ASSET PURCHASE AGREEMENT

Exhibit 10.1

Execution Copy

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of June 8th, 2007 by and among Southern Management Acquisition Corp., a Delaware corporation (“ Buyer ”), Southern Management Corporation, a South Carolina corporation (the “ Company ”), Southern Finance of Tennessee, Inc., a Tennessee corporation, Covington Credit of Texas, Inc., a Texas corporation, Covington Credit, Inc., an Oklahoma corporation, Covington Credit of Alabama, Inc., an Alabama corporation, Covington Credit of Georgia, Inc., a Georgia corporation, Southern Finance of South Carolina, Inc., a South Carolina corporation, Quick Credit Corporation, a South Carolina corporation, (together with the Company, “ Sellers ”), Thaxton Group, Inc., a South Carolina corporation (“ Thaxton Group ”), Thaxton Investment Corporation, a South Carolina corporation (“ Thaxton Investment ”) and, solely for purposes of Sections 6(b) and 13(m) , Regional Holdings I Corp., a Delaware corporation (“ Guarantor ”). Certain capitalized terms used herein but not defined elsewhere in the text of this Agreement are defined in Article I below.

RECITALS

WHEREAS, Sellers desire to sell to Buyer, and Buyer desire to purchase and acquire from Sellers, the Acquired Assets in accordance with and subject to the terms and conditions set forth in this Agreement;

WHEREAS, as part of this purchase, Buyer is willing to assume the Assumed Liabilities;

WHEREAS, on October 17, 2003 (the “ Petition Date ”), Thaxton Group and certain of its Affiliates, including all Sellers, except for Covington Credit of Alabama, Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in jointly-administered Case Nos. 03-13182 through 03-13213 (the “ Bankruptcy Cases ”) in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”), and since the Petition Date Sellers continued to own and manage their properties as a debtor in possession pursuant to 11 U.S.C. §§ 1107(a) and 1108;

WHEREAS, on April 16, 2007, Sellers emerged from bankruptcy in accordance with the Second Amended and Restated Joint Consolidated Plan of Reorganization of Thaxton Group, Inc. and its Affiliates Debtors and Debtors-in-Possession Proposed by Thaxton Group and its Affiliate Debtors and the Official Committee of Unsecured Creditors that was confirmed by an order dated April 3, 2007; and

WHEREAS, the Acquired Assets will be sold and the Assumed Liabilities will be assumed pursuant to the terms and conditions of this Agreement.

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NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties agree as follows:

1. DEFINITIONS; INTERPRETATION .

(a) Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms shall have the respective meanings specified below:

“ Accounts ” has the meaning ascribed to it in Section 2(a)(i) .

“ Acquired Assets ” has the meaning ascribed to it in Section 2(a) .

“ Acquired Branch Offices ” means all of Sellers’ Branch Offices including those listed on Schedule 1(a) .

“ Affiliate ” means, with respect to any Person, (i) a spouse or member of the immediate family of such Person, (ii) any member, manager, director, officer or partner of such Person, (iii) any corporation, partnership, business, association, limited liability company, firm or other entity of which such Person is a member, manager, director, officer or partner, and (iv) any other Person that directly or indirectly controls, is controlled by or is under direct or indirect common control with such first Person.

“ Agreement ” has the meaning ascribed to it in the preamble to this Asset Purchase Agreement.

“ Assumed Contracts ” means all contracts in effect between Sellers and third parties except for Excluded Contracts.

“ Assumed Leases ” means all leases of Leased Real Property.

“ Assumed Liabilities ” has the meaning ascribed to it in Section 2(c).

“ Assumption Agreement ” means that certain assignment and assumption agreement to be executed and delivered by the parties at Closing in substantially the form of Exhibit A attached hereto.

“ Audited Financial Statements ” has the meaning ascribed to it in Section 5(g) .

“ Balance Sheet ” means the Consolidated balance sheet of Sellers, as of the Balance Sheet Date, included in the Financial Statements.

“ Balance Sheet Date ” means April 30, 2007.

“ Bankruptcy Cases ” has the meaning ascribed to it in the preamble to this Agreement.

“ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq ., as in effect on the Petition Date.

“ Bankruptcy Court ” has the meaning ascribed to it in the preamble to this Agreement.

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“ Bankruptcy Order ” means an order of the Bankruptcy Court which approves the sale, assignment and transfer of the Acquired Assets and Assumed Liabilities which order may be sought by agreement of the parties hereto.

“ Bill of Sale ” has the meaning ascribed to it in Section 4(b)(i) .

“ Branch Offices ” means the branch office locations of Sellers located in Alabama, Georgia, Oklahoma, South Carolina, Tennessee and Texas.

“ Business ” means Sellers’ business of offering short-term small loans, related credit insurance products and ancillary products and offering income tax return preparation services and refund anticipation loans (through a third party bank), and all other business activities of Sellers.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in Greenville, South Carolina are authorized or required by Law to be closed.

“ Buyer ” has the meaning ascribed to it in the preamble to this Agreement.

“ Buyer’s Closing Documents ” has the meaning ascribed to it in Section 4(c) .

“ Buyer’s Knowledge ” means the actual knowledge after due inquiry of David Perez, Erik A. Scott, Ellery W. Roberts, Richard A. Godley, Thomas F. Fortin, Bob Barry, Eric Anderson, and Glynn Quattlebaum.

“ CERCLA ” the Federal Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §. 9601 et seq.

“ Closing ” shall have the meaning ascribed to it in Section 4(a) .

“ Closing Date ” shall have the meaning ascribed to it in Section 4(a) .

“ Code ” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

“ Confidentiality Agreements ” shall have the meaning ascribed to it in Section 13(d) .

“ Consolidated ” as it applies to Sellers, the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, after eliminating all intercompany items.

“ Constituent of Concern ” any substance defined as a hazardous substance, hazardous waste, hazardous material, pollutant or contaminant by any Environmental Law, any petroleum hydrocarbon and any degradation product of a petroleum hydrocarbon, asbestos, PCB, airborne mysote, mold spores, or similar substance, the handling, storage, treatment or exposure of or to which is subject to regulation under any Environmental Law.

“ Corporate Office ” means the headquarters of Sellers located at 101 N. Main Street, Suite 400, Greenville, South Carolina 29601.

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“ Customer ” means any borrower, co-borrower or guarantor with respect to any Account.

“ Customer Contracts ” any promissory note, retail installment sales agreement or other evidence of consumer indebtedness payable to any Seller evidencing a consumer credit transaction made or purchased by any Seller and any related security instrument, credit insurance agreement and/or other agreement or instrument related to such consumer loan.

“ Customer Contracts Books and Records ” means (i) all information, in whatever form maintained (and if maintained electronically, then with the relevant electronic file layout), about the Customer Contracts, (ii) original files related to the Customer Contracts, (iii) documents used to underwrite customer loan applications and other customer credit transaction applications, and materials explaining all definitions and setting forth the calculations used in such documents, (iv) copies of underwriting and collection policies and procedures, (v) all collection and other customer service notes and other customer historical information with respect to the Customer Contracts, (vi) all marketing materials used to solicit the Customer Contracts and (vii) all statistical reports in the files of Sellers that reflect results of marketing efforts or performance of the loans underlying the Customer Contracts, including, without limitation, monthly management information reports for the Customer Contracts.

“ Damages ” any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses); provided, however , any calculation of Damages shall be offset by any accompanying benefit.

“ Debt ” means all obligations for borrowed money.

“ Deposit ” shall have the meaning ascribed to it in Section 3(a) .

“ Effective Time ” shall have the meaning ascribed to it in Section 4(a) .

“ Employee Transfer Date ” shall have the meaning ascribed to it in Section 7(b) .

“ Employee Offeree ” shall have the meaning ascribed to it in Section 7(b) .

“ Environment ” means any land surface or subsurface strata, soil, surface water, groundwater, sediment and ambient air (including indoor air).

“ Environmental Claims ” any claim; litigation; demand; action; cause of action; suit; loss; cost, including reasonable attorneys’ fees and expert’s fees; Damages; punitive damage; fine, penalty, expense, liability, judgment, governmental investigation; notification of status of being potentially responsible for investigation or clean-up of any facility or for being in violation or in potential violation of any requirement of Environmental Law; proceeding; consent or administrative order, agreement or decree; Lien; whether threatened, sought, brought or imposed that is related to or arises in whole or in part, under any Environmental Law. The term “ Environmental Claim ” also includes, without limitation, any Environmental Claims incurred in testing related to or resulting from any of the foregoing.

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“ Environmental Condition ” a condition with respect to the Environment that has resulted or could result in Damages to any Seller.

“ Environmental Law ” means all applicable Laws, Environmental Permits and similar items of any Governmental Authority relating to the protection of public health, or the Environment, including, without limitation, (i) CERCLA, the Federal Water Pollution Control Act, the Federal Clean Air Act, the Federal Solid Waste Disposal Act (which includes the Resource Conservation and Recovery Act), the Federal Toxic Substances Control Act and the Federal Insecticide, Fungicide and Rodenticide Act, each as amended from time to time, any regulations promulgated pursuant thereto, and any state or local counterparts and (ii) any common law or equitable doctrine (including injunctive relief and tort doctrines such as negligence, nuisance, trespass, strict liability, contribution and indemnification) that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of, effects of or exposure to any Constituent of Concern.

“ Environmental Permits ” means all permits, licenses, authorizations, certificates and approvals of Governmental Authorities relating to or required by Environmental Laws and necessary for or held in connection with the conduct of the Business.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any Person that, together with the Company prior to the Closing would be considered a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code.

“ Exchange Act ” the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Excluded Assets ” has the meaning ascribed to it in Section 2(b) .

“ Excluded Contracts ” has the meaning ascribed to it in Section 2(b)(v) .

“ Financial Statements ” has the meaning ascribed to it in Section 5(g) .

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, applied on a consistent basis.

“ Governmental Authority ” means any agency, board, bureau, commission, department, legislature, instrumentality or administration of the United States, a foreign country or any state, provincial, territorial, municipal, county, local or other governmental entity in the United States or a foreign country.

“ Governmental Permits ” means all licenses, permits, approvals, consents, certificates, waivers, exemptions, orders, registrations, certificates, variances and other authorizations from any and all Governmental Authorities.

“ Guarantor ” has the meaning ascribed to it in the preamble to this Agreement.

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“ HSR Act ”: means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor Law, and the rules and regulations issued pursuant thereto.

“ Insurance Policy ”: the insurance policy issued by the Insurance Policy Issuer, as contemplated by the Non-Binding Indication Letter attached hereto as Exhibit B .

“ Insurance Policy Issuer ”: American International Specialty Lines Insurance Company, or replacement insurance carrier reasonably acceptable to Buyer.

“ Intellectual Property ”: includes trademarks, trademark rights, service marks, service mark rights, tradenames, tradename rights, copyrights, works of authorship, inventions, patents, trade secrets, proprietary information, customer lists and related identifying information, computer software (including all source code and object code), firmware, all world wide web or other internet addresses, sites and domain names, all databases and data collections and all rights therein, and the right to sue for past infringement, if any, in connection with any of the foregoing, and all documents, disks, records, files and other media on which any of the foregoing is stored.

“ Intellectual Property Right ”: all Intellectual Property that is owned by the Company or any of its Subsidiaries.

“ Law ” means any law, statute, regulation, rule, code, ordinance, decree or order enacted, adopted, issued or promulgated by any Governmental Authority.

“ Leased Real Property ” has the meaning ascribed to it in Section 5(f) .

“ Liability ” means any liability, obligation, judgment, damage, charge, cost, fee, expense, loss, debt and indebtedness of any kind and nature, absolute or contingent, liquidated or unliquidated, in Law, equity or otherwise.

“ Licensed Software ” means licensed software used in connection with the conduct of the Business.

“ Lien ” means, with respect to any asset or property of any character, any mortgage, pledge, security interest, lien (including any mechanics or materialmen lien, tax lien, shipper or warehousemen lien or customs lien), right of first refusal, option or other right to acquire, transfer for security, conditional sale agreement, title retention agreement, or other like encumbrance pertaining to or affecting such asset or property, whether voluntary or involuntary and whether arising by Law, contract or otherwise.

“ Material Adverse Effect ” means any event, occurrence, fact, condition, change or effect that is materially adverse (i) to the Acquired Assets, the Business, liabilities, condition (financial or other), or results of operations, considered as a whole, other than general economic conditions and other factors that are not specific to Sellers but rather impact Sellers’ industry generally, or (ii) to Sellers’ ability to perform hereunder or under any Transaction Document; provided, however , that (A) the commencement and conduct of the Bankruptcy Cases and (B) the usual and ordinary consequences of the filing by a debtor of a bankruptcy case contemplating a reorganization or liquidation of the debtor’s assets, shall not, individually or in the aggregate, be deemed to constitute a Material Adverse Effect.

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“ Material Contract ” means a contract requiring the payment of money by Sellers in excess of $25,000.

“ New Disclosure ” has the meaning ascribed to it in Section 8(w) .

“ Ordinary Course of Business ” means the ordinary course of business of Sellers consistent with their past custom and practice, provided that actions taken by Sellers as contemplated by this Agreement, or in the Bankruptcy Cases, shall not be deemed for any purposes of this Agreement to constitute actions not in the Ordinary Course of Business.

“ OSHA ” the Federal Occupational Safety and Health Act of 1970, as amended from time to time.

“ Parties ” means Buyer, Sellers, Thaxton Group and Thaxton Investment.

“ Person ” means any individual, corporation, partnership, proprietorship, joint venture, limited liability company, association, joint-stock company, business or statutory trust, unincorporated organization, Governmental Authority, or other entity, organization or institution of any type whatsoever.

“ Plans ” has the meaning ascribed to it in Section 5(m) .

“ Petition Date ” has the meaning ascribed to it in the preamble to this Agreement.

“ Post-Closing Tax Period ”: any Tax period (or portion thereof) that is not a Pre-Closing Tax Period.

“ Pre-Closing Tax Period ”: any Tax period (or portion thereof) ending on or before the Closing Date.

“ Purchase Price ” has the meaning ascribed to it in Section 3(a) .

“ Receivables Amount ” means the aggregate sum as of the Effective Time of the outstanding “Total of Payments” remaining due and payable in respect of the Accounts purchased by Buyer under this Agreement, determined in accordance with GAAP.

“ Retained Liabilities ” has the meaning ascribed to it in Section 2(d) .

“ Sellers ” have the meaning ascribed to it in the preamble to this Agreement.

“ Sellers’ Closing Documents ” has the meaning ascribed to it in Section 4(b) .

“ Sellers’ Knowledge ” means the actual knowledge of the following members of Sellers’ management after due inquiry: Robert R. Dunn, Chief Executive Officer; Roy C. Little, President; and Jim Cantley, Chief Financial Officer.

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“ Straddle Period ”: any Tax period beginning before and ending after the Closing Date.

“ Subsidiary ” means, with respect to any Person, (i) any corporation, of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) any limited liability company, partnership, association, or other business entity, of which a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity if such Person or Persons will be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses, or is or controls the managing member or general partner of such limited liability company, partnership, association, or other business entity.

“ Tax ” or “ Taxes ” means any and all taxes, fees, levies, duties, tariffs, import and other similar charges, imposed by any taxing authority, together with any related interest, penalties, or other additions to tax, or additional amounts imposed by any taxing authority, and without limiting the generality of the foregoing, shall include net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, franchise, profits, license, transfer, recording, escheat, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profit, environmental, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever.

“ Tax Matter ” has the meaning ascribed to it in Section 9(d) .

“ Tax Returns ” means all returns, reports and forms required to be filed with a Governmental Authority with respect to Taxes.

“ Thaxton Group ” has the meaning ascribed to it in the preamble to this Agreement.

“ Thaxton Investment ” has the meaning ascribed to it in the preamble to this Agreement.

“ Transaction Documents ” means, collectively, Sellers’ Closing Documents and Buyer’s Closing Documents.

“ Transitioned Employee ” shall have the meaning ascribed to it in Section 7(b) .

“ Unaudited Financial Statements ” has the meaning ascribed to it in Section 5(g ).

(b) Interpretation . Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires and, as used herein, unless the context otherwise requires, the words “hereof,” “herein” and “hereunder,” and words of similar import, shall refer to this Agreement as a whole and not to any particular provision hereof. The term “including” shall be deemed to mean “including, without limitation.” Accounting terms

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used herein shall have the meanings given to them by GAAP applied on a consistent basis by the Person to which they relate. As the context requires, references to the ‘parties’ or to ‘either party’ means Sellers, on the one hand, and Buyer, on the other hand. Unless otherwise expressly stated, all dollar amounts stated herein are in United States currency.

2. PURCHASE AND SALE AND RELATED MATTERS .

(a) Purchase and Sale of Acquired Assets . Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, accept and acquire from Sellers all of Sellers’ right, title and interest as of the Effective Time in and to the assets relating to the Business (but excluding the Excluded Assets), including, but not limited to, the following (collectively, the “ Acquired Assets ”):

(i) all loan accounts, including, but not limited to, all charged off accounts (the “ Accounts ”), the Receivables Amount and all promissory notes, sales finance contracts and other instruments or agreements from which the Receivables Amount is derived, and all related documentation (including documents creating or perfecting security interests and Liens to secure the indebtedness due on the Accounts, guarantees and arbitration agreements), and all fees, charges and other sums owing on the Accounts;

(ii) all Customer Contracts Books and Records, including all original loan documents, folders, credit reports and analyses, records, financial information and computer generated information, and Sellers’ complete electronic database of payment histories related to the Accounts and the Receivables Amount;

(iii) all of Sellers’ rights as beneficiary under, and all other rights of Sellers in or to, all credit health, credit life, property, unemployment, and non-file insurance policies and car club memberships written in connection with the Accounts and all proceeds, refunds or benefits due thereon arising after the Effective Time and Sellers’ interest in the reserves related thereto;

(iv) all of the furniture, furnishings and equipment owned by Sellers located at the Corporate Office and Branch Offices, including those identified on Schedule 2(a)(iv)(A) , and all automobiles owned by Sellers used in the Business including those identified on Schedule 2(a)(iv)(B) ;

(v) the Assumed Leases;

(vi) the Assumed Contracts (including all Licensed Software);

(vii) all regulatory deposits and lease deposits;

(viii) all Intellectual Property Rights;

(ix) all of the membership interests in ABS Acquisition, LLC (“ ABS ”) held by Thaxton Group and its Affiliates, (A) including the prepayment to ABS (which was reflected

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on the Balance Sheet as a receivable in the amount of approximately $34,500), (B) Thaxton Group’s interest, if any, in the Allied Business Systems Customer Agreement, dated August 24, 2005, between Allied Business Systems LLC and Southern Management Corp. and (C) Thaxton Group’s interest, if any, in the Computer Software Maintenance Agreement, dated August 24, 2005, between Allied Business Systems LLC and Southern Management Corp.; and

(x) subject to Section 8(o), all Sellers’ prepaid expenses.

(b) Excluded Assets . Notwithstanding anything to the contrary contained in Section 2(a ) or any other provision of this Agreement, the Acquired Assets shall not include the following (the “ Excluded Assets ”):

(i) subject to Section 2(a)(vii) , all cash and equivalents of cash, including securities or instruments issued by any Person; provided, however , (A) each Branch Office shall be left with $600 to open for business the day following the Closing; and (B) the deposits described in Section 2(a)(vii) will be transferred to, and inure to the benefit of, Buyer;

(ii) all Sellers’ rights to refunds, credits or similar items relating to Taxes prior to the Effective Time;

(iii) any asset relating to intercompany cash management transactions among Sellers and their Affiliates;

(iv) any claims, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment relating to the Excluded Assets or the Retained Liabilities;

(v) the contracts, agreements, insurance policies and similar items specifically set forth on Schedule 2(b)(v) (the “ Excluded Contracts ”) and any proceeds therefrom or refunds related thereto; and

(vi) all corporate minute books of Sellers and related corporate records of Sellers.

For the sake of clarity, Sellers have certain amounts contained on Sellers’ balance sheet relating to deferred tax assets, goodwill and other intangible assets. Because this is an asset deal, none of such financial items contained on Sellers’ balance sheet, as such, are being transferred to Buyer.

(c) Assumed Liabilities . As additional consideration for the Acquired Assets, Buyer agrees to assume the following liabilities and obligations of Sellers (collectively, the “ Assumed Liabilities ”), which, without limiting the generality of the foregoing, do not include any Retained Liabilities :

(i) the obligation to refund to borrowers unearned insurance premiums and interest in accordance with applicable state Law, as the case may be, in connection with the prepayment, renewal or charge-off of Accounts after the Effective Time;

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(ii) all litigation, claims, investigations or similar matters arising in the Ordinary Course of Business, whether such litigation is based on pre-Effective Time or Post-Effective Time matters, including but not limited to, the litigation, claims and investigations set forth on Schedules 5(c) , 5(k)(iii) , 5(w) , and 5(x)(ii) , in each such case excluding any amounts covered by insurance (other than the Insurance Policy);

(iii) all liabilities arising from the sale of insurance products and car club memberships arising after the Effective Time (whether such liability is based on pre-Effective Time or Post-Effective Time matters), in each such case excluding any amounts covered by insurance (other than the Insurance Policy);

(iv) subject to the provisions of Section 8(i) , all liabilities and obligations under Assumed Leases; and

(v) all liabilities and obligations under Assumed Contracts, including without limitation, Customer Contracts, whether such liabilities and obligations are based on pre-Effective Time or Post-Effective Time matters, in each such case excluding any amounts covered by insurance (other than the Insurance Policy).

Notwithstanding anything contained in this Section 2 , the matters relating to employees set forth in Section 7 , shall be handled as set forth in Section 7 . In addition, the assumption of the specified liabilities hereunder by Buyer does not affect Sellers representations and warranties and Buyer’s remedies for any breach thereof.

(d) Retained Liabilities . Upon Closing, except for the Assumed Liabilities, Sellers shall retain and be liable for all liabilities and obligations of Sellers (contingent or otherwise) attributable to the conduct of the Business by Sellers prior to the Closing Date, including, without limitation, the following liabilities and obligations (collectively, the “ Retained Liabilities ”):

(i) all liabilities and obligations of Sellers arising out of or related to any Excluded Asset;

(ii) Taxes of any Seller for any Pre-Closing Tax Period or pre-Closing portion of the Straddle Period;

(iii) any liabilities that were or should have been asserted as claims in the Bankruptcy Cases;

(iv) any liabilities relating to intercompany claims among Sellers and their Affiliates; and

(v) all payables incurred in the Ordinary Course of Business prior to the Effective Time, regardless of when invoiced; provided, however, that this clause (v) does not include those payables relating to American National and Continental Car Club, as set forth in Sections 8(p) and 8(q).

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3. PURCHASE PRICE .

(a) Purchase Price . Upon the execution of this Agreement, Buyer shall pay to Sellers an aggregate of $900,000 in cash by wire transfer to an account or accounts designated by Sellers (the “ Deposit ”). At Closing, and in consideration for the purchase of the Acquired Assets, Buyer shall (i) in addition to providing Seller full title and ownership of the Deposit free of any liens, claims or interests, pay to Sellers an aggregate of $89,100,000, in cash by wire transfer to an account or accounts designated by Sellers (the Deposit, the $89,100,000 and the amount referenced in Section 3(b) being collectively referred to herein as the “ Purchase Price ”), and (ii) assume the Assumed Liabilities. The Purchase Price shall be allocated among Sellers as set forth on Schedule 3(a) .

(b) Increase in Purchase Price . At the Closing, Sellers shall receive an increase in Purchase Price equal to the sum of (i) the unpaid insurance retainage from American National relating to insurance products sold by Sellers through American National for each calendar month (up to a total of three calendar months, depending on when the Effective Time occurs) for which American National has not yet made a payment prior to the Effective Time, plus (ii) the commissions relating to Sellers’ sale of Continental Car Club memberships for the calendar month immediately preceding the Effective Time. The amounts payable under this Section 3(b) shall be calculated and paid at Closing as part of the Purchase Price. If and to the extent that the American National amounts payable pursuant to clause (i) have not yet been determined by American National for one or more calendar months, then the parties will negotiate in good faith to agree upon a binding estimate for any such month. Such binding estimate shall be based upon the methodologies used by American National in making its determinations, which the parties acknowledge may vary among individual insurance products, and will take into account the actual dollar amount of policies written during such periods, the applicable commission rates and the claims actually made during such periods.

4. CLOSING; CLOSING DOCUMENTS .

(a) Closing . The closing (“ Closing ”) of the transactions contemplated hereby shall take place at the offices of Nelson Mullins Riley & Scarborough, LLP, in Columbia, South Carolina, at the end of the calendar month immediately following the date on which the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Section 10 has occurred, or on such other date and at such other place agreed to by the Parties (the date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”). Closing shall be effective as of 12:01 a.m. (Eastern time) on the first Business Day following the Closing Date (the “ Effective Time ”).

(b) Deliveries by Sellers At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following documents (the “ Sellers’ Closing Documents ”):

(i) an executed counterpart of a bill of sale, substantially in the form of Exhibit D attached hereto (“ Bill of Sale ”);

(ii) an executed counterpart of the Assumption Agreement;

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(iii) an executed copy of the Bankruptcy Order (if the Parties elect to seek one);

(iv) the certificate of Sellers required by Section 10(a)(i) , dated the Closing Date, substantially in the form attached hereto as Exhibit E , duly executed by Sellers;

(v) a tax compliance certificate from the South Carolina Department of Revenue; and

(vi) such other endorsements, assignments, instruments or other documents as are contemplated by this Agreement or as are reasonably deemed necessary by Buyer or Buyer’s legal counsel.

(c) Deliveries by Buyer . At Closing, Buyer shall deliver to Sellers the following documents (the “ Buyer’s Closing Documents ”):

(i) the Purchase Price;

(ii) an executed counterpart of the Assumption Agreement;

(iii) the certificate of Buyer required by Section 10(b)(i) , dated the Closing Date, substantially in the form attached hereto as Exhibit F duly executed by Buyer; and

(iv) such other endorsements, assignments, instruments or other documents as are contemplated by this Agreement or as reasonably deemed necessary by Sellers or Sellers’ legal counsel.

5. REPRESENTATIONS AND WARRANTIES OF SELLERS . Sellers, jointly and severally, make the following representations and warranties to Buyer:

(a) Organization . Sellers are corporations duly incorporated, validly existing and in good standing under the Laws of the jurisdictions of their respective incorporations. Sellers have requisite corporate power and authority to own or lease their respective properties and assets (including the Acquired Assets) and to carry on the Business and to enter into this Agreement and each of the Transaction Documents to be entered into by Sellers and to carry out their obligations hereunder and thereunder. Sellers hold all state law licenses and make all state law registrations or notifications necessary to engage in the Business as required under state law. The execution, delivery and performance by Sellers of this Agreement and of each Transaction Document to be entered into by Sellers, and the consummation by Sellers of the transactions contemplated hereby and thereby, have been approved by all necessary corporate action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes the legal, valid and binding agreement of Sellers, enforceable against Sellers in accordance with its terms. Each Transaction Document when required hereunder has been, or will have been, duly executed and delivered by the Seller party thereto and constitutes, or will constitute, the legal, valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms.

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(b) No Approvals; Conflict; Restrictive Documents .

(i) Except as disclosed on Schedule 5(b)(i) , the execution, delivery and performance of this Agreement by Sellers and each of the Transaction Documents to which any Seller is a party will not (A) violate the articles or certificate of incorporation, as applicable, or bylaws of any Seller, (B) upon the receipt of any necessary approvals or termination of the waiting period under the HSR Act, violate any Law or order applicable to any Seller, (C) require any type of material filing with or permit, consent or approval of, or require the giving of any notice to (including under any right of first refusal or similar provision), any Person (including material filings, consents or approvals required under any permits of any Seller, or any Contracts, Plans or Customer Contracts to which the Company or any of its Subsidiaries is a party) except for filings and approvals under the HSR Act, filings for local business licenses, and filings required by the Consumer Credit Commissioner of the State of Texas, the South Carolina Board of Financial Institutions, the Georgia Industrial Loan Commissioner, the Tennessee Commissioner of Financial Institutions, the Oklahoma Administrator of Credit and the Alabama Department of Banking, (D) result in a material violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of any Seller, or to a loss of any material benefit to which any Seller is entitled under any Material Contract or Plan or other material instrument binding upon or providing rights to any Seller or any material permit, license or other similar authorization held by any Seller or (E) result in the creation or imposition of any material Lien on any asset of any Seller.

(ii) None of Sellers is subject to, or a party to, any charter, bylaw, mortgage, Lien, lease, license, permit, instrument, Law, order, or any other restriction of any kind or character, which (A) since January 1, 2006, has had or could reasonably be expected to have a Material Adverse Effect or (B) assuming the necessary consents disclosed in the applicable Schedules are obtained, would prevent consummation of the transactions contemplated by this Agreement, compliance by Sellers with the terms, conditions and provisions hereof and the Transaction Documents to which such Seller is a party, or the continued operation of the Business after the date hereof or the Closing Date on substantially the same basis as historically operated.

(c) Litigation . Except for (i) the Bankruptcy Cases and proceedings pending therein, (ii) collections actions in the Ordinary Course of Business that individually are not material, (iii) customer complaints and related matters in the Ordinary Course of Business that individually are not material, (iv) regulatory examinations in the Ordinary Course of Business that individually are not material and (v) as identified on Schedule 5(c ), there is no litigation, action, lawsuit, claim, audit, review, examination, inquiry, proceeding or investigation pending or, to Sellers’ Knowledge, threatened against Sellers which relates to the Acquired Assets. There is no litigation, action, lawsuit, claim, audit, review, examination, inquiry, proceeding or investigation involving Sellers pending or, to Sellers’ Knowledge, threatened which questions the legality or propriety of the transactions contemplated by this Agreement or any of the Transaction Documents. Except for orders or other proceedings in the Bankruptcy Cases and except as identified on Schedule 5(c) , there is no outstanding order, writ, injunction, or decree of any Governmental Authority against Sellers.

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(d) Compliance With Applicable Laws . Sellers hold all material Governmental Permits that are required for the operation of the Business and held all necessary material Governmental Permits at the time the loans related to the Accounts were made to Customers. Sellers are in compliance with the terms of such Governmental Permits and all applicable Laws, including, if applicable, Section 670 of the John Warner National Authorization Act for Fiscal Year 2007 and the Fair Debt Collection Practices Act, 15 U.S.C. 1692 §§ et seq .

(e) Title to Acquired Assets; Sufficiency of Assets . Except as provided in Section 8(v) , Sellers have good and valid title to, or in the case of leaseholds, valid leasehold interests in, all of the Acquired Assets. Upon the execution and delivery to Buyer on the Closing Date of the Bill of Sale, the Assumption Agreement and any other instruments of transfer and assignment contemplated by this Agreement, Sellers will transfer to Buyer good and valid title to the Acquired Assets, in each case free and clear of all Liens and claims, except for the Liens set forth on Schedule 5(e ). The Acquired Assets that are personal property all are in good operating condition and repair (normal wear and tear excepted) and the Acquired Assets are sufficient to conduct the Business as presently conducted.

(f) Leased Real Property . No Seller owns any real property. Schedule 5(f)(i) sets forth a list of all real property leased, occupied, operated or otherwise used (whether for storage, disposal or otherwise) by Sellers (the “ Leased Real Property ”). Except as set forth on Schedule 5(f)(ii) , all leases of Leased Real Property are valid, binding and enforceable in accordance with their respective terms and each Seller party thereto is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any material default or, to Sellers’ Knowledge, any event which with notice or lapse of time or both would constitute a material default. Each Seller is in peaceful and undisturbed possession of the space and/or estate under each lease of which it is a tenant and has good and valid rights of ingress and egress to and from Leased Real Property and to the public street systems for all usual street, road and utility purposes or to common areas or similar space located in shopping malls or shopping centers. No Seller or Affiliate of any Seller is a landlord under any lease relating to Leased Real Property. No Seller has received any notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable zoning Law or order relating to or affecting the Leased Real Property, and to Sellers’ Knowledge, no such proceeding has been threatened or commenced. To Sellers’ Knowledge, the structures, improvements, and fixtures at or upon the Leased Real Property, including but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air condition, and similar units and systems, have on the whole to date been reasonably maintained and are in good operating condition for their intended use, subject to the need for usual and customary maintenance and repair with respect to similar properties of like age and construction.

(g) Financial Information . Sellers have delivered to Buyer (i) an audited consolidated balance sheet for the fiscal year ended 2004; (ii) audited Consolidated balance sheets and statements of income and cash flows for the fiscal years ended 2005 and 2006 ((i) and (ii) being collectively referenced to herein as the “ Audited Financial Statements ”) and (iii) an unaudited Consolidated balance sheet and statement of income and cash flow as of and for the four-month period ended April 30, 2007 (the “ Unaudited Financial Statements ” and together with the Audited Financial Statements, the “ Financial Statements ”). The Unaudited Financial Statements

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have been prepared in accordance with GAAP, (x) except as set forth on Schedule 5(g) , (y) except for usual and customary adjustments at year end with respect to the allocation of items in different periods within the year, consistent with past practice and (z) except that the Unaudited Financial Statements contain no footnotes. Except as set forth on Schedule 5(g) , he Audited Financial Statements have been prepared in accordance with GAAP. The Financial Statements are derived from the books and records (including the general ledgers) of Sellers, accurately reflect such books and records (including the general ledgers) in all material respects and fairly present in all material respects the financial position of Sellers at the dates thereof and the results of the operations and cash flows of Sellers for the periods indicated.

(h) Accounts Receivable . Except for charged off accounts, the Accounts and Receivables Amounts (i) have been originated in the Ordinary Course of Business of Sellers and represent fully completed bona fide loan transactions that require no further act on the part of Sellers to make such Accounts payable by the account debtors; (ii) were, and are, not subject to valid claims, counterclaims, offsets, recoupments or deductions; (iii) represent valid obligations owing to Sellers by account debtors that are not Affiliates of Sellers, which are enforceable in accordance with their respective terms; except, in the case of clause (i), (ii) or (iii), for such exceptions as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Sellers have fully and properly accounted and given credit for all payments from or on behalf of any Customer relating to each of the Accounts. To Sellers’ Knowledge, the methodology used to calculate the reserves for doubtful accounts as reflected on Sellers’ books from time to time is adequate assuming that after the Effective Time the Business continues to be operated in substantially the same manner as before the Effective Time.

(i) Taxes . Sellers have filed, and will continue to timely file (taking into account available extensions) with respect to the Acquired Assets and the Business through the Closing Date, all Tax Returns which are required to be filed by Sellers with respect to the Acquired Assets and the Business. All Taxes due with respect to such Tax Returns have been paid, whether or not such Tax Returns were filed. Sellers have not executed or filed with the Internal Revenue Service or with any state or local taxing authorities any agreement extending, or having the effect of extending, the periods for assessment and collection of any Taxes relating to the Acquired Assets or the Business. There is no action, suit, investigation, audit, claim or assessment pending or, to Sellers’ Knowledge, threatened with respect to Taxes relating to any Acquired Asset or the Business. None of the Acquired Assets is subject to any Tax Liens (other than Liens for Taxes relating to the Acquired Assets that are not yet due and payable).

(j) Brokers’ Fees . Except as set forth on Schedule 5(j) , there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of any Seller or any Affiliate thereof that might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. Sellers are solely responsible for the fees and commissions set forth, or required to be set forth, on Schedule 5(j) .

(k) Customer Contracts .

(i) With respect to each Customer Contract, (A) if and to the extent required by applicable licensing requirements, the relevant Customer Contracts Books and Records are

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true and complete in all material respects, (B) if and to the extent required by applicable licensing requirements, the Customer Contracts Books and Records do not contain any untrue statement of fact or omit to state a fact necessary to make any material statements contained therein not misleading, (C) all material information relating to the credit, charges, fees, payment history, customer inquiries, regulatory correspondence and other material relevant information that is known and available to Sellers relating to each Customer Contract is contained in the relevant Customer Contracts Books and Records and (D) the interest, fees, costs, expenses, penalties and all other charges of every nature, kind and description whatsoever charged to or levied by any Seller against the Customer Contracts in effect as of the Closing Date were correctly calculated by Sellers and are accurately reflected in the Customer Contracts Books and Records.

(ii) Except as could not reasonably be expected to have a Material Adverse Effect, each Customer Contract has been originated in the ordinary course of business solely by Sellers or purchased by and validly assigned to Sellers, in each case pursuant to the customary policies and procedures of Sellers. Written copies of the customary policies and procedures of Sellers have been provided to Buyer.

(iii) Except as disclosed on Schedule 5(k)(iii) and for regulatory examinations in the Ordinary Course of Business that individually are not material, (A) there have been no adverse findings as a result of any audit, investigation, inspection or any other review or inquiry of any Governmental Authority or internal auditing group concerning the origination or purchase of Customer Contracts by Sellers; (B) no dispute regarding a Customer Contract has been settled by any of Sellers other than in the Ordinary Course and for immaterial amounts on an individual basis, and no Customer Contract contains a deficiency balance other than in the Ordinary Course and for immaterial amounts on an individual basis; and (C) there is no cease and desist order or similar order preventing any of Sellers from making telephone contact with an obligor under a Customer Contract (other than the rules under the South Carolina Consumer Protection Code, S.C. Code Ann. §§ 37-1-101 et seq . the Georgia Industrial Loan Act, Ga. Code §§ 7-3-1 et seq ., the Oklahoma Consumer Credit Code, Okla. Stat. tit. 14A, §§ 1-101 et seq ., and any other similar rules in other states under other applicable laws) that, in each case, has had or could reasonably be expected to have a Material Adverse Effect.

(iv) Except as disclosed on Schedule 5(k)(iv) , (A) no loan or other consumer credit transaction made under a Customer Contract is tied to any kind of interest rebate or interest reduction program and (B) the terms of no Customer Contract have been waived, altered or modified in any material respect other than immaterial amounts on an individual basis, and do not otherwise deviate materially from the terms actually applied by Sellers to the Customer Contract, other than (x) in connection with re-agings or otherwise in conformity with the customary policies and procedures of Sellers, (y) in compliance with the Servicemembers Civil Relief Act of 2003, 50 U.S.C. App. §§ 501—593 or (z) as a result of the bankruptcy of the borrower party to any such Customer Contract.

(l) Disclosures to Customers . Sellers properly, timely and fully made all disclosures to Customers in connection with the origination of the Accounts as required by Law, including, without limitation, the Federal Truth-in-Lending Act, 15 U.S.C. §§ 1601 et seq . and Regulation Z, 12 C.F.R. Part 226 and the Equal Credit Opportunity Act, 15 U.S.C. §§ 1691 et seq . and Regulation B, 12 C.F.R. Part 202.

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(m) Employees; ERISA .

(i) Schedule 5(m)(i) sets forth a true, correct and complete list of all employees used in the Business with each such employee’s job title and location of employment. Schedule 5(m)(i) sets forth all employees of Sellers (A) who received annual total compensation in excess of $100,000 in 2005 or 2006, or (B) who are currently scheduled to receive annual total compensation in excess of $100,000 from the Company for 2007. No employees have employment contracts with a Seller.

(ii) Schedule 5(m)(ii) sets forth a list of all employee benefit plans (as defined in Section 3(3) of ERISA), and all other compensation or benefit plans, programs, arrangements, contracts or schemes, written or oral, statutory or contractual, with respect to which any Seller or any ERISA Affiliate has any obligation or liability to contribute or which are maintained, contributed to or sponsored by the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of the Company or any ERISA Affiliate (collectively, the “ Plans ”). Except as set forth on Schedule 5(m)(ii) , with respect to each Plan, the Company has delivered to Buyer a true and complete copy of each such Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Plan including, and to the extent applicable, (A) a copy of each trust or other funding arrangement, (B) each summary plan description and summary of material modifications, (C) the three most recently filed IRS Forms 5500 (including all schedules) and (D) the most recent determination letter referred to in Section 5(m)(v) . Neither the Company nor any ERISA Affiliate has made any express or implied commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any employee benefit plan, program, arrangement, contract or scheme or to modify any Plan, other than as required by law.

(iii) None of the Plans (A) is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (B) is a “multiemployer plan” as defined in Section 3(37) of ERISA, (C) is a plan maintained in connection with a trust described in Section 501(c)(9) of the Code, (D) except as disclosed on Schedule 5(m)(iii) , provides for the payment of separation, severance, termination or similar-type benefits to any person or (E) provides for or promises retiree medical or life insurance benefits to any current or former employee, officer or director of the Company or any ERISA Affiliate except to the extent required by Law. Each of the Plans is subject only to the federal or state Laws of the United States or a political subdivision thereof.

(iv) Except as set forth on Schedule 5(m)(iv) , each Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws, and each of the Company and the ERISA Affiliates has satisfied in all material respects all of its statutory, regulatory and contractual obligations with respect to each such Plan. No action, suit, claim or proceeding is pending or, to Sellers’ Knowledge, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, no fact or event exists that could give rise to any such action, suit or claim.

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(v) Each Plan or related trust that is intended to be qualified or exempt from taxation under Section 401(a) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and, nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualified or exempt status of any Plan or related trust.

(vi) Except as disclosed on Schedule 5(m)(vi) , there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Neither the Company nor any ERISA Affiliate has incurred any liability for any excise tax arising under the Code with respect to a Plan and no fact or event exists that could give rise to such liability. Neither the Company nor any ERISA Affiliate has incurred any liability relating to Title IV of ERISA (other than for the payment of premiums to the Pension Benefit Guaranty Corporation), and no fact or event exists that could give rise to any such liability.

(vii) Except as disclosed on Schedule 5(m)(vii) , all contributions, premiums or payments required to be made with respect to each Plan on or before the Closing Date have been made on or before their due dates. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists which could reasonably be expected to give rise to any such challenge or disallowance.

(viii) Except as disclosed on Schedule 5(m)(viii) , there has been no amendment to, interpretation of or announcement (whether or not written) by the Company or any ERISA Affiliate relating to, or change in employee participation or coverage under, any Plan that would increase the expense of maintaining such Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date of this Agreement.

(ix) Except as set forth on Schedule 5(m)(ix) , no employee or former employee of the Company or any ERISA Affiliate, is, or will become, entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement.

(x) Except as set forth on Schedule 5(m)(x) , the Company has not had, within the six years preceding the date of this Agreement, any ERISA Affiliates other than its Subsidiaries.

(n) Material Contracts .

(i) Except for (A) insurance policies and (B) agreements, policies and related documents regarding Sellers’ benefit plans (which are governed by Section 8(t) (true, correct and complete copies of which have been provided to Buyer)), Schedule 5(n)(i) sets forth a

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true, correct and complete list of all Material Contracts of Sellers. Each Material Contract disclosed on Schedule 5(n)(i) or any other Schedule to this Agreement or required to be disclosed pursuant to this Section 5(n) is a valid and binding contract of each Seller that is a party thereto and is in full force and effect, and no Seller, or any of their Affiliates, nor to Sellers’ Knowledge any other party thereto is in default or breach in any material respect under the terms of any such Material Contract. To Sellers’ Knowledge, there is no event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) that, with the giving of notice or the passage of time, could reasonably be expected to become a default or constitute a material breach under any such Material Contract by any of the parties thereto. Schedule 5(n)(i) includes a list of trade creditors that were paid $20,000 or more for the period May 2006 to April 2007. Sellers have delivered to Buyer true and complete copies of each written Material Contract listed on Schedule 5(n)(i) . There are no oral Material Contracts.

(ii) Except as disclosed on Schedule 5(n)(ii) , no Seller has received any written notice or communication (A) alleging breach of any Material Contract disclosed or required to be disclosed on Schedule 5(n)(i) , (B) terminating or threatening to terminate any Material Contract disclosed or required to be disclosed on Schedule 5(n)(i) or (C) of intent not to renew a Material Contract disclosed or required to be disclosed on Schedule 5(n)(i) .

(iii) Schedule 5(n)(iii) sets forth every grant or payment (whether fixed or contingent) by a Seller paid or payable after the Balance Sheet Date of any severance or termination pay to any former employee of any Seller who received annual total compensation of $50,000 or more, or any director or officer of any Seller.

(o) No Undisclosed Liabilities . There are no material liabilities of any Seller or facts or circumstances that could reasonably be expected to give rise to material liabilities of any Seller, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities fully recorded or reserved for in the Balance Sheet, (ii) liabilities specifically disclosed on Schedule 5(o) , (iii) liabilities incurred in the Ordinary Course of Business and (iv) other liabilities for legal, accounting and other professional expenses incurred in connection with the transactions contemplated by this Agreement.

(p) Interested Transactions . Except for intercompany cash management transactions among Sellers and their Affiliates that would not cause Buyer to have any liabilities or to lose any rights, Schedule 5(p) contains a complete list of all (i) amounts and obligations owed between any Seller and its Affiliates, on the one hand, and any other Seller and its Affiliates, on the other hand, and (ii) transactions and services provided since January 1, 2004 between any Seller and its Affiliates, on the one hand, and any other Seller and its Affiliates, on the other hand. Except as disclosed on Schedule 5(p) and except in the ordinary course of employment, since the Balance Sheet Date, (i) there has not been any accrual of liability, incurrence of an obligation or entering into or modifying a transaction or agreement (A) by any Seller to any other Seller or to any Affiliate of such Seller or (B) between any Seller and any other Seller or any Affiliates of such Seller and (ii) there has not been any payment of dividends or other payments of cash (except for intercompany cash management transactions among Sellers and their Affiliates which would not cause Buyer to have any liability or to lose any rights) or other property by any Seller or its Affiliates to any Seller or its Affiliates, or the incurrence of any legal or financial obligation to any such Person that would cause Buyer to incur any liability or to lose any rights.

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(q) Absence of Certain Changes . Except as disclosed on Schedule 5(q) , since the Balance Sheet Date, (i) Sellers have conducted the Business in the Ordin