Exhibit 10.139

NOTE PURCHASE AGREEMENT
dated September 12, 2007

FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.

12.75% Senior Subordinated Notes due September 12, 2017

14.75% Senior Subordinated Paid-In-Kind Notes due September 12, 2017

TABLE OF CONTENTS

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ii

Schedules and Exhibits

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September 12, 2007

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A :

Ladies and Gentlemen:

First Investors Financial Services Group, Inc., a Texas corporation (the “ Company ”), agrees with you as follows:

Article I

Authorization of Notes

The Company will authorize the issue and sale of its 12.75% Senior Subordinated Notes in the aggregate principal amount of $5,000,000 due September 12, 2017 (the “ Senior Subordinated Notes ,” such term to include any such notes issued in substitution therefor pursuant to Article XIII of this Agreement or the Other Agreements (as hereinafter defined)), and may authorize the issue and sale from time to time of its 14.75% Senior Subordinated Paid-In-Kind Notes in the aggregate principal amount of up to $318,750 due September 12, 2017 (the “ Senior Subordinated PIK Notes ,” such term to include any such notes issued in substitution therefor pursuant to Article XIII of this Agreement, and together with the Senior Subordinated Notes, the “ Notes ”).  The Senior Subordinated Notes shall be substantially in the form set out in Exhibit 1 , with such changes therefrom, if any, as may be approved by you and the Company.  The Senior Subordinated PIK Notes shall be substantially in the form set out in Exhibit 2 , with such changes therefrom, if any, as may be approved by you and the Company.  Certain capitalized terms used in this Agreement are defined in Schedule B ; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Article II

Sale and Purchase of Notes; Guaranty Agreement

Section 2.1             Sale and Purchase of Notes .

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3.1 , Senior Subordinated Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof.  Subject to the terms and conditions of this Agreement, the Company may issue and sell to you and you will purchase from the Company, at par at each PIK Closing provided for in Section 3.2 , Senior Subordinated PIK Notes in the principal amount specified in the applicable Senior Subordinated PIK Note.

Section 2.2             Guaranty Agreement .

The obligations of the Company hereunder and under the Notes are absolutely, unconditionally and irrevocably guaranteed by the Company’s Subsidiaries (other than the Insurance Subsidiary and any Securitization Subsidiary) and each other Company Subsidiary from time to time required to guaranty the Notes pursuant to Section 9.6 (each a “ Guarantor ” and, collectively, the “ Guarantors ”), pursuant to that certain Subsidiary Guaranty Agreement dated as of September 12, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Guaranty Agreement ”) substantially in the form of Exhibit 3 .

Article III

Closing

Section 3.1             Senior Subordinated Notes .

The sale and purchase of the Senior Subordinated Notes to be purchased by you shall occur at the offices of Hunton & Williams LLP, 101 South Tryon Street, Suite 3500, Charlotte, North Carolina 28280, at 10:00 a.m., Charlotte time, at a closing (the “ Closing ”) on September 12, 2007 or on such other Business Day thereafter on or prior to September 30, 2007 as may be agreed upon by the Company and you.  At the Closing the Company will deliver to you the Senior Subordinated Notes to be purchased by you in the form of a single Senior Subordinated Note (or such greater number of Senior Subordinated Notes in denominations of at least $100,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 1294161139 at Bank of America, N.A., ABA Number 111222212, Account Name-First Investors Financial Services-Holding Company Operating Account.  If at the Closing the Company shall fail to tender such Senior Subordinated Notes to you as provided above in this Section 3.1 , or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

Section 3.2             Senior Subordinated PIK Notes .

Each sale and purchase of the Senior Subordinated PIK Notes to be purchased by you shall occur at the offices of Hunton & Williams LLP, 101 South Tryon Street, Suite 3500, Charlotte, North Carolina 28280, at 10:00 a.m., Charlotte time, at a closing (each, a “ PIK Closing ”) on a date on which an interest payment is due under the Senior Subordinated Notes, provided that there shall not be more than six PIK Closings and the aggregate amount of Senior Subordinated PIK Notes issued on at any PIK Closing shall not exceed one month’s accrued interest on the Senior Subordinated Notes.  The Company will give you not less than five (5) Business Days prior written notice of each PIK Closing.  At each PIK Closing the Company will deliver to you the Senior Subordinated PIK Notes to be purchased by you in the form of a single Senior Subordinated Note (or such greater number of Senior Subordinated Notes in

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denominations of at least $25,000 as you may request) dated the date of the PIK Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor to be applied to the payment of interest accrued and unpaid interest then due on the Senior Subordinated Notes.  If at the PIK Closing the Company shall fail to tender such Senior Subordinated PIK Notes to you as provided above in this Section 3.2 , or any of the conditions specified in Sections 4.1, 4.2 or 4.5, shall not have been fulfilled to your satisfaction with respect to such PIK Closing,  you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

Article IV

Conditions to Closing

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1             Representations and Warranties .

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.  The representations and warranties of each Obligated Party in the Guaranty Agreement shall be correct when made and at the time of the Closing.

Section 4.2             Performance; No Default .

The Company and each Obligated Party shall have performed and complied with all agreements and conditions contained in this Agreement and the Guaranty Agreement required to be performed or complied with by it prior to or at the Closing or the applicable PIK Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14 ) no Default or Event of Default shall have occurred and be continuing.  Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1 , 10.3 , 10.5 , and 10.7 hereof had such Sections applied since such date.

Section 4.3             Compliance Certificates .

(a)            Officer’s Certificate .  The Company shall have delivered to you an Officer’s Certificate, dated the date of the Closing certifying that the conditions specified in Sections 4.1 , 4.2 and 4.9 have been fulfilled.

(b)            Secretary’s Certificate .  At the Closing, the Company shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Guaranty Agreement and this Agreement.

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Section 4.4             Opinions of Counsel .

At the Closing, you shall have received an opinion in form and substance satisfactory to you dated the date of the Closing from Thompson & Knight LLP, outside counsel for the Company, covering the matters set forth in Exhibit 4.4 and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to you).

Section 4.5             Purchase Permitted By Applicable Law, etc .

On the date of the Closing your purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which you are subject, (ii) not violate any applicable law or regulation (including, without limitation, Regulation G, T or X of the Board of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.  If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

Section 4.6             Reserved .

Section 4.7             Payment of Fees .

Without limiting the provisions of Section 15.1 , the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing or the applicable PIK Closing.  Furthermore, the Company shall have paid all other fees and expenses of you required to be paid as a condition to the purchase of any Notes, including, without limitation, any fees described in the Fee Letter.

Section 4.8             Reserved .

Section 4.9             Changes in Corporate Structure .

Except as specified in Schedule 4.9 , the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation or other transaction pursuant to which it shall have succeeded to any Material liabilities of any other entity at any time following the date of the most recent financial statements referred to in Schedule 5.5 .

Section 4.10          Proceedings and Documents .

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

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Section 4.11          Guaranty Agreement .

The Guaranty Agreement shall have been duly authorized, executed and delivered by each Guarantor and shall be in full force and effect and the purchaser hereof shall have received a duly executed copy thereof.

Section 4.12          Junior Debt .

The Company shall provide to the Purchaser evidence that the Junior Debt has a maturity date of not earlier than three (3) years from the date of the Closing or PIK Closing, as applicable.

Article V

Representations and Warranties of the Company

The Company represents and warrants to you that:

Section 5.1             Organization; Power and Authority .

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Section 5.2             Authorization, etc .

This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3             Disclosure .

The Company has delivered to you a copy of a Confidential Information Memorandum, dated May 2007, as supplemented June 2007 (collectively, the “ Memorandum ”), relating to the Company’s intention to raise additional capital.  The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries.  Except as disclosed in Schedule 5.3 , this Agreement, the Memorandum (except for the financial projections contained therein, as to which no representation is made herein), the documents, certificates or other writings delivered to you by or on behalf of the Company in

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connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5 , taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.  Except as disclosed in the Memorandum or as expressly described in Schedule 5.3 , or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5 , since April 30, 2007, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.  Other than conditions affecting the financial markets and consumer finance industry generally, there is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby.

Section 5.4             Organization and Ownership of Shares of Subsidiaries; Affiliates .

(a)            Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

(b)            All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 ).

(c)            Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, and in the case of each Subsidiary that is an Obligated Party, to execute and deliver the Guaranty Agreement and to perform the provisions thereof.

(d)            No Guarantor is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company or each other Guarantor that owns outstanding shares of capital stock or similar equity interests of such Guarantor.

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Section 5.5             Financial Statements .

The Company has delivered to each you copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5 .  All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

Section 5.6             Compliance with Laws, Other Instruments, etc .

The execution, delivery and performance by the Company of this Agreement and the Notes and the execution, delivery and performance by each Obligated Party of the Guaranty Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

Section 5.7             Governmental Authorizations, etc .

Except for routine filings in connection with exemptions from registration under blue sky laws and federal securities laws applicable to the offer and sale of the Notes and the Guaranty Agreement, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance (a) by the Company of this Agreement or the Notes or (b) by any Obligated Party of the Guaranty Agreement.

Section 5.8             Litigation; Observance of Agreements, Statutes and Orders .

(a)            Except as disclosed in Schedule 5.8 , there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b)            Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws)

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of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.9             Taxes .

The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such terms and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP.  The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate.

Section 5.10          Title to Property; Leases .

The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement.  All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11          Licenses, Permits, etc .

Except as disclosed in Schedule 5.11 ,

(a)            the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b)            to the best knowledge of the Company, no product of the Company infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

(c)            to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

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Section 5.12          Compliance with ERISA .

(a)            The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b)            The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)            The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d)            The expected post-retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e)            The execution and delivery, of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.  The representation by the Company in the first sentence of this Section 5.12(e)  is made in reliance upon and subject to (i) the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you and (ii) the assumption, made solely for the purpose of making such representation, that Department of Labor Interpretive Bulletin 75-2 with respect to prohibited transactions remains valid in the circumstances of the transactions contemplated herein.

Section 5.13          Private Offering by the Company .

Neither the Company nor anyone acting on its behalf has offered the Notes, the Guaranty Agreement or any similar securities for sale to, or solicited any offer to buy any of the same

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from, or otherwise approached or negotiated in respect thereof with, any person other than you, and not more than 10 other Institutional Investors, each of which has been offered the Notes and the Guaranty Agreement at a private sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the Guaranty Agreement to the registration requirements of Section 5 of the Securities Act.

Section 5.14          Use of Proceeds; Margin Regulations .

The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.14 .  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation G of the Board of Governors of the Federal Reserve System (12 CFR 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “ margin stock ” and “ purpose of buying or carrying ” shall have the meanings assigned to them in said Regulation G.

Section 5.15          Existing Indebtedness; Future Liens .

(a)            Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Debt of the Company and its Subsidiaries as of July 31, 2007, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries.  Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)            Except as disclosed in Schedule 5.15 , neither the Company nor any Guarantor has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.3 .

Section 5.16          Foreign Assets Control Regulations, etc .

Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Anti-Terrorism Order, the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

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Section 5.17          Status under Certain Statutes .

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

Section 5.18          Environmental Matters .

Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.  Except as otherwise disclosed to you in writing,

(a)            neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b)            neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c)            all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

Article VI

Representations of the Purchaser

Section 6.1             Purchase for Investment .

You represent that (i) you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, and (ii) your ability to transfer the Notes is restricted pursuant to Section 13.2 of this Agreement.  You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

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Section 6.2             Source of Funds .

You represent that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a)            if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or

(b)            the Source is either (i) an insurance company pooled separate account, within the meaning of Prohibited Transaction Exemption (“ PTE ”) 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b) , no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(c)            the Source constitutes assets of an “investment fund” (within the meaning of Part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c) ; or

(d)            the Source is a governmental plan; or

(e)            the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has ‘ been identified to the Company in writing pursuant to this paragraph (e) ; or

(f)             the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2 , the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

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Article VII

Information as to Company

Section 7.1             Financial and Business Information .

The Company shall deliver to each holder of Notes:

(a)            Quarterly Statements .  Within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i)             a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii)            consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a) ;

(b)            Annual Statements .  Within 120 days after the end of each fiscal year of the Company, duplicate copies of,

(i)             a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii)            consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in

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accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b) ;

(c)            SEC and Other Reports .  Promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii)each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d)            Notice of Default or Event of Default .  Promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Article XI(f) , a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e)            ERISA Matters .  Promptly, and in any event within five (5) days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i)             with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii)            the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii)           any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f)             Notices from Governmental Authority .  Promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

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(g)            Requested Information .  With reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

Section 7.2             Officer’s Certificate .

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a)  or Section 7.1(b)  hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a)            Covenant Compliance .  The information (including reasonably detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.4(a)  through Section 10.4(c)  hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b)            Event of Default .  A statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

Section 7.3             Inspection .

The Company shall permit the representatives of each holder of Notes:

(a)            No Default .  If no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of, the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)            Default .  If a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with

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their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such reasonable times and as often as may be reasonably requested in writing.

Article VIII

Prepayment of the Notes

Section 8.1             Required Prepayments .

The Company shall prepay the Notes, at the election of the any holder thereof, at a redemption price equal to the full principal amount of the Notes times the applicable Redemption Price Percentage set forth below, plus all accrued and unpaid interest thereon, upon the earlier to occur of the following:  a Change in Control of the Company, a sale of a Material portion of the assets of the Company (excluding a sale pursuant to any whole loan sale arrangement with you, any other holder of the Notes or any of their respective Affiliates), or an Event of Default which results in the acceleration of the Notes as set forth in Section 12.1 .

Section 8.2             Optional Prepayments .

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount equal to the principal amount of such Notes being prepaid, whether in all or in part, times the applicable Redemption Price Percentage set forth in Section 8.1 above, plus all accrued and unpaid interest thereon.  The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment.  Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3 ), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid.

Section 8.3             Allocation of Partial Prepayments .

In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

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Section 8.4             Maturity; Surrender, etc .

In the case of each prepayment of Notes pursuant to this Article VIII , the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5             Purchase of Notes .

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes.  The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Article IX

Affirmative Covenants

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1             Compliance with Law .

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2             Insurance .

The Company shall maintain the insurance coverages described on Schedule 9.2 , and the Company shall not make any changes to reduce such coverages or to increase the deductibles, or co-insurance thereunder.  In addition, the Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, such additional insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as the Required Holders may reasonably require, to the extent that such additional insurance is customary in the case of

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entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3             Maintenance of Properties .

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4             Payment of Taxes and Claims .

The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 9.5             Corporate Existence, etc .

The Company will at all times preserve and keep in full force and effect its corporate existence.  Subject to Sections 10.2 and 10.6 , the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6             Guaranty Agreement .

(a)            (1)            Concurrently with the formation or acquisition of any Subsidiary (other than a Securitization Subsidiary), the Company shall cause such Subsidiary to execute and deliver a supplement to the Guaranty Agreement (a “ Supplement ”) in the form of Exhibit A to the Guaranty Agreement.

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(2)            Concurrently with the delivery by any Subsidiary of a Supplement pursuant to Section 9.6(a)(1) , the Company shall cause such Subsidiary to deliver to each holder of Notes (i) such documents and evidence with respect to such Subsidiary as any holder may reasonably request in order to establish the existence and good standing of such Subsidiary and evidence that the Board of Directors of such Subsidiary has adopted resolutions authorizing the execution and delivery of such Supplement and the guaranty of the Notes, (ii) evidence of compliance with such Subsidiary’s outstanding Debt instruments in the form of (A) a compliance certificate from such Subsidiary to the effect that such Subsidiary is in compliance with all terms and conditions of its outstanding Debt instruments, (B) consents or approvals of the holder or holders of any evidence of Debt or Security, and/or (C) amendments of agreements pursuant to which any evidence of Debt or Security may have been issued, all as may be reasonably deemed necessary by the holders of Notes to permit the execution and delivery of such Supplement by such Subsidiary, (iii) an opinion of counsel to the effect that (A) such Subsidiary is a corporation or other business entity, duly organized, validly existing and in good standing, if applicable, under the laws of its jurisdiction of organization, has the corporate or other power and the authority to execute and deliver such Supplement and to perform the Guaranty Agreement, (B) the execution and delivery of such Supplement and performance of the Guaranty Agreement has been duly authorized by all necessary action on the part of such Subsidiary, such Supplement has been duly executed and delivered by such Subsidiary and the Guaranty Agreement constitutes the legal, valid and binding contract of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law), (C) the execution and delivery of such Supplement and the performance by such Subsidiary of the Guaranty Agreement do not conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation of a Lien upon any of the property of such Subsidiary pursuant to the provisions of any applicable law, order, rule or regulation, its charter documents or any agreement or other instrument known to such counsel to which such Subsidiary is a party to or by which such Subsidiary may be bound and (D) no approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any applicable Governmental Authority, Federal or state, is necessary in connection with the lawful execution and delivery of such Supplement by such Subsidiary or the performance of the Guaranty Agreement by such Subsidiary, which opinion may contain such assumptions and qualifications as are reasonably acceptable to the Required Holders and (iv) all other documents and showings reasonably requested by the holders of Notes in connection with the execution and delivery of such Supplement, which documents shall be reasonably satisfactory in form and substance to such holders and their special counsel, and each holder of Notes shall have received a copy (executed or certified as may be appropriate) of all of the foregoing legal documents.

(b)            The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company, of any Guarantor or any Affiliate as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Guarantor with respect to any liability of such Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to each of the holders of the Notes.

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Section 9.7             Financial Statement; Other Information .

The Company will deliver to the holders of the Notes the financial information set forth in Section 5.5 and Section 7.1 , other financial information reasonably requested by the holders of the Notes and any financial material and minutes prepared for meetings of the Board of Directors of the Company.

Section 9.8             Ranking of Notes .

The Notes and all other obligations of the Company and the Guarantors under this Agreement and the Guaranty Agreement shall be subordinated to the Senior Debt, on the terms set forth herein, shall be at least pari passu with the Junior Debt, and shall be senior to all other Debt of the Company and the Guarantors.

Section 9.9             Use of Proceeds .

The Company will use not more than $2,500,000 of the proceeds of the sale of the Notes to purchase outstanding common equity of the Company.

Article X

Negative Covenants

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1          Transactions with Affiliates .

The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Section 10.2          Merger, Consolidation, etc .

The Company shall not, and shall not permit any Subsidiary to, become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the business or Property of any Person or all or a substantial part of the business or Property of a division or branch of a Person or a majority interest in the Capital Stock of any Person, or wind up, dissolve, or liquidate itself; provided that as long as no Default or Event of Default exists or would result therefrom and provided the Company gives you prior written notice:

(a)            A Subsidiary of the Company may wind-up, dissolve, or liquidate if its Property is transferred to the Company or a Wholly-Owned Subsidiary of the Company; and

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(b