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doctype: Amended and Restated Receivables Financing Agreement

BROOKE CORP. AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT (2007-08-02)

This Amendment No. 1 to the Amended and Restated Receivables Financing Agreement (the “ _Amendment_ ”) is made and entered into as of July 30, 2007 among (i) BROOKE ACCEPTANCE COMPANY 2007-1, LLC, a Delaware limited liability company (together with it successors and permitted assigns, the “ _Borrower_ ”), (ii) BROOKE WAREHOUSE FUNDING, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ _BWF_ ”), (iii) BROOKE CREDIT CORPORATION, a Kansas corporation (“ _BCC_ ”), as seller (together with its successors and permitted assigns, the “ _Seller_ ”), and as subservicer (in such capacity, the “ _Subservicer_ ”), and (iv) FIFTH THIRD BANK, an Ohio banking corporation (together with its successors and permitted assigns, “ _Fifth Third_ ”) (in such capacity, whether on its own behalf or for the benefit of Fountain Square Commercial Funding Corp., a Delaware corporation (“ _Fountain Square_ ”), together with its successors and permitted assigns, the “ _Lender_ ”).

Aleritas Capital Corp.. AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT (2007-08-03)

This Amendment No. 1 to the Amended and Restated Receivables Financing Agreement (the “ _Amendment_ ”) is made and entered into as of July 30, 2007 among (i) BROOKE ACCEPTANCE COMPANY 2007-1, LLC, a Delaware limited liability company (together with it successors and permitted assigns, the “ _Borrower_ ”), (ii) BROOKE WAREHOUSE FUNDING, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ _BWF_ ”), (iii) BROOKE CREDIT CORPORATION, a Kansas corporation (“ _BCC_ ”), as seller (together with its successors and permitted assigns, the “ _Seller_ ”), and as subservicer (in such capacity, the “ _Subservicer_ ”), and (iv) FIFTH THIRD BANK, an Ohio banking corporation (together with its successors and permitted assigns, “ _Fifth Third_ ”) (in such capacity, whether on its own behalf or for the benefit of Fountain Square Commercial Funding Corp., a Delaware corporation (“ _Fountain Square_ ”), together with its successors and permitted assigns, the “ _Lender_ ”).

UNITED PAN AM FINANCIAL CORP. AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT (2008-11-10)

THIS AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT is made and entered into as of October 18, 2007, among UPFC FUNDING CORP., a California corporation (the " _Borrower_ "), UNITED AUTO CREDIT CORPORATION, a California corporation, in its individual capacity (" _UACC_ ") and as seller (in such capacity, a " _Seller_ ") and as servicer (in such capacity, the " _Servicer_ ") and as custodian (in such capacity, the " _Custodian_ "), UNITED AUTO BUSINESS OPERATIONS, LLC, a Texas limited liability company, in its individual capacity (" _UABO_ ") and as seller (in such capacity, a "Seller", and collectively with UACC, the " _Sellers_ "), UNITED PANAM FINANCIAL CORP., a California corporation, in its individual capacity (" _UPFC_ ") and as guarantor (in such capacity, the " _Guarantor_ "), each NONCOMMITTED LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, each COMMITTED LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the AGENTS for the Lender Groups from time to time parties hereto (each such party, together with their respective successors in such capacity, an " _Agent_ "), CENTERONE FINANCIAL SERVICES LLC, as Backup Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as administrative/collateral agent (together with its successors in such capacity, the " _Administrative/Collateral Agent_ ") and backup custodian (together with its successors in such capacity, the " _Backup Custodian_ ").

UNITED PAN AM FINANCIAL CORP. AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT (2008-11-10)

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