%b) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell deliver any of the Note or issue such December Shares to be delivered on the First Closing Date Warrant to (as defined in Section 3) or the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Second Closing Date Warrant (as defined in Section 3), as the case may be, except upon payment for all the Shares to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December purchased on such Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIprovided herein.

Purchase. Upon On the Initial Purchase Date, the Distributor hereby agrees to sell, transfer, convey and assign to the Purchaser, and the Purchaser hereby agrees to purchase, in each case on the terms and subject to the conditions of set forth in this Agreement and in the Master Agreement, all of the Buyer Distributor's right, title and interest in, to and under all Purchased Portfolio Assets, arising directly and indirectly out of Commission Shares of each Fund the Date of Original Issuance of which occurs on or prior to the Initial Purchase Cut-Off Date, and the Purchaser shall pay to the Distributor a purchase price in the amount of $62,330,000 subject to adjustments (which may be positive or negative) to be determined prior to the Initial Purchase Funding Date by the Purchaser in accordance with the next sentence (such adjusted amount, the "INITIAL PURCHASE Price"). Adjustments to the $62,330,000 figure will be calculated using the same methodology used to arrive at the $62,330,000 figure taking into account the additional information required to be submitted pursuant to Section 5.01(v) of the Master Agreement in order to reflect, on an individual Fund basis, Share aging, cost basis and Net Asset Value of the Purchased Portfolio Assets as of the close of business on September 30, 1998. On each Purchase Date (other than the initial Purchase Date) until the Purchase Termination Date, the Distributor hereby agrees to sell, transfer, convey and assign to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallDistributor, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon each case on the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by and in the Company. In consideration Master Agreement, all of the Buyer agreeing Distributor's right, title and interest in, to enter into this Agreementand under all Purchased Portfolio Assets specified in the related Purchase Notice in accordance with Section 2.02, the Company shall also issue such purchases to the Buyer occur on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIDates established pursuant to Sections 2.02 and 2.03.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $557,500.00 substantially in the form attached hereto as ANNEX II (the "NOTE"). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III (the "COMPANY SECURITY AGREEMENT") listing all of the Secured Buyer Notes (defined below) and the Buyer Notes (defined below) as security for the Company's obligations under the Transaction Documents. In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer's signature page to this Agreement (the "INITIAL CASH PURCHASE PRICE"), and (ii) issue to the Company the Secured Buyer Notes and the Buyer Notes (the sum of the principal amount of the Secured Buyer Notes and the Buyer Notes, together with the Initial Cash Purchase Price and having Price, the "PURCHASE PRICE"). Subject to Section 2.1(d), all of the Secured Buyer Notes shall be secured by the Pledge Agreement substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the "PLEDGE AGREEMENT"). Initially, only the Secured Buyer Notes will be secured by the Pledge Agreement pursuant to the terms and conditions of the Pledge Agreement, the Secured Buyer Notes and this Agreement, but the Buyer Notes may become secured subsequent to the Closing by such collateral and at such time as determined by the Buyer in its sole discretion. The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note and to the Warrant as set forth in the form of the Note table attached hereto as Annex I ANNEX V. (b) In consideration for the Purchase Price. The , the Company shall have shall, at the right Closing (defined below): (i) execute and deliver to require the Buyer the Company Security Agreement; (ii) execute and deliver to purchase the Note by delivering Buyer that certain Warrant to Purchase Shares of Common Stock substantially in the form attached hereto as ANNEX VI ("WARRANT"); (iii) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX VII (the "TRANSFER AGENT LETTER"); (iv) cause to be executed and delivered to the Buyer a Company Put Notice on December 14fully executed secretary's certificate and written consent of directors evidencing the Company's approval of the Transaction Documents substantially in the forms attached hereto as ANNEX VIII (together, 2006 by electronic mail the "SECRETARY'S CERTIFICATE"); (v) cause to be executed and facsimile by delivered to the Company Put Notice Date Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX IX (the "SHARE ISSUANCE RESOLUTION"); and (vi) execute and deliver to the Buyer the Membership Interest Pledge Agreement. (c) At the Closing, the Buyer shall be obligated deliver the Purchase Price to purchase the Notes specified Company by delivering the following: (i) the Initial Cash Purchase Price; (ii) Secured Buyer Note #1 in such the principal amount of $100,00.00 duly executed and substantially in the form attached hereto as ANNEX X ("SECURED BUYER NOTE #1"); (ii) Secured Buyer Note #2 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XI ("SECURED BUYER NOTE #2," and together with Secured Buyer Note #1, the "SECURED BUYER NOTES"), (iii) Buyer Note #3 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XII, and (iv) Buyer Note #4 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XIII ("BUYER NOTE #2," and together with Buyer Note #1, the "BUYER NOTES"). (d) At the Closing, the Buyer shall execute the Membership Interest Pledge Agreement ("PLEDGE AGREEMENT"), thereby granting to the Company Put Notice if a security interest in the conditions collateral described therein (the "COLLATERAL"). The Buyer also agrees to closing file a UCC Financing Statement (Form UCC1) with the Illinois Secretary of State in the manner set forth in Section 7 are satisfiedthe Pledge Agreement in order to perfect the Company's security interest in the Collateral. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Buyer may, in the Buyer's sole discretion, add additional collateral to the Collateral covered by the Pledge Agreement, and may substitute Collateral as the Buyer deems fit, provided that the net fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Secured Buyer Notes as of the date of any such substitution. In connection the event of a substitution of Collateral, the Buyer shall timely execute any and all amendments and documents necessary or advisable in order to properly release the original collateral and grant a security interest upon the substitute collateral in favor of the Company, including without limitation the filing of an applicable UCC Financing Statement Amendment (Form UCC3) with the purchase Illinois Secretary of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing DateState. The Company shall not be obligated agrees to sell sign the Note or issue documents and take such December Closing Date Warrant to other measures requested by the Buyer until in order to accomplish the Company shallintent of the Transaction Documents, in its sole discretionincluding without limitation, have given execution of a Form UCC3 (or equivalent) termination statement against the Company Put Notice to the Collateral within five (5) Trading Days after written request from Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer Company acknowledges and agrees that it the Collateral may be encumbered by other monetary liens in priority and/or subordinate positions. The intent of the parties is that the net fair market value of the Collateral (less any other prior liens or encumbrances) will be irrevocably bound equal to purchase or greater than the Note aggregate outstanding balances of the Secured Buyer Notes. To the extent the fair market value of the Collateral (less any other liens or encumbrances) is less than the total outstanding balance of all the Secured Buyer Notes, then the Collateral will be deemed to only secure those Secured Buyer Notes with an aggregate outstanding balance that is less than or equal to such net fair market value of the Collateral, applied in numerical order of the Secured Buyer Notes. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $400,000 and December Closing Date Warrant on the Closing Date so long as (i) Collateral is encumbered by $300,000 of prior liens, then the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 net fair market value for purposes of this Agreement have been satisfied by the Companysection is $100,000 ($400,000 - $300,000). In consideration of the Buyer agreeing to enter into this AgreementAccordingly, the Company Collateral will be deemed to secure only Secured Buyer Note #1 and Secured Buyer Note #2 shall also issue be deemed unsecured. If the Collateral is subsequently appraised for $400,000 with all prior liens removed, then the Collateral will automatically be deemed to the secure Secured Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XINotes #1 and #2.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and having otherwise convey to TRS (collectively, the terms “Conveyance”), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the form case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Note attached hereto as Annex I for the Purchase Price. The Company Purchased Assets, TRS shall have the right to require pledge, assign, transfer, sell and exercise full control over all the Buyer to purchase the Note by delivering Purchased Assets, subject to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by interests of any subsequent purchaser or assignee of the Company Put Notice Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Buyer Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by TRS on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by FSB and purchased by TRS on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to TRS, (ii) cause such financing statements and amendments to name FSB, as seller, and TRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to TRS as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to TRS in accordance with this Agreement and have been conveyed by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to closing as set forth be delivered to TRS an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of TRS in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by FSB on each Addition Date (or, with respect to New Accounts, on the Company New Account Delivery Date) to include any new Additional Accounts, and shall be updated or caused to be updated by FSB not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to TRS a security interest, which security interest shall be a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset. (g) By executing this Agreement, each of FSB and TRS acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Buyer on Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the closing date Original Agreement and any of its existing obligations under the Other Note Purchase Original Agreement the July 2006 Warrantshall remain in full force and effect under this Agreement, attached hereto as Annex XIamended and restated.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementRFC IV (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note FSB and purchased by RFC IV on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. (b) FSB shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as seller, and RFC IV, as purchaser, of the Purchased Assets and (iii) deliver a file- stamped copy of such financing statements or amendments or other evidence of such filings to RFC IV as soon as is practicable after filing. (c) FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the conditions Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to closing as set forth RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in Section 7 respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied by unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the Companyinterest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. In consideration of the Buyer agreeing The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to enter into this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Company Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by FSB and is not a Purchased (g) By executing this Agreement, each of FSB and RFC IV acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Buyer on Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the closing date Original Agreement and any of its existing obligations under the Other Note Purchase Original Agreement the July 2006 Warrantshall remain in full force and effect under this Agreement, attached hereto as Annex XIamended and restated.