Great American Group, Inc. (Form: 10-Q, Received: 08/31/2009 17:27:25)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-159644

GREAT AMERICAN GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		27-0223495
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

21860 Burbank Boulevard, Suite 300 South Woodland Hills, CA		91367
(Address of Principal Executive Offices)		(Zip Code)

(818) 884-3737

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of August 27, 2009, there were 29,906,626 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.

INDEX


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements	3

	Condensed Consolidated Balance Sheet as of June 30, 2009	3

	Condensed Consolidated Statement of Operations for the period from May 7, 2009 (Inception) through June 30, 2009	4

	Condensed Consolidated Statement of Stockholders’ Deficiency for the period from May 7, 2009 (Inception) through June 30, 2009	5

	Condensed Consolidated Statement of Cash Flows for the period from May 7, 2009 (Inception) through June 30, 2009	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4T.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Submission of Matters to a Vote of Security Holders	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

	Signatures	26

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

GREAT AMERICAN GROUP, INC. AND SUBSIDIARY

(a development stage company)

(a wholly-owned subsidiary of Alternative Asset Management Acquisition Corp.)

Condensed Consolidated Balance Sheet

June 30, 2009

(Unaudited)


Assets

Current assets:
Cash	$	100


Total currents assets		100


Total assets	$	100


Liabilities and Stockholders’ Deficiency

Current liabilities:
Accrued expenses	$	5,000


Total current liabilities		5,000


Commitments and contingencies

Stockholders’ Deficiency:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued		—
Common stock, $0.0001 par value; 135,000,000 shares authorized; 100 shares issued and outstanding		—
Additional paid-in capital		100
Deficit accumulated during development stage		(5,000	)


Total stockholders’ deficiency		(4,900	)


Total liabilities and stockholders’ deficiency	$	100

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREAT AMERICAN GROUP, INC. AND SUBSIDIARY

(a development stage company)

(a wholly-owned subsidiary of Alternative Asset Management Acquisition Corp.)

Condensed Consolidated Statement of Operations

For the Period From May 7, 2009 (Inception) Through June 30, 2009

(Unaudited)


Formation and operating costs	$	(5,000	)


Loss from operations		(5,000	)


Net loss	$	(5,000	)


Weighted average number of common shares outstanding—basic and diluted		100


Basic and diluted net loss per share	$	(50	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREAT AMERICAN GROUP, INC. AND SUBSIDIARY

(a development stage company)

(a wholly-owned subsidiary of Alternative Asset Management Acquisition Corp.)

Condensed Consolidated Statement of Changes In Stockholders’ Deficiency

For the Period From May 7, 2009 (Inception) Through June 30, 2009

(Unaudited)


	Preferred Stock			Common Stock			Additional Paid-in Capital		Deficit Accumulated During Development Stage			Total Stockholders’ Deficiency
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Deficit Accumulated During Development Stage			Total Stockholders’ Deficiency
Issuance of stock to initial stockholder on May 7, 2009—100 shares at $1.00 per share	—	$	—	100	$	—	$	100	$	—		$	100
Net loss for the period from May 7, 2009 (Inception) through June 30, 2009	—		—	—		—		—		(5,000	)		(5,000	)


Balance, June 30, 2009	—	$	—	100	$	—	$	100	$	(5,000	)	$	(4,900	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREAT AMERICAN GROUP, INC. AND SUBSIDIARY

(a development stage company)

(a wholly-owned subsidiary of Alternative Asset Management Acquisition Corp.)

Condensed Consolidated Statement of Cash Flows

For the Period From May 7, 2009 (Inception) Through June 30, 2009

(Unaudited)


Cash flows from operating activities:
Net loss	$	(5,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Increase in:
Accrued expenses		5,000


Net cash provided by (used in) operating activities		—

Cash flows from financing activities:
Proceeds from issuance of common stock to initial stockholder		100


Net cash provided by financing activities		100


Net increase in cash and cash equivalents		100

Cash, beginning of period		—


Cash, end of period	$	100

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREAT AMERICAN GROUP, INC. AND SUBSIDIARY

(a development stage company)

(a wholly-owned subsidiary of Asset Management Acquisition Corp.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Great American Group, Inc. (a development stage company) (the “Company”), was incorporated under the laws of the state of Delaware on May 7, 2009. The Company was formed as a wholly-owned subsidiary of Alternative Asset Management Acquisition Corp. (“AAMAC”), for the purpose of effecting the merger of AAMAC with the Company’s wholly-owned subsidiary, AAMAC Merger Sub, Inc. (“Merger Sub”), and its acquisition of Great American Group, LLC (“GAG, LLC”), a California limited liability company, all as more fully described in Note 2. For the period from May 7, 2009 (Inception) through June 30, 2009, the activities of the Company were limited to its organization, the preparation of a registration statement and other matters related to the merger between AAMAC and Merger Sub and the Company’s acquisition of GAG, LLC. At June 30, 2009, the Company and Merger Sub were each a “shell company” and conducted no business operations and did not own or lease any real estate or other property. The Company has selected December 31 as its fiscal year end.

On July 31, 2009, the members of GAG, LLC (the “Great American Members”) contributed all of their membership interests of GAG, LLC to the Company (the “Contribution”) in exchange for 10,560,000 shares of common stock of the Company and consideration in the form of a subordinated unsecured promissory note (the “Note”) issued in favor of the Great American Members and the phantom equityholders of GAG, LLC (the “Phantom Equityholders”, and together with the Great American Members, the “Contribution Consideration Recipients”). The Note was issued in an aggregate principal amount of $55,616,890 which is $60,000,000 less $4,383,110, the amount of the payments made from AAMAC’s trust account to the Contribution Consideration Recipients in connection with the consummation of the Acquisition in accordance with the Purchase Agreement, as more fully described in Note 2. The Note matures on July 31, 2014 and bears interest at a rate of 12% per annum. Interest on the Note is payable quarterly in arrears on January 31st, April 30th, July 31st, and October 31st of each year, with the first payment due on October 31, 2009. One-fifth of the principal amount of the Note, including any accrued and unpaid interest thereon, will be payable on each anniversary of the date of issuance of the Note through July 31, 2014. On August 28, 2009, the Note was replaced with separate subordinated unsecured promissory notes issued in favor of each of the Contribution Consideration Recipients. The material terms of the individual notes are the same as those of the Note.

Concurrently with the Contribution, AAMAC merged with and into Merger Sub (the “Merger” and, together with the Contribution, the “Acquisition”). As a result of the Acquisition, GAG, LLC and AAMAC became wholly-owned subsidiaries of the Company.

In connection with the Merger, (i) each of the 10,923,313 shares of AAMAC common stock outstanding at the effective time of the Merger were exchanged for 2.0 shares of the Company’s common stock and (ii) each of the 46,025,000 outstanding AAMAC warrants, which were exercisable for one share of AAMAC common stock, were exchanged for a warrant exercisable for one share of the Company’s common stock. The units of AAMAC were separated into the component common stock and warrant, each of which participated in the Acquisition as described in the preceding sentence. Pursuant to that certain letter agreement, dated as of May 14, 2009 (as subsequently amended, the “Letter Agreement”), by and among the Company, AAMAC, GAG, LLC and OHL Limited, STC Investment Holdings LLC, Solar Capital, LLC, Jakal Investments LLC and AAMAC’s former directors and officers (collectively, the “AAMAC Founders”), the AAMAC Founders agreed to cancel 7,850,000 shares of their AAMAC common stock before the consummation of the Acquisition and to cancel 2,500,000 shares of the Company’s common stock that they received in exchange for their AAMAC common stock. The remaining 2,500,000 shares held by the AAMAC Founders are being held in escrow, of which 1,500,000 shares are subject to restrictions on disbursements for a period of one year from the

closing of the Acquisition and the remaining 1,000,000 shares are subject to escrow until GAG, LLC achieves any one of the Adjusted EBITDA targets as discussed below. The 1,000,000 shares, which are subject to voting restrictions while in escrow, will be forfeited and cancelled if GAG, LLC fails to achieve any of the Adjusted EBITDA targets.

The number of shares of common stock of the Company issued and outstanding upon consummation of the Acquisition on July 31, 2009 is summarized as follows:


	Number of Shares
AAMAC Public Shares outstanding prior to the Acquisition	41,400,000
AAMAC Founder shares (1)	2,500,000

Total AAMAC shares outstanding prior to the Acquisition	43,900,000
AAMAC shares converted to a pro rata share portion of AAMAC’s trust account (2)	(11,835,425	)
AAMAC shares purchased pursuant to stock purchase agreements (3)	(21,141,262	)

Total AAMAC shares outstanding immediately prior to the effective time of the Acquisition	10,923,313
Share exchange ratio (2.00 to 1)	2x

Common shares issued in connection with the Acquisition	21,846,626
Common shares issued as purchase consideration to Great American Members	10,560,000
Common shares forfeited by AAMAC Founders in accordance with Letter Agreement	(2,500,000	)

Total common shares outstanding at closing, July 31, 2009	29,906,626

(1)	Reflects the cancellation of 7,850,000 shares held by the AAMAC Founders immediately prior to the consummation of the Acquisition.

(2)	Reflects the 11,835,425 AAMAC shares, representing 28.59% of the shares sold in AAMAC’s initial public offering, that were converted into a pro rata portion of the funds in the AAMAC trust account in connection with the consummation of the Acquisition.

(3)

Prior to AAMAC’s stockholder meeting on July 31, 2009, AAMAC entered into stock purchase agreements with several third parties pursuant to which AAMAC agreed to purchase such parties’ AAMAC shares in connection with the Acquisition and such parties agreed to give AAMAC’s management proxies to vote their AAMAC shares in favor of the Acquisition.

The Acquisition also provides for the issuance of (i) 1,440,000 shares of common stock of the Company to the Phantom Equityholders subject to vesting requirements set forth in the Purchase Agreement and (ii) 6,000,000 additional shares of common stock of the Company to the Contribution Consideration Recipients (the “Contingent Stock Consideration”) upon GAG, LLC’s achievement of the Adjusted EBITDA targets as more fully described in Note 2.

As a result of the Acquisition, the former shareholders of AAMAC have an approximate 63% voting interest in the Company and the Great American Members have an approximate 37% voting interest in the Company as of July 31, 2009. The Acquisition will be accounted for as a reverse merger accompanied by a recapitalization of the Company. Under this accounting method, GAG, LLC is considered the acquirer for accounting purposes because it has obtained effective control of the Company and AAMAC as a result of the Acquisition. This determination was primarily based on the following facts: the Great American Members’ retention of a significant minority voting interest in the Company; the Great American Members’ appointment of a majority of the Company’s initial board of directors; GAG, LLC’s operations comprising the ongoing operations of the Company; and GAG, LLC’s senior management service as the senior management of the Company. Under this method of accounting, the recognition and measurement provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141R, “ Business Combinations” (“SFAS 141R”) do not apply and therefore, the Company will not recognize any goodwill or other intangible assets based upon fair value or related amortization expense associated with amortizable intangible assets. Instead, the share exchange transaction utilizes the capital structure of the Company with AAMAC surviving as a subsidiary and the assets and liabilities of GAG, LLC are recorded at historical cost.

Because the Acquisition was not consummated on or before June 30, 2009, the accompanying condensed consolidated financial statements and notes reflect only the financial results of Great American Group, Inc. and its subsidiary, unless otherwise indicated.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2009, and the selected condensed consolidated statements of operations, cash flows and changes in stockholders’ deficiency from May 7, 2009 (Inception) through June 30, 2009 are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on the same basis as the audited financial statements as of and for the period from May 7, 2009 (Inception) through May 22, 2009 included in the Company’s Registration Statement on Form S-4 that was declared effective by the Securities and Exchange Commission (“SEC”) on July 17, 2009 and, in the opinion of the Company’s management, reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2009 and the results of its operations and cash flows for the period from May 7, 2009 (Inception) through June 30, 2009. The financial data and other information disclosed in the notes to the condensed consolidated financial statements are also unaudited. The results for the period from May 7, 2009 (Inception) through June 30, 2009 are not necessarily indicative of the results to be expected for the year ending December 31, 2009 or for any other interim period or for any future year.

Management of the Company has evaluated the effects of all subsequent events through August 31, 2009 to determine if events or transactions occurring through August 31, 2009 require potential adjustment or disclosure in the unaudited condensed consolidated financial statements.

Fair Value of Financial Instruments

The carrying value of cash and accrued expenses approximate fair value due to their short-term maturity.

Net Loss Per Share

The Company follows the provisions of SFAS No. 128, “Earnings Per Share ” (“SFAS 128”). In accordance with SFAS 128, earnings (loss) per common share amounts (“Basic EPS”) is computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings (loss) per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. SFAS 128 requires the presentation of both Basic EPS and Diluted EPS on the face of the Statement of Operations. The Company does not have any potentially dilutive instruments outstanding.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of Great American Group, Inc. (a development stage company) and its wholly-owned subsidiary, AAMAC Merger Sub, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Organization Costs

Organization costs of $5,000 consist of legal and incorporation fees, incurred through the balance sheet date that are related to the formation of the corporation and its wholly-owned subsidiary, and were expensed as incurred.

Income Taxes

On May 7, 2009, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company has identified its federal tax return and its state and city tax returns in New York as “major” tax jurisdictions, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on May 7, 2009, the evaluation was performed for its anticipated filing for the 2009 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. No liability for unrecognized tax benefits was required to be reported at June 30, 2009.

The Company’s policy regarding recording interest and penalties associated with audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from May 7, 2009 (Inception) through June 30, 2009. Management does not expect the Company’s unrecognized tax benefit position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combination (“SFAS 141R”). SFAS 141R changes accounting for acquisitions that close beginning in 2009 in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, in-process research & development and restructuring costs. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard. SFAS 141R promotes greater use of fair values in financial reporting. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. Some of the changes will introduce more volatility into earnings. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS 141R did not have a material impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 require disclosures about fair value of financial instruments in interim and annual financial statements. FSP FAS 107-1 and APB 28-1 are effective for periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 141R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141R-1”). FSP FAS 141R-1 amends SFAS No. 141R regarding the initial recognition and measurement of contingencies acquired or assumed in a business combination. FSP FAS 141R-1 requires recognition at fair value of such contingencies if the acquisition-date fair value can be determined during the measurement period. FSP FAS 141R-1 became effective for us for contingent assets and liabilities arising from business combinations with acquisition dates on or after January 1, 2009. The adoption of FSP FAS 141R-1 did not have a material impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position No. 157-4 (“FSP FAS 157-4”), which provides additional guidance in accordance with FASB No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability has significantly decreased. FSP FAS 157-4 shall be effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this staff position did not have a material impact on the Company’s condensed consolidated financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires disclosure of the date through which subsequent events have been evaluated and whether that date represents the date the financial statements were issued or were available to be issued. The Company adopted SFAS No. 165 for the quarter ended June 30, 2009. The adoption of SFAS No. 165 did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”). SFAS No. 167 amends FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”) to replace a quantitative analysis with a qualitative analysis of interests in variable interest entities for the purpose of determining the primary beneficiary of a variable interest entity. SFAS No. 167 also requires companies to more frequently assess whether they must consolidate a variable interest entity. The provisions of SFAS No. 167 will be effective for the Company on January 1, 2010. The Company is currently evaluating the impact of SFAS No. 167 on its consolidated financial statements, however, the Company’s management does not expect the adoption of this standard will have a material impact on the Company’s condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS No. 168”). SFAS No. 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”) and establishes The FASB Accounting Standards Codification as the source of authoritative GAAP recognized by the FASB. SFAS No. 168 will be effective for the Company’s quarter ending September 30, 2009. SFAS No. 168 does not change GAAP and the Company’s adoption of SFAS No. 168 will not have a material impact on our condensed consolidated financial statements.

NOTE 2—ACQUISITION

On May 14, 2009, the Company entered into an Agreement and Plan of Reorganization, which was subsequently amended by Amendment No. 1 to Agreement and Plan of Reorganization dated as of May 29, 2009, Amendment No. 2 to Agreement and Plan of Reorganization dated as of July 8, 2009, and Amendment No. 3 to Agreement and Plan of Reorganization dated as of July 29, 2009 (as amended, the “Purchase Agreement”), with AAMAC, Merger Sub, the Great American Members and the representative of Great American Members. Pursuant to the terms of the Purchase Agreement, the Acquisition was consummated on July 31, 2009 and the Great American Members contributed all of their membership interests of GAG, LLC to the Company in exchange for 10,560,000 shares of common stock of the Company and consideration in the form of the Note. Concurrently with the Contribution, AAMAC merged with and into Merger Sub and GAG, LLC and AAMAC became wholly-owned subsidiaries of the Company.

In connection with the Merger, (i) each of the 10,923,313 shares of AAMAC common stock which were outstanding immediately prior to the effective time of the Acquisition were exchanged for 2.0 shares of the Company’s common stock and (ii) each of the 46,025,000 outstanding AAMAC warrants, which were exercisable for one share of AAMAC common stock, were exchanged for a warrant exercisable for one share of the Company’s common stock. The units of AAMAC were separated into the component common stock and warrant, each of which participated in the Acquisition as described in the preceding sentence. Pursuant to the Letter Agreement, the AAMAC Founders agreed to cancel 7,850,000 shares of their 10,350,000 shares of AAMAC common stock before the consummation of the Acquisition and to cancel 2,500,000 shares of the Company’s common stock that they received in exchange for their AAMAC common stock. In accordance with the Letter Agreement, of the 2,500,000 shares of the Company’s common stock the AAMAC Founders received in exchange for their AAMAC shares, 1,500,000 of such shares are being held in escrow and subject to restrictions on disbursements for a period of one year from the closing of the Acquisition and the remaining 1,000,000 of such shares will continue to be held in escrow until GAG, LLC’s achievement of any one of the Adjusted EBITDA targets discussed below. The 1,000,000 shares, which are subject to voting restrictions while in escrow, will be forfeited and cancelled if GAG, LLC fails to achieve any of the Adjusted EBITDA targets discussed below.

The Purchase Agreement provides for the issuance of 1,440,000 shares of common stock of the Company to the Phantom Equityholders pursuant to vesting provisions as follows: 50% vesting in six months, 25% vesting in twelve months and the remaining 25% vesting in eighteen months from the closing date of the Acquisition.

The Purchase Agreement also provides for the issuance of 6,000,000 additional shares of common stock (the “Contingent Stock Consideration”) to the Contribution Consideration Recipients as follows: (a) in the event GAG, LLC achieves any one of (i) $45,000,000 in Adjusted EBITDA (as defined in the Purchase Agreement) for the 12 months ending December 31, 2009, (ii) $47,500,000 in Adjusted EBITDA for the 12 months ending March 31, 2010, or (iii) $50,000,000 in Adjusted EBITDA for the 12 months ending June 30, 2010, the Company will be obligated to issue to the Contribution Consideration Recipients 2,000,000 shares of the Contingent Stock Consideration; (b) in the event GAG, LLC achieves $55,000,000 in Adjusted EBITDA (as defined in the Purchase Agreement) for the fiscal year ending December 31, 2010, then the Company will be obligated to issue to the Contribution Consideration Recipients 2,000,000 shares of the Contingent Stock Consideration; and (c) in the event GAG, LLC achieves $65,000,000 in Adjusted EBITDA (as defined in the Purchase Agreement) for the fiscal year ending December 31, 2011, then the Company will be obligated to issue to the Contribution Consideration Recipients 2,000,000 shares of the Contingent Stock Consideration; provided, however, that if the Company does not achieve the December 31, 2010 Adjusted EBITDA target but does achieve the December 31, 2011 Adjusted EBITDA target, then the Company will be obligated to issue to the Contribution Consideration Recipients 4,000,000 shares of the Contingent Stock Consideration. The Company’s issuance of Contingent Stock Consideration will be in accordance with the vesting schedule described below and in accordance with the Purchase Agreement.

The Contingent Stock Consideration will be issued to each of the Contribution Consideration Recipients to the extent earned and with respect to the applicable target period, in three equal installments, beginning on the first anniversary of the closing of the Acquisition and issuable on each anniversary of the closing of the Acquisition thereafter in accordance with the Purchase Agreement.

The Great American Members received from GAG, LLC, promptly following the closing date of the Acquisition, distributions of the unrestricted cash and cash equivalents held by GAG, LLC (after giving effect to the repayment of certain debt obligations of GAG, LLC in an outstanding principal amount of $2,985,000) of approximately $18,815,000. The Purchase Agreement also provided for an additional cash distribution to the Great American Members in an amount by which the final adjusted working capital of GAG, LLC, as defined therein, was greater than $6,000,000 at the closing of the Acquisition. If the final adjusted working capital of GAG, LLC was less than $6,000,000, the Company is entitled to receive, solely in the form of shares held in escrow as described below (which shares for purposes of this calculation are deemed valued at $9.84 per share), an amount equal to such working capital shortfall as described below.

In connection with the consummation of the Acquisition, the Company entered into that certain Escrow Agreement, dated as of July 31, 2009 (the “Escrow Agreement”), with GAG, LLC, the Great American Members and an escrow agent to provide a fund for, among other things, breaches of representations and warranties of GAG, LLC to AAMAC, to offset against any working capital shortfall in accordance with the Purchase Agreement, and to offset against any inventory amount shortfall (collectively the “Escrow Claims”). Pursuant to the Escrow Agreement, the Contribution Consideration Recipients placed in escrow an aggregate of 1,500,000 shares of the Company’s common stock (the “Escrowed Indemnification Stock”).

The first 600,000 shares of the Escrowed Indemnification Stock will be released from escrow on the day that is the 30th day after the date the Company files its annual report on Form 10-K for the year ending December 31, 2009 with the SEC (the “First Escrow Release Date”), less that portion of the shares applied in satisfaction of, or reserved with respect to, the Escrow Claims, if any. The remaining Escrowed Indemnification Stock shall be released on the day that is the 30th day after the date the Company files its annual report on Form 10-K for the year ended December 31, 2010 with the SEC (the “Final Escrow Release Date”), less that portion of the shares applied in satisfaction of, or reserved with respect to, Escrow Claims. In the event there are any Escrow Claims properly and timely delivered pursuant to the Purchase Agreement that remain unresolved at the time of the First Escrow Release Date or the Final Escrow Release Date, a portion of the Escrowed Indemnification Stock will remain in escrow until such claims are resolved, at which time the remaining Escrowed Indemnification Stock shall be promptly returned to the Contribution Consideration Recipients.

In connection with the consummation of the Acquisition, AAMAC entered into Amendment No. 1 to the Amended and Restated Warrant Agreement with a transfer agent (the “Warrant Agreement”) to amend the terms of the Warrant Agreement governing the AAMAC warrants exercisable for shares of AAMAC common stock in order to (i) require the redemption of all of the outstanding warrants, including those held by the former AAMAC sponsors, at a price of $0.50 per warrant at any time on or prior to the 90th day following the Acquisition (the “Warrant Redemption”), (ii) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91st day following the consummation of the Acquisition and (iii) preclude any adjustment of the warrants as a result of the Acquisition ((i), (ii), and (iii) collectively, the “Warrant Amendment”). The Warrant Agreement and the Warrant Amendment govern the 46,025,000 outstanding warrants of the Company issued in exchange for AAMAC warrants in connection with the Acquisition. $23,012,500 of the funds received from AAMAC in connection with the Acquisition was deposited in a separate account with the transfer agent pending conduct of the Warrant Redemption.

On July 31, 2009, $407,785,575 was held in AAMAC’s trust account. Upon consummation of the Acquisition, the funds were disbursed as follows: $116,577,671 to stockholders who voted against the transaction and elected to convert their shares to a pro rata portion of the AAMAC trust account (approximately $9.85 per share) and $208,834,228 to the third parties who entered into stock purchase agreements with AAMAC pursuant to which AAMAC agreed to purchase such parties’ AAMAC shares in connection with the Acquisition and such third parties agreed to give AAMAC’s management proxies to vote such shares in favor of the Acquisition. The remaining $82,373,676 from AAMAC’s trust account and $451,031 of operating funds held by AAMAC (totaling $82,824,707) were received by the Company upon consummation of the Acquisition. Of this amount, $10,476,332 was used to pay expenses and certain investment banking fees associated with the transaction and $4,383,110 was distributed to the Contribution Consideration Recipients as a closing payment (which reduced the principal amount of the Note from $60,000,000 to $55,616,890), and $23,012,500 was deposited in a separate account with the transfer agent pending conduct of the Warrant Redemption, resulting in net proceeds to the Company of $44,952,765. The net proceeds received by the Company are expected to be used for general working capital purposes of the Company and GAG, LLC.

Pro Forma Balance Sheet for the Acquisition

The following table presents the unaudited pro forma condensed balance sheet information of the Company as of June 30, 2009. The unaudited pro forma balance sheet information as of June 30, 2009 gives effect to the Acquisition being accounted for as a reverse merger accompanied by a recapitalization of the Company as though the Acquisition had occurred on June 30, 2009. The condensed pro forma balance sheet is presented for informational purposes only and is not intended to present what the Company’s financial position would have been had the Acquisition occurred on June 30, 2009 and it is not intended to project the Company’s financial position as of any future date. The unaudited pro forma condensed balance sheet information gives effect to (1) the net proceeds the Company received from AAMAC’s trust account and operating funds after the payment of expenses and fees associated with the transaction; (2) cash disbursed to the Great American Members for estimated working capital of GAG, LLC in excess of $6.0 million; (3) the closing payment and increase in long-term debt to the Contribution Consideration Recipients related to the Note; (4) the deposit of funds in a separate account with the transfer agent pending conduct of the Warrant Redemption; (5) the elimination of the liability for accrued compensation plans to the Contribution Consideration Recipients; (6) the recognition of the Warrant Redemption liability; (7) recognition of deferred income taxes; (8) the impact on equity as a result of the aforementioned items.


	Pro forma June 30, 2009
Cash	$	44,811
Restricted cash		30,240
Total current assets		101,083
Total assets	$	108,990

Warrant redemption liability	$	23,013
Current portion of long-term debt		12,405
Total current liabilities		56,118
Long-term debt and note payable to Great American Members and Phantom Equityholders		55,768
Total liabilities		112,450
Total stockholders deficit		(3,460	)
Total liabilities and stockholders deficit	$	108,990

Pro forma Results for the Acquisition

The following table presents the unaudited pro forma results for the three and six months ended June 30, 2009 and 2008. The unaudited pro forma financial information for the three and six months ended June 30, 2009 and 2008 combines the results of operations of the Company and GAG, LLC as if the Acquisition had occurred on January 1, 2009 and January 1, 2008, respectively. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had occurred on the dates indicated. The unaudited pro forma results presented include the effects of (1) adjustments to stock-based compensation expense for the issuance of shares to the Phantom Equityholders; (2) eliminating historical compensation charges for GAG, LLC’s deferred compensation plan; (3) incremental compensation expenses for employment agreements executed in connection with the Acquisition; (4) adjustments for interest expense for the note payable issued to the Contribution Consideration Recipients; and (5) related tax effects.


	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009		2008
Total revenues	$	15,040		$	16,048		$	56,928	$	28,469
Net income (loss)	$	(882	)	$	(1,743	)	$	10,315	$	(3,859	)
Basic and diluted net income (loss) per share	$	(0.03	)	$	(0.06	)	$	0.34	$	(0.13	)
Basic and diluted weighted average shares		29,906			29,906			29,906		29,906

NOTE 3—PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. There are no shares of preferred stock outstanding.

NOTE 4—COMMON STOCK

The Company is authorized to issue 135,000,000 shares of common stock. On May 7, 2009, the Company issued 100 shares of common stock to AAMAC, its initial stockholder, for $100 in cash, at a purchase price of $1.00 per share. As more fully discussed in Note 1, as of the closing date of the Acquisition on July 31, 2009, the Company had 29,906,626 shares of common stock outstanding.

NOTE 5—SUBSEQUENT EVENTS

On July 8, 2009, the Purchase Agreement was amended to provide for a reduction in the purchase price and to increase the exchange offer whereby the Company will exchange 1.23 shares of common stock for each share of AAMAC common stock upon closing the Acquisition. The purchase price was reduced to 12,000,000 in shares of stock, $60,000,000 in cash, payable at closing, and contingent consideration of up to 6,000,000 shares and $10,000,000 in cash. On July 28, 2009, the Purchase Agreement was further amended to provide for a reduction in the purchase price to the issuance of the Note in lieu of cash at closing, to eliminate the contingent cash payment, and to increase the exchange offer whereby the Company would issue 2.00 shares of common stock in exchange for each share of AAMAC common stock upon closing the Acquisition. The Acquisition was consummated on July 31, 2009 as more fully described in Note 2.

Employment Agreements

In connection with the consummation of the Acquisition, the Company entered into separate employment agreements with four of its executive officers, the Chief Executive Officer, the Vice Chairman and President, the Chief Financial Officer, and the Executive Vice President of Retail Services (the “Employment Agreements”). The Employment Agreements have no defined length of employment. Either party to each Employment Agreement may terminate the employment relationship at any time, subject to possible severance payments as set forth below. Each Employment Agreement provides for a base salary and annual bonuses set by the Compensation Committee of the Board of Directors of the Company, an annual increase in base salaries of no less than five percent and a monthly automobile allowance. Each of the Employment Agreements provides for the payment of severance ranging from 12 to 24 months following the date of termination, as defined therein.

Amendment to Wells Fargo Credit Agreement

On August 27, 2009, the Company entered into the First Amendment to Credit Agreement (the “Credit Agreement Amendment”) with Wells Fargo Retail Finance, LLC (“Wells Fargo”), which amended the terms of the credit agreement to reflect the Company’s ownership of GAG, LLC and, indirectly, its ownership of Great American Group WF, LLC, the borrower under the credit agreement, after the consummation of the Acquisition. In connection with the execution of the Credit Agreement Amendment, the Company also entered into a First Amended and Restated Limited Guaranty in favor of Wells Fargo which, among other things, revised the definition of “Guarantor” to include the Company.

Director Compensation

On August 25, 2009, each non-employee director was awarded 8,113 restricted share units in connection with his initial grant of $40,000 and 10,142 restricted share units in connection with his annual grant of $50,000. Such restricted share units are subject to a one-year vesting period that commenced on July 31, 2009. In addition, each non-employee director will receive annual fees of $40,000, payable in equal quarterly installments. The chairpersons of the Audit Committee, the Compensation Committee and the Corporate Governance Committee will receive annual fees of $12,000, $8,000 and $4,000, respectively.

Great American Group, Inc. Amended and Restated 2009 Stock Incentive Plan

In connection with the consummation of the Acquisition, the Company assumed the AAMAC 2009 Stock Incentive Plan which was adopted by the AAMAC stockholders on July 31, 2009 (as assumed, the “Incentive Plan”). In accordance with Section 13(a) of the Incentive Plan, in connection with the Company’s assumption of the Incentive Plan, the Board of Directors adjusted the maximum number of shares that may be delivered under the Incentive Plan to 15,644,000 to account for the two-for-one exchange ratio of Company common stock for AAMAC common stock in the Acquisition. On August 19, 2009, the Board of Directors approved the amendment and restatement of the Incentive Plan which adjusted the number of shares of the Company reserved for issuance thereunder to 7,822,000.

Other Stock Awards

On August 19, 2009, the Board of Directors approved the issuance of an aggregate of 115,852 shares of restricted stock to three investment banks that provided investment banking services to GAG, LLC, AAMAC and the Company in satisfaction of payment for a portion of fees incurred in connection with the Acquisition.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Except as otherwise required by the context, references in this Quarterly Report to:

•

“Great American,” “the “Company,” “our company,” “we,” “us” or “our” refer to the combined business of Great American Group, Inc. and all of its subsidiaries after giving effect to (i) the contribution to Great American Group, Inc. of all of the membership interests of Great American Group, LLC by the members of Great American, which transaction is referred to herein as the Contribution, and (ii) the merger of Alternative Asset Management Acquisition Corp. with and into its wholly-owned subsidiary, AAMAC Merger Sub, Inc., in each case, which occurred on July 31, 2009, referred to herein as the “Merger”. The Contribution and Merger are referred to herein collectively as the “Acquisition”;

•

“GAG, Inc. ““ refers to Great American Group, Inc. and its wholly-owned subsidiary, AAMAC Merger Sub, Inc., without regard to the acquisition of Great American Group, LLC which was consummated on July 31, 2009;

•

“GAG, LLC” refers to Great American Group, LLC prior to the Acquisition;

•

“the Great American Members” refers to the members of Great American Group, LLC prior to the Acquisition;

•

“Phantom Equityholders” refers to the phantom equityholders of Great American Group, LLC prior to the Acquisition; and

•

“AAMAC” refers to Alternative Asset Management Acquisition Corp. prior to the Acquisition.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements in this Quarterly Report are known as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements may relate to, among other things:

•

the benefits of the Acquisition;

•

our future financial performance following the Acquisition;

•

our revenues and results of operations fluctuate due the variability in the mix of revenues from the auction and liquidation solutions business;

•

our dependence on financial institutions as primary clients for our valuation and appraisal services business;

•

the impact on our business by changing economic and market conditions;

•

the liability we may face or the harm to our reputation resulting from claims of inaccurate appraisal or valuation;

•

our ability to effectively compete or gain market share from our competitors;

•

our ability to attract and retain qualified personnel;

•

the international expansion of our services;

•

our ability to incur additional indebtedness; and

•

our ability to meet current obligations under our credit facilities.

These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this Quarterly Report that are not historical facts. When used in this Quarterly Report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar

expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed in “Part II—Item 1A. Risk Factors” contained in this Quarterly Report. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date on which this Quarterly Report was filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent periodic reports filed with the SEC on Forms 10-K, 10-Q and 8-K and Schedule 14A.

The Acquisition

On July 31, 2009, GAG, Inc., GAG, LLC and AAMAC completed the Acquisition pursuant to the Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment No. 1 to Agreement and Plan of Reorganization, dated as of May 29, 2009, Amendment No. 2 to Agreement and Plan of Reorganization, dated as of July 8, 2009, and Amendment No. 3 to Agreement and Plan of Reorganization, dated as of July 28, 2009 (as amended, the “Purchase Agreement”), by and among AAMAC, GAG, Inc., then a wholly-owned subsidiary of AAMAC, Merger Sub, then a wholly-owned subsidiary of GAG, Inc., GAG, LLC, the Great American Members and the representative of the Great American Members. Pursuant to the Purchase Agreement, the Great American Members contributed all of their membership interests of GAG, LLC to GAG, Inc. and concurrently therewith, AAMAC merged with and into Merger Sub. As a result of the Acquisition, GAG, LLC and AAMAC became subsidiaries of GAG, Inc.

Pursuant to the terms of the Purchase Agreement, at the effective time of the Acquisition, (i) each outstanding share of AAMAC common stock, par value $.0001 per share, was exchanged for two shares of common stock, par value $.0001 per share, of GAG, Inc.; (ii) each outstanding warrant to purchase AAMAC common stock was exchanged for a warrant to purchase GAG, Inc. common stock; and (iii) each outstanding unit of AAMAC was separated into one share of AAMAC common stock and a warrant to purchase one share of AAMAC common stock, both of which were exchanged pursuant to clauses (i) and (ii) above, respectively.

As a result of the Acquisition, the former shareholders of AAMAC have an approximate 63% voting interest in Great American and the Great American Members have an approximate 37% voting interest in Great American as of July 31, 2009. The Acquisition will be accounted for as a reverse merger accompanied by a recapitalization of Great American. Under this accounting method, Great American is considered the acquirer for accounting purposes because it has obtained effective control of AAMAC as a result of the Acquisition. This determination was primarily based on the following factors: the Great American Members’ retention of a significant minority voting interest in the Company; the Great American Members’ appointment of a majority of the Company’s initial board of directors; Great American’s operations comprising the ongoing operations of the Company; and Great American’s senior management service as the senior management of the Company. Under this method of accounting, the recognition and measurement provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141R, “ Business Combinations” (“SFAS 141R”) do not apply and therefore, the Company will not recognize any goodwill or other intangible assets based upon fair value or related amortization expense associated with amortizable intangible assets. Instead, the share exchange transaction utilizes the capital structure of AAMAC and the assets and liabilities of Great American are recorded at historical cost.

In connection with the consummation of the Acquisition, AAMAC entered into Amendment No. 1 to the Amended and Restated Warrant Agreement with a transfer agent (the “Warrant Agreement”) to amend the terms of the Warrant Agreement governing the AAMAC warrants exercisable for shares of AAMAC common stock in order to (i) require the redemption of all of the outstanding warrants, including those held by the former AAMAC sponsors, at a price of $0.50 per warrant at any time on or prior to the 90th day following the Acquisition (the “Warrant Redemption”), (ii) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91st day following the consummation of the Acquisition and (iii) preclude any adjustment of the warrants as a result of the Acquisition (the “Warrant Amendment”). The Warrant Agreement and the Warrant Amendment govern the 46,025,000 outstanding warrants of the Company issued in exchange for AAMAC warrants in connection with the Acquisition. $23,012,500 of the funds received by GAG, Inc. from AAMAC in connection with the Acquisition was deposited in a separate account with the transfer agent pending conduct of the Warrant Redemption.

Because the Acquisition was not consummated on or before June 30, 2009, in accordance with the applicable Federal securities regulations, the following discussion (other than the section entitled “Overview”) and the financial statements included elsewhere in this Quarterly Report reflect only the financial results of GAG, Inc. The section below entitled “Overview” provides a discussion of the combined business previously conducted by GAG, LLC. The following discussion includes certain forward-looking statements. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Part II —Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report.

Overview

GAG, Inc. was incorporated under the laws of the state of Delaware on May 7, 2009. GAG, Inc. was formed as a wholly-owned subsidiary of AAMAC. Since its inception in May 2009 and until the completion of the Acquisition on July 31, 2009, GAG, Inc.’s activities were limited to its organization, the preparation and filing with the Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4, and other matters related to the Acquisition. Throughout the fiscal quarter ended June 30, 2009, GAG, Inc. was a “shell company” conducting no business operations or owning or leasing any real estate or other property. Accordingly, GAG, Inc.’s only assets prior to the Acquisition arose from the issuance of 100 shares of its common stock to AAMAC, GAG, Inc.’s sole stockholder prior to the Acquisition, upon its inception. For additional information on the Acquisition, see Note 2 and Note 5 to GAG, Inc.’s condensed consolidated financial statements included elsewhere in this Quarterly Report.

As a result of our acquisition of GAG, LLC on July 31, 2009, we are now a leading provider of asset disposition and valuation and appraisal services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional service firms. We operate our business in two segments: auction and liquidation solutions and valuation and appraisal services. Our auction and liquidation divisions seek to assist clients in maximizing return and recovery rates through the efficient disposition of assets. Such assets include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property and real property. Our valuation and appraisal services division provides our clients with independent appraisals in connection with asset-based loans, acquisitions, divestitures and other business needs. These services are provided to a wide range of retail, wholesale and industrial companies, as well as lenders, capital providers, private equity investors and professional service firms throughout the United States and Canada.

Our significant industry experience, network of highly skilled employees and independent contractors allow us to tailor our auction and liquidation solutions to the specific needs of a multitude of clients, logistical challenges and distressed circumstances. We have established appraisal and valuation methodologies and practices in a broad array of asset categories which have made us a recognized industry leader. Furthermore, our scale and pool of resources allow us to offer our services on a nationwide basis.

Together with our predecessors, we have been in business since 1973. For over 35 years, we and our predecessors have provided retail, wholesale and industrial auction and liquidation solutions to clients. Past clients include Boeing, Apple Computers, Circuit City, Friedman’s Jewelers, Hechinger, Mervyns, Tower Records, Eaton’s, Hancock Fabrics, Movie Gallery, Linens N Things, Kmart, Sears, Montgomery Ward, Whitehall Jewelers, Gottschalks, Fortunoff, and Ritz Camera. Since 1995, we have participated in liquidations involving over $23 billion in aggregate asset value and auctioned assets with an estimated aggregate value of over $6 billion.

Our valuation and appraisal services division provides valuation and appraisal services to financial institutions, lenders, private equity investors and other providers of capital. These services primarily include the valuation of assets (i) for purposes of determining and monitoring the value of collateral securing financial transactions and loan arrangements and (ii) in connection with potential business combinations. Our clients include major financial institutions such as Bank of America, Credit Suisse, GE Capital, JPMorgan Chase, Union Bank of California, and Wells Fargo. Our clients also include private equity firms such as Apollo Management, Goldman Sachs Capital Partners, Laurus Funds, Sun Capital Partners and UBS Capital.

Results of Operations

For the period from May 7, 2009 (Inception) through June 30, 2009, GAG, Inc. had a net loss of $5,000. GAG, Inc. did not generate any revenues during this period as it was formed as a wholly-owned subsidiary of AAMAC for the purpose of effecting the Merger and capital stock exchange with AAMAC and its acquisition of GAG, LLC, a California limited liability company, as more fully described in Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. GAG, Inc.’s expenses of $5,000 for the period from May 7, 2009 (Inception) through June 30, 2009 consisted of organization costs for legal and incorporation fees related to the formation of the corporation and its wholly-owned subsidiary. GAG, Inc. and its wholly-owned subsidiary were “shell companies” and conducted no business operations and did not own or lease any real estate or other property.

On July 31, 2009, the Company consummated the Acquisition, whereby the Great American Members contributed all of their membership interests of Great American to the Company in exchange for 10,560,000 shares of common stock of the Company and consideration in the form of a subordinated unsecured promissory note (the “Note”) in favor of the Contribution Consideration Recipients. The Note was issued in an aggregate principal amount of $55,616,890 which is $60,000,000 less $4,383,110, the amount of the payments made from AAMAC’s trust account to the Contribution Consideration Recipients in connection with the consummation of the Acquisition in accordance with the Purchase Agreement, as described in Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. On August 28, 2009, the Note was replaced with separate subordinated unsecured promissory notes issued to each of the Contribution Consideration Recipients. The material terms of the individual notes are the same as those of the Note.

In connection with the Merger, (i) each of the 10,923,313 shares of AAMAC common stock outstanding immediately prior to the effective time of the Merger were exchanged for 2.0 shares of the Company’s common stock and (ii) each of the 46,025,000 outstanding AAMAC warrants, which were exercisable for one share of AAMAC common stock, were exchanged for a warrant exercisable for one share of the Company’s common stock. The units of AAMAC were separated into the component common stock and warrant, each of which participated in the Acquisition as discussed in the preceding sentence. Pursuant to that certain letter agreement, dated as of May 14, 2009 (as subsequently amended, the “Letter Agreement”), by and among GAG, Inc., AAMAC, GAG, LLC and OHL Limited, STC Investment Holdings LLC, Solar Capital, LLC, Jakal Investments LLC and AAMAC’s former directors and officers (collectively, the “AAMAC Founders”), the AAMAC Founders agreed to cancel 7,850,000 shares of their 10,350,000 shares of AAMAC common stock before the consummation of the Acquisition and to cancel 2,500,000 shares of the Company’s common stock that they received in exchange for their AAMAC common stock.

The number of shares of common stock of the Company issued and outstanding upon closing the transaction on July 31, 2009 is summarized as follows:


	Number of Shares
AAMAC Public Shares oustanding prior to the Acquisition	41,400,000
AAMAC Founder shares (1)	2,500,000

Total AAMAC shares oustanding prior to the Acquisition	43,900,000
AAMAC shares converted to a pro rata share portion of AAMAC’s trust account (2)	(11,835,425	)
AAMAC shares purchased pursuant to stock purchase agreements (3)	(21,141,262	)

Total AAMAC shares outstanding immediately prior to the effective time of the Acquisition	10,923,313
Share exchange ratio (2.00 to 1)	2x

Common shares issued in connection with the Acquisition	21,846,626
Common shares issued as purchase consideration to Great American Members	10,560,000
Common shares forfeited by AAMAC Founders in accordance with Letter Agreement	(2,500,000	)

Total common shares outstanding at closing, July 31, 2009	29,906,626

(1)

Reflects the cancellation of 7,850,000 shares held by the AAMAC Founders immediately prior to the consummation of the Acquisition.

(2)

Reflects the 11,835,425 AAMAC shares, representing 28.59% of the shares sold in AAMAC’s initial public offering, that were converted into a pro rata portion of the funds in the AAMAC trust account in connection with the consummation of the Acquisition.

(3)

The Purchase Agreement provides for the issuance of 1,440,000 shares of common stock of the Company to the Phantom Equityholders subject to certain vesting requirements set forth in the Purchase Agreement. The Purchase Agreement also provides for the issuance of 6,000,000 additional shares of shares of common stock of the Company to the Contribution Consideration Recipients (the “Contingent Stock Consideration”) upon Great American’s achievement of the Adjusted EBITDA targets described in the Purchase Agreement.

On July 31, 2009, $407,785,575 was held in AAMAC’s trust account. Upon consummation of the Acquisition, the funds were disbursed as follows: $116,577,671 to stockholders who voted against the transaction and elected to convert their shares into a pro rata portion of the AAMAC trust account (approximately $9.85 per share) and $208,834,228 to the third parties who entered into stock purchase agreements with AAMAC pursuant to which AAMAC agreed to purchase such parties’ AAMAC shares in connection with the Acquisition and such third parties agreed to give AAMAC’s management proxies to vote their AAMAC shares in favor of the Acquisition. The remaining $82,373,676 from AAMAC’s trust account and $451,031 of operating funds held by AAMAC (totaling $82,824,707) were received by GAG, Inc. upon consummation of the Acquisition. Of this amount, $10,476,332 was used to pay expenses and certain investment banking fees associated with the transaction and $4,383,110 was distributed to the Contribution Consideration Recipients as a closing payment (which reduced the principal amount of the Note from $60,000,000 to $55,616,890), and $23,012,500 was deposited in a separate account with the transfer agent pending conduct of the Warrant Redemption, resulting in net proceeds to GAG, Inc. of $44,952,765. The net proceeds received by GAG, Inc. are expected to be used for general working capital purposes of the Company.

Critical Accounting Policies

GAG, Inc.’s financial statements and the notes to its financial statements contain information that is pertinent to management’s discussion and analysis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results may vary from these estimates and assumptions under different and/or future circumstances. Management considers an accounting estimate to be critical if:

•

it requires assumptions to be made that were uncertain at the time the estimate was made; and

•

changes in the estimate, or the use of different estimating methods that could have been selected, could have a material impact on the Company’s results of operations or financial condition.

The following critical accounting policies have been identified that affect the more significant judgments and estimates used in the preparation of the financial statements. Management believes that the following are some of the more critical judgment areas in the application of the Company’s accounting policies that affect its financial condition and results of operations. Management has discussed the application of these critical accounting policies with the Audit Committee. The following critical accounting policies are not intended to be a comprehensive list of all of the Company’s accounting policies or estimates.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Standards

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combination (“SFAS 141R”). SFAS 141R changes accounting for acquisitions that close beginning in 2009 in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, in-process research & development and restructuring costs. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard. SFAS 141R promotes greater use of fair values in financial reporting. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. Some of the changes will introduce more volatility into earnings. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS 141R did not have a material impact on GAG, Inc.’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 requires disclosures about fair value of financial instruments in interim and annual financial statements. FSP FAS 107-1 and APB 28-1 is effective for periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption did not have a material impact on GAG, Inc.’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 141R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141R-1”). FSP FAS 141R-1 amends SFAS No. 141R regarding the initial recognition and measurement of contingencies acquired or assumed in a business combination. FSP FAS 141R-1 requires recognition at fair value of such contingencies if the acquisition-date fair value can be determined during the measurement period. FSP FAS 141R-1 became effective for us for contingent assets and liabilities arising from business combinations with acquisition dates on or after January 1, 2009. The adoption of FSP FAS 141R-1 did not have a material impact on GAG, Inc.’s condensed consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position No. 157-4 (“FSP FAS 157-4”), which provides additional guidance in accordance with FASB No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability has significantly decreased. FSP FAS 157-4 shall be effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this staff position did not have a material impact on GAG, Inc.’s condensed consolidated financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires disclosure of the date through which subsequent events have been evaluated and whether that date represents the date the financial statements were issued or were available to be issued. GAG, Inc. adopted SFAS No. 165 for the quarter ended June 30, 2009. The adoption of SFAS No. 165 did not have a material impact on GAG, Inc.’s condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”). SFAS No. 167 amends FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”) to replace a quantitative analysis with a qualitative analysis of interests in variable interest entities for the purpose of determining the primary beneficiary of a variable interest entity. SFAS No. 167 also requires companies to more frequently assess whether they must consolidate a variable interest entity. The provisions of SFAS No. 167 will be effective for the Company on January 1, 2010. We are currently evaluating the impact of SFAS No. 167 on the Company’s consolidated financial statements, however, we do not expect the adoption of this standard will have a material impact on the Company’s condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS No. 168”). SFAS No. 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”) and establishes The FASB Accounting Standards Codification as the source of authoritative GAAP recognized by the FASB. SFAS No. 168 will be effective for the Company beginning with the quarter ending September 30, 2009. SFAS No. 168 does not change GAAP and the Company’s adoption of SFAS No. 168 is not expected to have a material impact on its condensed consolidated financial statements.

Liquidity and Capital Resources

GAG, Inc. was formed on May 7, 2009 as a wholly-owned subsidiary of AAMAC for the purpose of effecting the Merger and capital stock exchange with AAMAC and its acquisition of GAG, LLC, as more fully described in Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. As of June 30, 2009, GAG, Inc. had available cash of $100 and during the period from May 7 (Inception) through June 30, 2009, did not have any sources of revenue.

On July 31, 2009, $407,785,575 was held in AAMAC’s trust account. Upon consummation of the Acquisition, the funds were disbursed as follows: $116,577,671 to stockholders who voted against the transaction and elected to convert their shares to a pro rata portion of the AAMAC trust account (approximately $9.85 per share) and $208,834,228 to parties who entered into stock purchase agreements as discussed in Note 2 and Note 5 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. The remaining $82,373,676 from AAMAC’s trust account and $451,031 of operating funds held by AAMAC (totaling $82,824,707) were received by GAG, Inc. upon consummation of the Acquisition. Of this amount, $10,476,332 was used to pay expenses and certain investment banking fees associated with the transaction and $4,383,110 was distributed to the Contribution Consideration Recipients as a closing payment (which reduced the principal amount of the Note from $60,000,000 to $55,616,890), and $23,012,500 was deposited in a separate account with the transfer agent pending conduct of the Warrant Redemption, resulting in net proceeds to GAG, Inc. of $44,952,765. The net proceeds received by GAG, Inc. are expected to be used for general working capital purposes of the Company.

In connection with the consummation of the Acquisition, AAMAC entered into Amendment No. 1 to the Amended and Restated Warrant Agreement with a transfer agent (the “Warrant Agreement”) to amend the terms of the Warrant Agreement governing the AAMAC warrants exercisable for shares of AAMAC common stock in order to (i) require the redemption of all of the outstanding warrants, including those held by the former AAMAC sponsors, at a price of $0.50 per warrant at any time on or prior to the 90th day following the Acquisition (the “Warrant Redemption”), (ii) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91st day following the consummation of the Acquisition and (iii) preclude any adjustment of the warrants as a result of the Acquisition ((i), (ii) and (iii) together, the “Warrant Amendment”). The Warrant Agreement and the Warrant Amendment govern the 46,025,000 outstanding warrants of the Company issued in exchange for AAMAC warrants in connection with the Acquisition. $23,012,500 of the funds received from AAMAC in connection with the Acquisition were deposited in a separate account with the transfer agent pending conduct of the Warrant Redemption.

Off Balance Sheet Arrangements

GAG, Inc. has no obligations, assets or liabilities which would be considered off-balance sheet arrangements. GAG, Inc. does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

GAG, Inc. has not entered into any off-balance sheet financing arrangements and has never established any special purpose entities. GAG, Inc. has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

As of June 30, 2009, GAG, Inc., as a wholly-owned subsidiary of AAMAC, did not have any contractual obligations other than those resulting from the consummation of the Acquisition on July 31, 2009.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Our primary exposure to market risk consists of risk related to changes in interest rates. The Company has not used derivative financial instruments for speculation or trading purposes.

As a result of the consummation of the Acquisition on July 31, 2009, the Company is subject to the risk of changes in interest rates since GAG, LLC utilizes borrowings under its credit facilities with GE Capital and Wells Fargo to fund costs and expenses incurred in connection with liquidation contracts. Borrowings under the GE Capital credit facility and the Wells Fargo credit facility bear interest at a floating rate of interest.

The primary objective of the Company’s investment activities is to preserve capital for the purpose of funding operations while at the same time maximizing the income it receives from its investments without significantly increasing risk. To achieve these objectives, the Company’s investments allow it to maintain a portfolio of cash equivalents and short-term investments through a variety of securities, including commercial paper, money market funds and certificates of deposit. GAG, Inc.’s cash and cash equivalents through June 30, 2009 included amounts in bank checking, certificates of deposit and liquid money market accounts. The Company believes it has minimal interest rate risk. A one percentage point decrease in the average interest rate on GAG, Inc.’s portfolio would have reduced its interest income for 2009 by an immaterial amount.

Item 4T.

Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Management of GAG, Inc., with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of GAG, Inc.’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2009. GAG, Inc.’s disclosure controls and procedures are designed to ensure that information required to be disclosed by GAG, Inc. in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that GAG, Inc.’s disclosure controls and procedures were effective as of June 30, 2009.

(b) Changes in Internal Control over Financial Reporting

There have been no material changes to GAG, Inc.’s internal control over financial reporting during the fiscal quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, GAG, Inc.’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time, we are involved in litigation arising out of our operations. We believe that we are not currently a party to any proceedings the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on our financial position or results of operations.

Item 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in GAG, Inc.’s Registration Statement on Form S-4 filed with the SEC on July 17, 2009, which could materially affect our business, financial condition or future results.

Furthermore, our substantial level of indebtedness may make it difficult for us to satisfy our debt obligations and may adversely affect our ability to obtain financing for working capital, capitalize on business opportunities or respond to adverse changes in our industry.

As a result of the consummation of the Acquisition on July 31, 2009, GAG, Inc. issued a subordinated unsecured promissory note in the principal amount of $55,616,890 payable to the Contribution Consideration Recipients. On August 28, 2009, such promissory note was replaced with separate subordinated unsecured promissory notes issued to each of the Contribution Consideration Recipients. Based on this indebtedness and other obligations resulting from GAG, Inc.’s acquisition of GAG, LLC, such indebtedness could have material consequences for the Company’s business, operations and liquidity position, including the following:

•

it may be more difficult for us to satisfy our debt obligations;

•

our ability to obtain additional financing for working capital, debt service requirements, general corporate or other purposes may be impaired;

•

a substantial portion of our cash flow will be used to pay interest and principal on our indebtedness, which will reduce the funds available for other purposes; and

•

our ability to refinance indebtedness may be limited.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

On May 7, 2009 (Inception), the Company sold 100 shares of its common stock to AAMAC for a total amount of $100.00. The Company relied on the exemption under Section 4(2) of the Securities Act.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.

Other Information.

In connection with the consummation of the Acquisition, the Company assumed the AAMAC 2009 Stock Incentive Plan which was adopted by the AAMAC stockholders on July 31, 2009 (as assumed, the “Incentive Plan”). In accordance with Section 13(a) of the Incentive Plan, in connection with the Company’s assumption of the Incentive Plan, the Board of Directors adjusted the maximum number of shares that may be delivered under the Incentive Plan to 15,644,000 to account for the two-for-one exchange ratio of common stock in the Acquisition. On August 19, 2009, the Board of Directors approved the amendment and restatement of the Incentive Plan which adjusted the number of shares of the Company reserved for issuance thereunder to 7,822,000. A copy of the Amended and Restated Incentive Plan is filed as Exhibit 10.27 to this Quarterly Report.

On August 27, 2009, GAG, Inc. entered into the First Amendment to Credit Agreement (the “Credit Agreement Amendment”) with Wells Fargo Retail Finance, LLC (“Wells Fargo”), which amended the terms of the credit agreement to reflect GAG, Inc.’s ownership of GAG, LLC and, indirectly, its ownership of Great American Group WF, LLC, the borrower under the credit agreement, after the consummation of the Acquisition. In connection with the execution of the Credit Agreement Amendment, GAG, Inc. also entered into a First Amended and Restated Limited Guaranty in favor of Wells Fargo which, among other things, revised the definition of “Guarantor” to include GAG, Inc.

Effective August 27, 2009, Jonathan I. Berger resigned from the Board of Directors, including his position as a member of the Audit Committee. After meeting with the Audit Committee on August 25, 2009, Mr. Berger realized that due to his commitments and professional obligations as Chief Investment Officer at Stone Tower Capital LLC, he would be unable to fulfill his obligations to the Board and the Audit Committee. The Board of Directors is currently conducting a search for a qualified candidate to replace Mr. Berger.

Item 6.

Exhibits.

The exhibits filed as part of this Quarterly Report are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	G REAT A MERICAN G ROUP , I NC .

Date: August 31, 2009	By:	/s/ Paul S. Erickson
	Name: Paul S. Erickson
	Title: Chief Financial Officer

Exhibit Index


Exhibit No.		Description
2.1		Agreement and Plan of Reorganization, dated May 14, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)+

2.2		Amendment No. 1 to Agreement and Plan of Reorganization, dated May 29, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)

2.3		Amendment No. 2 to Agreement and Plan of Reorganization, dated July 8, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc. AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)

2.4		Amendment No. 3 to Agreement and Plan of Reorganization, dated July 28, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc. AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(2)

3.1		Certificate of Incorporation of Great American Group, Inc.(1)

3.2		Bylaws of Great American Group, Inc.(1)

4.1		Form of common stock certificate(1)

4.2		Form of warrant certificate(3)

4.3		Form of Warrant Agreement, dated August 1, 2007, by and between Alternative Asset Management Acquisition Corp. and Continental Stock Transfer & Trust Company(3)

4.4		Form of Amendment No. 1 to Warrant Agreement, dated July 31, 2009, by and between Alternative Asset Management Acquisition Corp. and Continental Stock Transfer & Trust Company(3)

10.1		Credit Agreement, dated as of May 29, 2008, by and among Great American Group Energy Equipment, LLC, Garrison Loan Agency Services LLC and the lender parties thereto*

10.2		Great American Group, LLC Guaranty, dated as of May 29, 2008, by Great American Group, LLC in favor of Garrison Special Opportunities Fund LP., Gage Investment Group, LLC and Garrison Loan Agency Services LLC*

10.3		Security Agreement, dated as of May 29, 2008, by and among Great American Group Energy Equipment, LLC, Great American Group, LLC and Garrison Loan Agency Services LLC*

10.4		Non-Notification Factoring and Security Agreement, dated as of May 22, 2007, by and between Great American Group Advisory & Valuation Services, LLC and FCC, LLC*

10.5		Credit Agreement, dated as of October 21, 2008, by and between Great American Group WF, LLC and Wells Fargo Retail Finance, LLC*

10.6		First Amendment to Credit Agreement, dated as of August 27, 2009, by and between Wells Fargo Retail Finance, LLC and Great American Group WF, LLC*

10.7		First Amended and Restated Limited Guaranty, dated as of August 27, 2009, by Great American Group, Inc. and Great American Group, LLC, in favor of Wells Fargo Retail Finance, LLC*

10.8		Security Agreement, dated as of October 21, 2008, by and between Great American Group WF, LLC and Wells Fargo Retail Finance, LLC*

10.9		Credit Agreement, dated as of October 25, 2000, by and between Great American Venture, LLC and General Electric Capital Corporation*

10.10		First Amendment to Credit Agreement, dated as of October 23, 2003, by and between Great American Venture, LLC and General Electric Capital Corporation*

10.11		Second Amendment to Credit Agreement, dated as of October 4, 2006, by and between Great American Venture, LLC and General Electric Capital Corporation*

10.12		Security Agreement, dated as of October 25, 2000, by and between Great American Venture, LLC and General Electric Capital Corporation*

10.13		Form of promissory note issued by Great American Group, Inc. in favor of each Contribution Consideration Recipient*

10.14		Registration Rights Agreement by and among Great American Group, Inc. and the stockholders of Great American Group, Inc. named therein(3)

10.15		Escrow Agreement by and among Great American Group, Inc., the Member Representative and Continental Stock Transfer & Trust Company(3)

10.16		Form of Lock-up Agreement by and between Great American Group, Inc. and certain stockholders of Great American Group, Inc. (3)


Exhibit No.		Description
10.17		Letter Agreement, dated May 14, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(1)

10.18		Amendment to Letter Agreement, dated as of July 8, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(1)

10.19		Amendment to Letter Agreement, dated as of July 28, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(3)

10.20		Form of Director and Officer Indemnification Agreement(3)

10.21		Employment Agreement by and between Great American Group, Inc. and Harvey M. Yellen(3)

10.22		Employment Agreement by and between Great American Group, Inc. and Andrew Gumaer(3)

10.23		Employment Agreement by and between Great American Group, Inc. and Paul Erickson(3)

10.24		Employment Agreement by and between Great American Group, Inc. and Scott Carpenter(3)

10.25		Form of Phantom Equityholder Amendment Agreement and Release*

10.26		Form of Phantom Equityholder Acknowledgement to Amendment No. 3 to Agreement and Plan of Reorganization*

10.27		Great American Group, Inc. Amended and Restated 2009 Stock Incentive Plan*

10.28		Sixth Amended and Restated Operating Agreement for Great American Group Advisory & Valuation Services, LLC, dated as of January 1, 2008, by and among Great American Group, LLC, Lester Friedman, John Bankert, Michael Marchlik, and Ken Bloore*

10.29		Operating Agreement for Great American Group Machinery & Equipment, LLC, dated as of April 10, 2007, by and among Great American Group, LLC, Marc Swirsky, Lester Friedman, Paul Erickson and John Bankert*

21		Subsidiary List*

31.1		Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification required by 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*†

32.2		Certification required by 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* †

*	Filed herewith.

+	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

†

These exhibits are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(1)	Incorporated by reference to the registrant’s Registration Statement on Form S-4 (File No. 333-159644) declared effective by the Commission on July 17, 2009.

(2)	Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on July 30, 2009.

(3)	Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on August 6, 2009.

Exhibit 10.1

CREDIT AGREEMENT

dated as of

May 29, 2008

among

GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC,

THE LENDERS PARTY HERETO,

and

GARRISON LOAN AGENCY SERVICES LLC,

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS AND INTERPRETATION			1

	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Terms Generally	9

ARTICLE II THE LOAN			9

	SECTION 2.01	Commitments	9
	SECTION 2.02	Loan	10
	SECTION 2.03	Loan Procedure	10
	SECTION 2.04	Evidence of Debt; Repayment of Loans	10
	SECTION 2.05	Interest on Loans	11
	SECTION 2.06	Default Interest	11
	SECTION 2.07	[RESERVED]	12
	SECTION 2.08	Prepayment	12
	SECTION 2.09	Deposit and Application of Collections	12
	SECTION 2.10	[RESERVED]	14
	SECTION 2.11	[RESERVED]	14
	SECTION 2.12	Pro Rata Treatment	14
	SECTION 2.13	Sharing of Setoffs	14
	SECTION 2.14	Payments	14
	SECTION 2.15	Taxes	15

ARTICLE III REPRESENTATIONS AND WARRANTIES			16

	SECTION 3.01	Organization; Powers	16
	SECTION 3.02	Authorization	16
	SECTION 3.03	Enforceability	16
	SECTION 3.04	Governmental Approvals	16
	SECTION 3.05	No Material Adverse Event	17
	SECTION 3.06	Subsidiaries	17
	SECTION 3.07	Litigation; Compliance with Laws	17
	SECTION 3.08	Federal Reserve Regulations	17
	SECTION 3.09	Investment Company Act; Public Utility Holding Company Act	17
	SECTION 3.10	No Material Misstatements	17
	SECTION 3.11	Employees	17
	SECTION 3.12	Solvency	17
	SECTION 3.13	Security Documents	18

ARTICLE IV CONDITIONS OF LENDING			18

	SECTION 4.01	Loan	18

ARTICLE V AFFIRMATIVE COVENANTS			20

	SECTION 5.01	Covenants of the Borrower	20

ARTICLE VI NEGATIVE COVENANTS			23

-i-

TABLE OF CONTENTS

(continued)


			Page

	SECTION 6.01	Negative Covenants of the Borrower	23

ARTICLE VII EVENTS OF DEFAULT			24

	SECTION 7.01	Events of Default	24

ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT			26

ARTICLE IX MISCELLANEOUS			28

	SECTION 9.01	Notices	28
	SECTION 9.02	Survival of Agreement	29
	SECTION 9.03	Binding Effect	29
	SECTION 9.04	Successors and Assigns	29
	SECTION 9.05	Expenses; Indemnity	32
	SECTION 9.06	Right of Setoff	33
	SECTION 9.07	Applicable Law	34
	SECTION 9.08	Waivers; Amendment	34
	SECTION 9.09	Interest Rate Limitation	34
	SECTION 9.10	Entire Agreement	35
	SECTION 9.11	WAIVER OF JURY TRIAL	35
	SECTION 9.12	Severability	35
	SECTION 9.13	Counterparts	35
	SECTION 9.14	Headings	36
	SECTION 9.15	Jurisdiction; Consent to Service of Process	36
	SECTION 9.16	Confidentiality	36
	SECTION 9.17	[Reserved]	37
	SECTION 9.18	Tax Treatment	37


EXHIBIT A		Form of Loan Request
EXHIBIT B		Form of Promissory Note
EXHIBIT C		Liquidation Plan
EXHIBIT D		Specified Collateral
SCHEDULE A

-ii-

This CREDIT AGREEMENT dated as of May 29, 2008, among GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC, a California limited liability company, as borrower (the “ Borrower ”), GARRISON SPECIAL OPPORTUNITIES FUND LP, a Delaware limited partnership, as a lender, GAGE INVESTMENT GROUP LLC, a Delaware limited liability company, as a lender, and GARRISON LOAN AGENCY SERVICES LLC, a Delaware limited liability company, in its capacity as administrative agent (the “ Administrative Agent ”) and as collateral agent (the “ Collateral Agent ”).

In consideration of the mutual agreements contained herein, each party hereto agrees as follows:

ARTICLE I

Definitions and Interpretation

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

“ Administrative Agent ” is defined in the preamble.

“ Affiliate ” means, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided , however , that, for purposes of Section 6.01(f) , the term “Affiliate” shall also include any person that directly or indirectly owns 10% or more of any class of Equity Interests of the person specified or that is an officer or director of the person specified.

“ Approved Operating Expenses ” means Operating Expenses that are approved by the Administrative Agent, which approval shall not be unreasonably withheld.

“ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an assignee.

“ Available Distribution Amount ” is defined in Section 2.09(a) .

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” is defined in the preamble.

“ Business Day ” means any day other than a Saturday, Sunday or day on which banks in New York, New York, are authorized or required by law, executive order or governmental decree to close.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Charges ” is defined in Section 9.09 .

“ Closing Date ” means May 29, 2008.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means all the “Collateral” as defined in any Security Document.

“ Collection Account ” is defined in the Security Agreement.

“ Collections ”, for any Monthly Period, means, without duplication, all amounts received or realized by the Borrower or its Affiliates from or with respect to the Collateral, including through disposition, lease, transfer or other disposal of the Collateral.

A Collection shall be deemed to have been received at the end of the day on the date of processing of such Collection.

“ Commitment ” means, with respect to each Lender the commitment of such Lender to make the Loan hereunder, as set forth on Schedule A hereto. The aggregate Commitments of the Lenders shall be $12,000,000.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Control Agreement ” is defined in the Security Agreement.

“ Debtor Relief Laws ” means (i) the United States Bankruptcy Code and (ii) all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect affecting the rights of creditors generally.

“ Default ” means any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“ Deposit Bank ” means “the Bank” as defined in the Control Agreement.

“ Dollars ” or “ $ ” means lawful money of the United States of America.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire such equity interests or such convertible or exchangeable obligations.

-2-

“ Event of Bankruptcy ” means, with respect to any Person, (a) that such Person (i) shall generally not pay its debts as such debts become due or (ii) shall admit in writing its inability to pay its debts generally or (iii) shall make a general assignment for the benefit of creditors; (b) any proceeding shall be instituted by or against such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; or (c) such Person shall take any corporate, partnership or other similar appropriate action to authorize any of the actions set forth in the preceding clauses (a) or (b).

“ Event of Default ” is defined in Article VII .

“ Excluded Taxes ” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by any jurisdiction or Governmental Authority and (b) any branch profits taxes imposed by any jurisdiction or Governmental Authority.

“ Financial Officer ” of any person means the chief financial officer, principal accounting officer, Treasurer or Controller of such person.

“ Financing Parties ” means the Lenders, the Collateral Agent and the Administrative Agent.

“ Fitch ” means Fitch, Inc., doing business as Fitch Ratings.

“ Funding Date ” is defined in Section 4.01 .

“ GAAP ” means generally accepted accounting principles applied on a consistent basis.

“ GAG Guaranty ” means the Great American Group, LLC Guaranty, dated as of May 29, 2008, by the Guarantor in favor of the Financing Parties.

“ Governmental Authority ” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“ Guarantee ” of or by any person means any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or

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services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guarantor ” means Great American Group, LLC.

“ Highest Rating ” means, with respect to Moody’s, “P-1” or “Aaa”, and, with respect to S&P, “A-1” or “AAA”, or any rating category to which the Administrative Agent consents.

“ Indebtedness ” of any person means, without duplication, (a) all obligations of such person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid, (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all capital lease obligations of such person, (i) all obligations of such person as an account party in respect of drawn amounts under letters of credit and (j) all obligations of such person in respect of bankers’ acceptances. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Interest Period ” shall mean, with respect to the Loan: (a) initially, the period commencing on and including the date of such Loan and ending on the last day of the calendar month, and (b) thereafter, each Monthly Period. Interest shall accrue from and including the first day of an Interest Period to the last day of such Interest Period; provided , however , that if a Loan or Loans are prepaid in accordance with Section 2.08(a) and Section 2.09 , interest on such prepaid amounts shall cease to accrue upon such payment.

“ Interest Rate ” means 20.0% per annum, as compounded in the manner set forth in Section 2.05(a) hereto.

“ Investment Amount ” means $1,150,000 less any payments to Borrower pursuant to Sections 2.09(a)(vi) or (b)(v) .

“ Lender ” means Garrison Special Opportunities Fund LP, Gage Investment Group LLC and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

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“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan ” means the loan made by the Lenders to the Borrower pursuant to Section 2.01 .

“ Loan Documents ” means this Agreement, the GAG Guaranty and the Security Documents.

“ Loan Party ” means the Borrower and the Guarantor.

“ Loan Request ” means the request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

“ Material Adverse Event ” means any event or development that reasonably could be expected to result in (a) a materially adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of a Loan Party, (b) a material impairment of the ability of a Loan Party to perform any of its respective obligations under any Loan Document to which it is or will be a party or (c) a material impairment of the rights of or benefits available to the Lender under any Loan Document.

“ Maturity Date ” means the earlier of (i) the first anniversary of the Closing Date, provided , however , that the Borrower may extend the initial Maturity Date up to 120 days by providing notice to the Administrative Agent no later than 30 days prior to the Maturity Date and paying the Administrative Agent an extension fee equal to $180,000, and (ii) the date on which the Administrative Agent accelerates payment under this Agreement as a result of the occurrence of an Event of Default.

“ Maximum Rate ” is defined in Section 9.09 .

“ Monthly Period ” means the monthly period beginning on the first day of any calendar month and ending on the last day of such calendar month. When used with respect to any Payment Date, the Monthly Period shall be the calendar month preceding the calendar month in which such Payment Date occurs and may be referred to herein as a “related” Monthly Period.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Obligations ” means all obligations defined as “Obligations” in the Security Documents.

“ Operating Expenses ” means actual out-of-pocket costs, expenses and liabilities of the Borrower in connection with the operation and management of the Borrower; provided , however , that such out-of-pocket costs, expenses and liabilities of the Borrower shall not include any amounts set forth in Section 2.09(c) with respect to the repair or refurbishment of the collateral using the proceeds from the sale or disposition of the Specified Collateral.

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“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“ Payment Date ” means the 10th day of each calendar month after the Closing Date; provided , however , that to the extent any 10th day is not a Business Day, then the “ Payment Date ” will be the next Business Day.

“ Perfection Certificate ” means the Perfection Certificate substantially in the form of Exhibit I to the Security Agreement.

“ Permitted Investments ” means:

(i) negotiable instruments or securities represented by instruments in bearer or registered form that evidence: (A) obligations issued or fully guaranteed, as to timely payment, by the United States of America or any instrumentality or agency thereof when such obligations are backed by the full faith and credit of the United States of America; (B) time deposits in, or bankers’ acceptances issued by, any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided , however , that at the time of the Borrower’s investment or contractual commitment to invest therein, the short-term deposits or commercial paper of such depository institution or trust company shall have the Highest Rating; (C) commercial paper or other short-term obligations having, at the time of the Borrower’s investment or contractual commitment to invest therein, the Highest Rating; or (D) investments in money market or common trust funds having the Highest Rating;

(ii) demand deposits in the name of the Borrower in any depository institution or trust company referred to in clause (i)(B) above;

(iii) securities not represented by an instrument, which (A) are registered in the name of the Borrower upon books maintained for that purpose by or on behalf of the issuer thereof and consisting of shares of an open end diversified investment company that is registered under the Investment Company Act of 1940, as amended, and that (x) invests its assets exclusively in obligations of or guaranteed by the United States of America or any instrumentality or agency thereof having in each instance a final maturity date of less than one year from their date of purchase or other Permitted Investments, (y) seeks to maintain a constant net asset value per share and (z) has aggregate net assets of not less than $100,000,000 on the date of purchase of such shares and (B) is approved by the Administrative Agent;

(iv) a guaranteed investment contract (guaranteed as to timely payment) approved by the Administrative Agent;

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(v) repurchase agreements transacted with either (A) an entity subject to the United States federal bankruptcy code, provided , however , that (1) the term of the repurchase agreement is consistent with the amortization requirements relating to the Loans or is due on demand, (2) the Collateral Agent or a third party acting solely as agent for the Lender has possession of the collateral, (3) the Borrower has a perfected first priority security interest in the collateral and such security interest has been validly assigned to the Collateral Agent, (4) the market value of the collateral is maintained at the requisite collateral percentage of the obligation in accordance with standards of the rating agencies, as determined by the Administrative Agent in the exercise of its reasonable discretion, (5) the failure to maintain the requisite collateral level will obligate the Borrower to liquidate the collateral immediately, (6) the securities subject to the repurchase agreement are either obligations of, or fully guaranteed as to principal and interest by, the United States of America or any instrumentality or agency thereof, certificates of deposit or bankers acceptances and (7) the securities subject to the repurchase agreement are free and clear of any third party lien or claim; or (B) a financial institution insured by the FDIC, or any broker-dealer with “retail customers” that is under the jurisdiction of the Securities Investors Protection Corp. (“ SIPC ”), provided , however , that (1) the market value of the collateral is maintained at the requisite collateral percentage of the obligation in accordance with the standards of the rating agencies, as determined by the Administrative Agent in the exercise of its reasonable discretion, (2) the Borrower or a third party (with a short-term debt rating of “P-1” or higher by Moody’s) acting solely as agent for the Borrower has possession of the collateral, (3) the Borrower has a perfected first priority security interest in the collateral and such security interest has been validly assigned to the Collateral Agent, (4) the collateral is free and clear of third party liens and, in the case of an SIPC broker, was not acquired pursuant to a repurchase or reverse repurchase agreement and (5) the failure to maintain the requisite collateral percentage will obligate the Borrower to liquidate the collateral; provided , however , that at the time of the Borrower’s investment or contractual commitment to invest in any repurchase agreement, the short-term deposits or commercial paper rating of such entity or institution in clauses (A) and (B) shall have a credit rating not lower than the Highest Rating; and

(vi) any other investment that is approved by the Administrative Agent.

“ Permitted Liens ” means:

(i) Liens for taxes, fees, assessments and other governmental charges not yet due or which are being contested in compliance with Section 5.01(b) ;

(ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or that are being contested in compliance with Section 5.01(b) ; and

(iii) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations.

“ Person ” or “ person ” means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

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“ Preference Amount ” means, for any Interest Period and related Payment Date, an amount, compounded monthly, equal to the product of (a) the Investment Amount as of the beginning of such Interest Period, (b) 20.0%, and (c) the actual number of days in such Interest Period over 360.

“ Regulation T ” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Related Parties ” means, with respect to any specified Person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Required Lenders ” means, at any time, Lenders having Loans outstanding and unused Commitments representing at least a majority of the sum of all Loans outstanding and unused Commitments at such time.

“ Requirements of Law ” for any person means the certificate of incorporation and by-laws or other organizational or governing documents of such person, and any requirement of any law, rule or regulation or Governmental Authority, in each case applicable to or binding upon such person or to which such person is subject, whether federal, state or local (including usury laws, Regulation T, Regulation U, Regulation X, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board).

“ Responsible Officer ” of any person means any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any option, warrant or other right to acquire any Equity Interests in the Borrower, provided , however , that the Borrower may make a distribution to the holder of its Equity Interest to the extent of funds paid to the Borrower pursuant to clauses (a)(iv), (a)(v),(a)(vi),(a)(vii),(b)(iv),(b)(v),(b)(vi) or (b)(vii) of Section 2.09 hereto.

“ S&P ” means Standard & Poor’s Rating Services.

“ Secured Parties ” is defined in the Security Agreement.

“ Security Agreement ” means the Security Agreement, dated as of May 29, 2008, between the Borrower and the Collateral Agent for the benefit of the Secured Parties.

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“ Security Documents ” means the Security Agreement, the Control Agreement, and each other security agreement, instrument and document executed and delivered pursuant thereto or pursuant to Section 5.01(g) .

“ Specified Collateral ” means the Collateral specified on Exhibit D .

“ SPC ” is defined in Section 9.04(i) .

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority.

“ Transactions ” is defined in Section 3.02 .

“ UCC ” means the Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

SECTION 1.02 Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document means such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

ARTICLE II

The Loan

SECTION 2.01 Commitments . Subject to the terms and conditions, subject to the approval of the Administrative Agent in its sole discretion and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make the Loan to the Borrower in an aggregate principal amount of $12,000,000. Subject to the terms, conditions and limitations set forth herein, the Borrower may pay or prepay such Loan.

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SECTION 2.02 Loan . (a) The Loan shall be made by the Lenders ratably in accordance with their respective Commitments; provided , however , that the failure of any Lender to make the Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make the Loan required to be made by such other Lender).

(b) Each Lender shall make the Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 2:00 p.m., New York City time, and the Administrative Agent shall credit the amounts so received to an account in the name of the Borrower, maintained with the Administrative Agent and designated by the Borrower in the Loan Request or, if the Loan shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Loan that such Lender will not make available to the Administrative Agent such Lender’s portion of such Loan, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Loan in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error).

SECTION 2.03 Loan Procedure . In order to request the Loan, the Borrower shall deliver by hand, by facsimile or by electronic mail to the Lender a duly completed Loan Request not later than 12:00 p.m., New York City time, one Business Day before the proposed Loan. The Loan Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) the date of such requested Loan (which shall be a Business Day); (ii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c) ); and (iii) the amount of such Loan; provided , however , that, notwithstanding any contrary specification in any Borrowing Request, each requested borrowing shall comply with the requirements set forth in Section 2.02 . The Administrative Agent shall promptly advise the Lender of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Loan.

SECTION 2.04 Evidence of Debt; Repayment of Loans .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Loan of such Lender on the Maturity Date.

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(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender, assignees and participants resulting from the Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to the Lender, assignees and participants from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of the Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower.

(d) The entries made in the accounts maintained pursuant to paragraph (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with the terms hereof.

(e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note or promissory notes in the form attached hereto as Exhibit B . In such event, the Borrower shall execute and deliver to such Lender such promissory note payable to such Lender and its registered assigns. The interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04 ) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

SECTION 2.05 Interest on Loans .

(a)(i) Each Loan and (ii) interest due but not paid on a prior Payment Date because of the insufficiency of the Available Distribution Amount on such Payment Date (other than pursuant to the breach of the Borrower or the Guarantor of any agreement or covenant set forth herein or in any of the other Loan Documents) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Interest Rate for the Interest Period in effect for such Loan.

(b) Interest on the unpaid principal amount of the Loan and interest due but not paid on a prior Payment Date because of the insufficiency of the Available Distribution Amount on such Payment Date shall be payable on each Payment Date except as otherwise provided in this Agreement. The applicable Interest Rate for each Monthly Period or day or Interest Period within a Monthly Period, as the case may be, shall be determined by the Lender at the beginning of such Monthly Period or on such date within a Monthly Period, as applicable, in accordance with the applicable provisions hereof, and such determination shall be conclusive absent manifest error.

SECTION 2.06 Default Interest . If the Borrower shall default in the payment of the principal of or interest on the Loan or any other amount becoming due hereunder (other than interest due but not paid on a prior Payment Date because of the insufficiency of the Available

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Distribution Amount on such Payment Date (other than pursuant to the breach of the Borrower or the Guarantor of any agreement or covenant set forth herein or in any of the other Loan Documents)), by acceleration or otherwise, or under any other Loan Document, the Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount to but excluding the date of actual payment (after as well as before judgment) at the Interest Rate otherwise applicable to such Loan pursuant to Section 2.05 plus 2.00% per annum.

SECTION 2.07 [RESERVED] .

SECTION 2.08 Prepayment .

(a) The Borrower may prepay the Loan, in whole or in part, upon at least three Business Days’ prior written (delivered by mail or facsimile) notice (or telephone notice promptly confirmed by written (delivered by mail or facsimile) notice); provided , however , that each partial prepayment shall be in an amount that is an integral multiple of $1,000 and not less than $100,000.

(b) Each notice of prepayment shall specify the prepayment date and the principal amount of the Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. All prepayments under this Section 2.08 shall be without premium or penalty. All prepayments under this Section 2.08 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

SECTION 2.09 Deposit and Application of Collections . The Borrower shall deposit all Collections into the Collection Account within two Business Days after receipt of the same.

(a) On each Payment Date prior to the occurrence and continuation of an Event of Default or after the cure of such Event of Default, the Administrative Agent shall apply the balance on deposit in the Collection Account, including any net investment earnings on balances in the Collection Account (collectively, the “ Available Distribution Amount ”), in the following order, in each case to the extent of the Available Distribution Amount:

(i) first ; to the Administrative Agent for distribution to the Lenders, accrued and unpaid interest on the outstanding principal balance of the Loan;

(ii) second , to the Administrative Agent for distribution to the Lenders, all other accrued and unpaid interest, fees, costs, indemnities and other amounts (but excluding payments of principal on the Loan);

(iii) third , to the Administrative Agent for distribution to the Lenders, an amount equal to the aggregate unpaid principal amount of the Loan;

(iv) fourth , to the Borrower, an amount equal to the accrued and unpaid Preference Amount;

(v) fifth , to the Borrower, any Approved Operating Expenses;

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(vi) sixth , to the Borrower, an amount equal to the unpaid Investment Amount;

(vii) seventh , (A) until the aggregate amount distributed pursuant to this clause (vii) or Section 2.09(b)(vii) equals or exceeds $4,000,000, any amounts remaining shall be paid (1) 50% to the Borrower and (2) 50% to the Administrative Agent for distribution to the Lenders, and (2) on and after the date on which the aggregate amount distributed pursuant to this clause (vii) or Section 2.09(b)(vii) equals or exceeds $4,000,000, any amounts remaining shall be paid (1) 60% to the Borrower and (2) 40% to the Administrative Agent for distribution to the Lenders.

(b) On each Payment Date on and after the occurrence and during the continuation of an Event of Default, the Administrative Agent shall apply the Available Distribution Amount in the following order, in each case to the extent of the Available Distribution Amount:

(i) first , to the Administrative Agent for distribution to the Lenders, accrued and unpaid interest on the outstanding principal balance of the Loan;

(iii) third , to the Administrative Agent for distribution to the Lenders, an amount equal to the aggregate unpaid principal amount of the Loan;

(iv) fourth , to the Borrower, an amount equal to the accrued and unpaid Preference Amount;

(v) fifth , to the Borrower, an amount equal to the unpaid Investment Amount;

(vi) sixth , to the Borrower, any Approved Operating Expenses;

(vii)(A) until the aggregate amount distributed pursuant to this clause (vii) or Section 2.09(a)(vii) equals or exceeds $4,000,000, any amounts remaining shall be paid (1) 50% to the Borrower and (2) 50% to the Administrative Agent for distribution to the Lenders, and (2) on and after the date on which the aggregate amount distributed pursuant to this clause (vii) or Section 2.09(a)(vii) equals or exceeds $4,000,000, any amounts remaining shall be paid (1) 60% to the Borrower and (2) 40% to the Administrative Agent for distribution to the Lenders.

(c) Notwithstanding anything set forth in Sections 2.09(a) or (b) to the contrary, before the occurrence and continuation of an Event of Default, the Borrower shall be permitted to apply any Collections from the sale or other disposition of the Specified Collateral to the refurbishment and repair of the other Collateral, which refurbishment and repair is hereby approved by the Collateral Agent, and which Collections shall be remitted to a new collection account subject to a Control Agreement in favor of the Collateral Agent.

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SECTION 2.10 [ RESERVED ].

SECTION 2.11 [ RESERVED ].

SECTION 2.12 Pro Rata Treatment . The Loan, each payment or prepayment of principal of the Loan, each payment of interest on the Loan, each other payment under Section 2.09 , each reduction of the Commitments shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated or any Lender has failed to make any part of its Loan, in accordance with the respective principal amounts of the outstanding Loan). Each Lender agrees that in computing such Lender’s portion of the Loan made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Loan to the next higher or lower whole dollar amount.

SECTION 2.13 Sharing of Setoffs . Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of the Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided , however , that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

SECTION 2.14 Payments .

(a) The Borrower shall make each payment (including principal of or interest on the Loan or any fees or other amounts) hereunder and under any other Loan Document not later than 12:00 (noon), New York City time, on the date when due in immediately available dollars, without setoff, defense or counterclaim. Each such payment shall be made to the Administrative Agent at such place as may be designated from time to time by the Administrative Agent in writing to the Borrower and the Lender.

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(b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on the Loan or any fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or applicable fees payable hereunder.

SECTION 2.15 Taxes .

(a) Any and all payments by the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes; provided , however , that if the Borrower shall be required to deduct or withhold any Indemnified Taxes from such payments, then (i) subject to Section 2.09(a) and (b) , the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made but only to the extent that any such deduction or withholding is required solely as a result of such Change in Law, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Financing Parties for the full amount of any Indemnified Taxes or Other Taxes required to be paid by such Person, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate signed by a Financial Officer of such Lender as to the amount of such payment or liability delivered to the Borrower by a Lender, or by a Financial Officer of the Administrative Agent on its behalf or on behalf of a Lender, shall be conclusive absent manifest error. Such amount shall constitute an “Other Amount” and shall be paid pursuant to Section 2.09 . The Borrower shall not be under any obligation, however, to compensate the Lender under this Section 2.15 with respect to any period prior to the date that is 90 days prior to such request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased amounts and of the fact that such circumstances would result in a claim for such amounts; provided , however , that this exception shall not apply in the event that such Lender is contesting in good faith the requirement to pay all or any substantial portion of such amounts to the relevant Governmental Authority.

(d) As soon as practicable, after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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ARTICLE III

Representations and Warranties

The Borrower, as to itself only and not as to the other, represents and warrants to the Financing Parties as of the Closing Date:

SECTION 3.01 Organization; Powers .

It (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, as applicable, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to result in a Material Adverse Event, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and to borrow hereunder.

SECTION 3.02 Authorization . The execution, delivery and performance by it of each of the Loan Documents to which it is a party and the transactions contemplated thereby (collectively, the “ Transactions ”) (a) have been duly authorized by all requisite limited liability company action and (b) will not (i) violate in any material respect (A) any provision of applicable law, statute, rule or regulation applicable to it, or of any of its organizational documents, (B) any order of any Governmental Authority binding on such party or its assets or (C) any provision of any indenture or other material agreement or instrument to which it is a party or by which it or any of its property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument to which it is a party or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets owned by the Borrower (other than any Lien created hereunder or under the Security Documents).

SECTION 3.03 Enforceability . This Agreement has been duly executed and delivered by it and constitutes, and each other Loan Document to which it is a party when executed and delivered by it thereto will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, receivership, conservatorship, moratorium, or similar law affecting creditor rights generally or general principles of equity.

SECTION 3.04 Governmental Approvals . No action, consent or approval of, registration or filing with or any other action by any Governmental Authority with respect to it is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements and (b) such as have been made or obtained and are in full force and effect.

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SECTION 3.05 No Material Adverse Event . Since the date of its last financial statement, there has not occurred any Material Adverse Event with respect to it.

SECTION 3.06 Subsidiaries . The Borrower has no subsidiaries and owns no Equity Interests in any other person (except any Equity Interest that constitutes a Permitted Investment).

SECTION 3.07 Litigation; Compliance with Laws . There are not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority pending or, to the knowledge of the Borrower, threatened, against or affecting the Borrower or any business, property or rights of the Borrower that involve any Loan Document or the Transactions. The Borrower and its material assets are not in violation of, and the continued operation of the Borrower’s material assets as currently conducted will not violate, any applicable law, rule or regulation, and the Borrower is not in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default would reasonably be expected to result in a Material Adverse Event.

SECTION 3.08 Federal Reserve Regulations . The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of the Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.

SECTION 3.09 Investment Company Act; Public Utility Holding Company Act . The Borrower is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.10 No Material Misstatements . All information, reports, financial statements, exhibits or schedules furnished by or on behalf of it to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto has been or shall be true and correct in all material respects.

SECTION 3.11 Employees . As of the Closing Date, the Borrower had no employees.

SECTION 3.12 Solvency . The fair saleable value of Borrower’s assets exceeds both the Borrower’s total liabilities and probable liabilities. The Borrower’s assets do not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by the Borrower and the amounts to be payable on or in respect of obligations of the Borrower).

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SECTION 3.13 Security Documents . The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate and so long as appropriate financing statement amendments continuing such financing statements are timely filed in the appropriate offices, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.01(b) .

ARTICLE IV

Conditions of Lending

SECTION 4.01 Loan . The obligations of the Lenders to make the Loan hereunder are subject to the satisfaction of the following conditions on the date of the Loan (the “ Funding Date ”):

(a) The Administrative Agent shall have received the Loan Request as required by Section 2.03 .

(b) The representations and warranties of Borrower set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of such Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) The Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Loan, no Event of Default or Default shall have occurred and be continuing.

(d) All legal matters incident to this Agreement, the Loan and the other Loan Documents shall be satisfactory to the Administrative Agent. In particular, and the Borrower and the Guarantor shall have executed and delivered all final Loan Documents with respect to the Loan in form and substance satisfactory to the Administrative Agent.

(e) The Administrative Agent shall have received (i) a copy of the certificate of formation or incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the members or the Board of Directors, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, if the Loan Party is the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended

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and are in full force and effect, (C) that the certificate of formation or organization of such Loan Party have not been amended since the date of the last amendment thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) such other documents as the Financing Parties may reasonably request.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(g) The Security Agreement and Control Agreements shall be in full force and effect on the date hereof and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement shall have been delivered to the Collateral Agent.

(h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower in the states (or other jurisdictions) in which the Borrower is located and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.01(b) or have been released.

(i) The Collateral Agent shall have received a Perfection Certificate with respect to the Borrower dated the First Funding Date and duly executed by the Borrower as contemplated by the Security Agreement.

(j) There shall not have occurred any event, development or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect on or change in the financial condition, business, results of operation, assets or liabilities of the Borrower and its Affiliates taken as a whole.

(k) Nordstrom Machine Company and Excel Equipment shall have contributed in the aggregate $200,000 to the Borrower, and the Guarantor shall have contributed at least $950,000 to the Borrower.

(l) The parties hereto shall have mutually agreed to the form and substance of the reports delivered pursuant to Section 5.01(c)(iv) .

(m) The Guarantor shall have deposited $300,000 into a segregated deposit account in the name of the Borrower (the “ Operating Expenses Account ”) for the purpose of paying Operating Expenses.

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The Loan shall be deemed to constitute a representation and warranty by the Borrower on the date of such Loan as to the matters specified in paragraphs (b) , and (c) of this Section 4.01 .

ARTICLE V

Affirmative Covenants

SECTION 5.01 Covenants of the Borrower . The Borrower covenants and agrees with each Financing Party that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on the Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will:

(a) Existence; Businesses and Properties .

(i) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.

(ii) Comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted.

(b) Obligations and Taxes . Pay its Indebtedness, Operating Expenses and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, would reasonably be expected to give rise to a Lien upon such properties or any part thereof; provided , however , that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and it shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, tax, assessment or charge and enforcement of a Lien.

(i) within 45 days after the end of each fiscal quarter (beginning with the first quarter ending after the Funding Date), the Borrower’s unaudited balance sheet and related statement of income showing the Borrower’s financial condition as of the close of such quarter, certified by one of the Borrower’s Managers as fairly presenting its financial condition and results of operations for such quarter;

(ii) within fifteen Business Days after the end of each calendar month, the Borrower’s balance sheet and income statement showing the Borrower’s financial condition as of the close of such calendar month, certified by one of the Borrower’s Managers as fairly presenting its financial condition and results of operations for such period;

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(iii) concurrently with any delivery of financial statements under clauses (i) or (ii) above, a certificate of a Manager of the Borrower opining on or certifying such statements certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, if applicable;

(iv) on the fifteenth Business Day of each month after the end of each previous calendar month, a monthly cash statement and a report from the Borrower, in the form and substance agreed to by the parties pursuant to Section 4.01(n) , in electronic form and, upon request, in writing, each such report to be certified as complete and correct by the Borrower; and

(v) promptly, from time to time, such other information regarding the financial condition of it or its compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

(d) Litigation and Other Notices . Furnish to the Administrative Agent and each Lender prompt written notice of the following:

(i) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto, if applicable;

(ii) the filing or commencement of, or any threat or notice of intention of any person to file or commence, any material action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against it; and

(iii) any development that has resulted in a Material Adverse Event.

(e) Maintaining Records; Access to Properties and Inspections .

(i) keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities; and

(ii) permit any representatives designated by any Financing Party to visit and inspect its financial records and properties and the financial records and properties of it (to the extent such records and properties reasonably relate to it) during normal business hours and upon one Business Day prior written notice and to make extracts from and copies of such financial records and permit any representatives designated by any Financing Party to discuss the affairs, finances and condition of the Borrower with the officers thereof and independent accountants therefor. The Borrower shall be responsible for paying and reimbursing all reasonable out-of-pocket costs and expenses incurred in connection with such inspections, due-diligence and monitoring performed by such representatives of such Person, but only for up to two such inspections per year. Thereafter, all such inspections shall be at the sole cost and expense of such Financing Party, unless an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for such Person’s costs and expenses.

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(f) Audits . From time to time upon the request of the Collateral Agent or the Required Lenders through the Administrative Agent, permit the Collateral Agent or the Lenders or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Collateral Agent or the Lenders to conduct evaluations and appraisals of the assets of the Borrower, and pay the reasonable fees and expenses of such professionals, but only for up to two such audits per year. Thereafter, all such audits shall be at the sole cost and expense of the Collateral Agent or Required Lenders, as the case may be, unless an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for such Person’s costs and expenses.

(g) Further Assurances . Execute any and all further documents, agreements and instruments, and take all further action (including cooperating with the filing of Uniform Commercial Code and other financing statements) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents (subject only to Permitted Liens). In addition, from time to time, the Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall reasonably designate (it being understood that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrower (including properties acquired subsequent to the Closing Date) other than amounts released to the Borrower pursuant to Section 2.09 ). Such security interests and Liens will be created under the Security Documents and other security agreements and other instruments and documents in form and substance satisfactory to the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Collateral Agent all such instruments and documents (including lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.01(g) . The Borrower agrees to provide, for each security interest and Lien that may be perfected by the filing of a financial statement, such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien.

(h) Delivery of Collections . Subject to the provisions of Section 2.09 , pay, or cause to be paid into the Collection Account all Collections, if any, received by the Borrower as soon as practicable after such receipt, but in no event later than the second Business Day after such receipt.

(i) Performance . Perform on a timely basis each of its respective warranties, covenants and agreements under, and comply with each of the respective terms and provisions applicable to it in, the Loan Documents to which it is a party.

(j) Liquidation Plan . Perform on a timely basis and comply with the terms of the liquidation plan attached as Exhibit C hereto.

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(k) Insurance . Maintain insurance on the Collateral in an amount and type reasonably satisfactory to the Administrative Agent.

ARTICLE VI

Negative Covenants

SECTION 6.01 Negative Covenants of the Borrower . The Borrower covenants and agrees with each Financing Party that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on the Loan, all fees and all other expenses or amounts payable under any Loan Document have been paid in full, unless the Collateral Agent and Administrative Agent shall otherwise consent in writing (with respect to clause (d)(ii) of this Section, such written consent shall not be unreasonably withheld), the Borrower will not:

(a) Indebtedness . Create, incur, assume or permit to exist any Indebtedness, except Indebtedness created under the Loan Documents.

(b) Liens . Create, incur, assume or penult to exist any Lien, except Liens created by the Loan Documents and Permitted Liens.

(i) Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except Permitted Investments.

(ii) Form, create or otherwise capitalize any subsidiary of the Borrower.

(d) Mergers, Consolidations, Sales of Assets and Acquisitions .

(i) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it; and

(ii) Engage in any sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) of any of its assets; provided , however , that the Borrower shall be entitled to make any Restricted Payments, permitted pursuant to Section 6.01(e) below and to make payments to the Lenders and the Administrative Agent and to pay its Operating Expenses each pursuant to the Loan Documents, and to make payments from moneys that are not subject to the lien of the Security Agreement; and

(iii) Guaranty or become surety for or liable for obligations of any other Person.

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(e) Restricted Payments; Restrictive Agreements .

(i) declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; and

(ii) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower to create, incur or permit to exist any Lien upon any of its property or assets other than restrictions and conditions imposed by law or by any Loan Document.

(f) Transactions with Affiliates . Except as contemplated by the exceptions set forth in Section 6.01(d)(ii) and except as contemplated by the Loan Documents (subject to Section 6.01(e) ), sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates.

(g) Other Agreements . Permit or enter into any waiver, supplement, modification, amendment, termination (except pursuant to the terms of such agreements) or release of the certificate of formation or limited liability company agreement of the Borrower without the prior written consent of the Administrative Agent or the Required Lenders.

ARTICLE VII

Events of Default

SECTION 7.01 Events of Default . In case of the happening of any of the following events (“ Events of Default ”):

(a) any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings hereunder (except for Section 3.18 ), or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished which, if capable of correction, continues to be incorrect in any material respect for a period of 10 Business Days after notice thereof from the Administrative Agent to the Borrower or Guarantor, as applicable;

(b) the Borrower’s failure to pay any principal of the Loan within one Business Day when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof (including pursuant to Section 2.08 ) or by acceleration thereof or otherwise;

(c) the Borrower’s failure to pay any interest on the Loan or any fees or other amount (other than an amount referred to in (b) above) within one Business Day when due under any Loan Document, when and as the same shall become due and payable; provided , however , it shall not be an Event of Default if the Available Distribution Amount on such Payment Date is insufficient to pay the entire amount of interest otherwise due on such Payment Date (other than on the Maturity Date), other than due to the breach of the Borrower or the Guarantor of any agreement or covenant set forth herein or in any of the other Loan Document or if such failure is caused solely by the Administrative Agent;

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(d) default shall be made in the due observance or performance by the Borrower of any covenant, condition or agreement contained (i) in Section.5.01(a) , or in Article VI or (ii) in Section 5.01(c)(iv) and with respect to this clause (ii) , such default shall continue unremedied for a period of 5 Business Days after the date such reports were required to be delivered;

(e) default shall be made in the due observance or performance by the Borrower or the Guarantor of any covenant, condition or agreement contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 10 calendar days after written notice thereof from the Administrative Agent or any Lender to such party, provided , that with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, if the default is not curable in such 10 calendar day period, the time to cure shall be extended so long as the Borrower and/or Guarantor are proceeding diligently to a cure;

(f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrower, or of a substantial part of the property or assets of the Borrower, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of the property or assets of the Borrower or (iii) the winding-up or liquidation of the Borrower; and in each such event, the proceeding or petition referred to above shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(g) the Borrower shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (f) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Borrower or for a substantial part of the property or assets of such Borrower, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(h) one or more judgments for the payment of money shall be rendered against the Borrower and, in each case, the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Borrower to enforce any such judgment;

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(i) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the assets or properties covered thereby;

(j) the Borrower shall become an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(k) Great American Group, LLC fails to own, directly or indirectly, 80% of the outstanding membership interests of the Borrower;

(l) there shall have occurred a material adverse change in the business, operations, financial condition or properties of the Borrower or Guarantor;

(m) the Borrower shall have defaulted under, or there shall exist an event of default with respect to, any indenture, loan agreement or other credit agreement to which the Borrower is a party that is not cured within 10 Business Days, and such debt is accelerated prior to its due date;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (f) or (g) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) declare in writing that an Event of Default has occurred and (ii) declare in writing the Loan to be forthwith due and payable in whole or in part, whereupon the principal of the Loan so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; the Commitments shall automatically terminate; and in any event with respect to the Borrower described in paragraph (f) or (g) above, the outstanding principal amount of the Loan, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VIII

The Administrative Agent and the Collateral Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII , the Administrative Agent and the Collateral Agent are referred to collectively as the “ Agents ”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably

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incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.

The financial institution serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such financial institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or other Affiliate thereof as if it were not an Agent hereunder.

Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 ), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the financial institution serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 ) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all, the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01 Notices . Notices and other communications provided for herein shall be in writing (including facsimile or electronic transmission) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or transmitted electronically, as follows:

(a) if to the Borrower, to it at Nine Parkway North, Suite 300, Deerfield, Illinois 60015, Attention: Mark Naughton, Facsimile No.: 847.444.1401, E-mail: mnaughton@greatamerican.com;

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(b) if to the Administrative Agent or the Collateral Agent, to Garrison Loan Agency Services LLC, 1350 Avenue of the Americas, New York, New York 10019, Attention: Brian Chase, Facsimile No.: (212) 372-9525, E-mail: bchase@garrisoninv.com;

(c) if to Garrison Special Opportunities Fund LP to Garrison Special Opportunities Fund LP, 1350 Avenue of the Americas, New York, New York 10019, Attention: Brian Chase, Facsimile No.: (212) 372-9525, E-Mail: bchase@garrisoninv.com;

(d) if to Gage Investment Group LLC, 5001 West Lemon Street, Tampa, FL 33609, Attention: J. Tim Pruban, Facsimile No.: (813) 281.0063, E-Mail: t.pruban@focusmg.com.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, sent by facsimile or transmitted electronically or on the date five Business Days after dispatch by certified or registered mail, return receipt requested, if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01 .

SECTION 9.02 Survival of Agreement . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lender and shall survive the making by the Lender of the Loan, regardless of any investigation made by the Lender or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on the Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of Sections 2.13 , and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions, the repayment of any of the Loan, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Financing Party.

SECTION 9.03 Binding Effect . This Agreement shall become effective when it shall have been executed by the parties hereto.

SECTION 9.04 Successors and Assigns .

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the parties hereto that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b) A Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan at the time owing to it); provided , however , that the parties to each such assignment shall execute an Assignment and Acceptance. From and after the effective date

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specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13 and 10.05 with respect to matters arising prior to the date such assigning Lender ceases to be a party to this Agreement, as well as to any fees accrued for its account and not yet paid). Any assignment or transfer by the Lender of rights or obligations under this Agreement and the other Loan Documents that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balance of the Loan, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of a Loan Party or the performance or observance by a Loan Party of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05 or delivered pursuant to Section 5.01(c) , 5.02(a) or 5.03(a) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loan owing to,

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each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive (absent manifest error) and the Borrower, the Administrative Agent, the Collateral Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Each Lender may without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided , however , that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the benefit of the cost protection provisions contained in Section 2.13 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant) and (iv) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loan and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loan, extending any scheduled principal payment date or date fixed for the payment of interest on the Loan, increasing or extending the Commitments or releasing all or any substantial part of the Collateral).

(f) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04 , after Notice to Borrower, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided , however , that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lender pursuant to Section 9.16 .

(g) Any Lender may at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided , however , that no such assignment shall release such Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(h) The Borrower shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent or the Required Lenders, and any attempted assignment without such consent shall be null and void.

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(i) Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle (an “ SPC ”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of the Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided , however , that the aggregate principal amount of the Loan assigned to such SPC shall not exceed 10% of the total assets of such SPC (after giving effect to the assumption of such Loan); provided further , however , that (i) nothing herein shall constitute a commitment by any SPC to make the Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04 , any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in the Loan to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of the Loan and (ii) disclose on a confidential basis any non-public information relating to the Loan to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

SECTION 9.05 Expenses; Indemnity .

(a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Financing Parties in connection with the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions shall be consummated) or incurred by the Financing Parties in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, or in connection with the Loan made hereunder, but specifically excluding any fees, charges and disbursements of Kirkland & Ellis LLP, counsel for the Financing Parties, except to the extent of fees and expenses incurred in connection with the preparation and/or negotiation of the proposal letter, summary of terms, this Agreement or the other Loan Documents or Security Documents in an amount not to exceed $15,000, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Lender.

(b) The Borrower agrees to indemnify the Financing Parties and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and

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related expenses (but specifically excluding any special, indirect, consequential or punitive damages), including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any the other Loan Documents or any agreement or instrument contemplated thereby, the performance by the Borrower of its obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loan, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided , however , that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee.

(c) To the extent that the Borrower or the Guarantor fails to pay any amount required to be paid by it to the Administrative Agent or the Collateral Agent under paragraph (a) , (b) , (c) or (d) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Credit Exposure and unused Commitments at the time.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Loan or the use of the proceeds thereof.

(e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions, the repayment of any of the Loan, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Financing Party. All amounts due under this Section 9.05 shall be payable on written demand therefor.

SECTION 9.06 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, after providing two Business Days written notice to Borrower, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

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SECTION 9.07 Applicable Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 9.08 Waivers; Amendment .

(a) No failure or delay of any Financing Party in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Financing Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other. Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, the Administrative Agent and the Required Lenders; provided , however , that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on the Loan, or waive or excuse any payment due to a Lender or any part thereof, or decrease the rate of interest on the Loan, without the prior written consent of each Lender affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees payable hereunder to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.12 , the provisions of Section 9.04(j) , the provisions of this Section, the definition of the term “Required Lenders” or release all or any substantial part of the Collateral, without the prior written consent of each Lender, or (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.

SECTION 9.09 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in

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accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon to the date of repayment, shall have been received by such Lender.

SECTION 9.10 Entire Agreement . This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of the Financing Parties) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11 .

SECTION 9.12 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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SECTION 9.14 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15 Jurisdiction; Consent to Service of Process .

(a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Financing Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against a Loan Party or its properties in the courts of any jurisdiction.

(b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.16 Confidentiality . Each of the parties hereto agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees, investors and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.16 , to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or a Lender or any of their respective obligations, (f) with the consent of the Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this

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Section 9.16 . For the purposes of this Section, “ Information ” means all information received from any party hereto or their its Affiliates (other than any investor in Garrison Special Opportunities Fund LP), other than any such information that was available to a party hereto on a nonconfidential basis prior to its disclosure; provided , however , that, in the case of Information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord its own confidential information. Notwithstanding anything herein to the contrary, each party to this Agreement (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, tax treatment and tax structure shall not include the identity of any existing or future party (or any Affiliate of such party) to this Agreement.

SECTION 9.17 [ Reserved ]

SECTION 9.18 Tax Treatment . It is the intent of each of the parties hereto that the Loan will be treated as indebtedness, including for United States federal, state and local income tax purposes, and each of the parties hereto agrees to treat the Loan as indebtedness for all purposes, including in connection with any United States federal, state or local income tax filing.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC, as Borrower

by:		/s/ Harvey Yellen
Name:		Harvey Yellen
Title:		Manager

by:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Manager

GARRISON LOAN AGENCY SERVICES LLC, as Administrative Agent and Collateral Agent

by		/s/ Joseph Tansey
Name:		Joseph Tansey
Title:		Co-President

GARRISON SPECIAL OPPORTUNITIES FUND LP, as a Lender

by		/s/ Joseph Tansey
Name:		Joseph Tansey
Title:		Co-President

GAGE INVESTMENT GROUP LLC, as a Lender

by		/s/ J. Tim Pruban
Name:
Title:

Credit Agreement

EXHIBIT A

FORM OF LOAN REQUEST

Garrison Loan Agency Services LLC,

as Administrative Agent

1350 Avenue of the Americas

New York, New York 10019

Attention: Brian Chase

Dear Sirs:

Reference is made to the Credit Agreement, dated as of May 29, 2008 (the “ Credit Agreement ”), among the undersigned, as Borrower, Garrison Special Opportunities Fund LP, as a Lender, Gage Investment Group LLC, as a Lender, and Garrison Loan Agency Services LLC as Administrative Agent and Collateral Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Loan Request.

The Borrower hereby requests a Loan as follows:

(A)

Loan amount: $12,000,000

(B)

Date of Loan:

(C)

Wire Transfer Instructions for disbursement of Loan funds:

Bank:

Routing Number:

Account Number:

Name of Account:

Attention:

The Borrower hereby declares the following:

1. As of the Funding Date no Event of Default or Default has occurred and is continuing.

2. The representations and warranties of the Borrower set forth in Article III and in each other Loan Document are true and correct in all material respects on and as of the Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.


Very Truly Yours,

GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC
GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC

By:
Name:
Title:

Credit Agreement

EXHIBIT B

FORM OF PROMISSORY NOTE


$12,000,000		May 29, 2008

FOR VALUE RECEIVED, the undersigned, GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC, a California limited liability company (the “Borrower”), HEREBY PROMISES TO PAY to the order of GARRISON SPECIAL OPPORTUNITIES FUND LP, a Delaware limited partnership, and GAGE INVESTMENT GROUP LLC, a Delaware limited liability company, together with their successors and assigns (the “Lender”), in lawful money of the United States of America and in immediately available funds, the amount of TWELVE MILLION DOLLARS ($12,000,000) or, if less, the aggregate unpaid amount of the Loan made to the undersigned under the “Credit Agreement” (as hereinafter defined). All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement.

This Promissory Note is issued pursuant to that certain Credit Agreement dated as of May 29, 2008 among the Borrower, the Lender, the other lenders party thereto and Garrison Loan Agency Services LLC (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement and all of the other Loan Documents referred to therein. Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loan evidenced hereby is made and is to be repaid. The date and amount of the Loan made by the Lenders to the Borrower, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by each Lender on its books; provided that the failure of a Lender to make any such recordation shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or this Promissory Note in respect of the Loan actually made by the Lenders to the Borrower.

The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the Credit Agreement.

If any payment on this Promissory Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

On and after the Maturity Date, this Promissory Note may, as provided in the Credit Agreement, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.

Time is of the essence of this Promissory Note. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower.

Credit Agreement

THIS PROMISSORY NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS PROMISSORY NOTE).


GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC

By:
Name:
Title:

Credit Agreement

SCHEDULE A


LENDER		COMMITMENT

Garrison Special Opportunities Fund LP		$11,760,000

Gage Investment Group LLC		$240,000

Credit Agreement

Exhibit 10.2

GREAT AMERICAN GROUP, LLC GUARANTY

This GREAT AMERICAN GROUP, LLC GUARANTY (this “ Guaranty ”), dated as of May 29, 2008, is entered into by Great American Group, LLC, a California limited liability company (“ Guarantor ”), in favor of Garrison Special Opportunities Fund LP., a Delaware limited partnership (“ GSOP ”), Gage Investment Group, LLC, a Delaware limited liability company (“ GAGE ” and together with GSOP, the “ Lenders ”) and Garrison Loan Agency Services LLC (“ Administrative Agent ” and together with the Lenders, the “ Financing Parties ”).

RECITALS

The Guarantor is the sole member of Great American Group Energy Equipment, LLC (the “ Borrower ”). The Borrower, the Lenders and the Administrative Agent entered into a Credit Agreement, dated as of May 29, 2008 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have agreed to make a Loan to Borrower upon the terms and subject to the conditions set forth therein.

The Financing Parties require that Guarantor execute and deliver this Guaranty in favor of the Financing Parties (i) in order to secure, to the limited extent provided herein, the payment, observance and performance of the Guaranteed Principal Obligations as defined in Section 2(a) below, the Guaranteed Operating Expenses Obligations as defined in Section 2(b) below and (ii) as a condition precedent to the Lenders’ obligation to make a Loan to Borrower pursuant to the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and to induce the Financing Parties to enter into the Credit Agreement and to induce the Lenders to make a Loan to Borrower pursuant to the Credit Agreement, Guarantor hereby agrees with the Financing Parties as follows:

1. Defined Terms .

(a) Capitalized terms used but not otherwise defined in this Guaranty shall have the meanings specified therefor in the Credit Agreement.

(b) The words “hereof,” “herein” “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) “Limited Principal Guaranty Cap” shall mean, as of any date of determination, an amount equal to $1,200,000.

(e) “Limited Operating Expenses Guaranty Cap” shall mean, as of any date of determination, an amount equal to $700,000.

2. Guaranty .

(a) Guarantor, irrevocably and unconditionally guarantees, as primary obligor, and not merely as surety, the due and punctual payment in full of the outstanding principal amount of the Loans payable by the Borrower to the Financing Parties under the Credit Agreement (collectively, the “ Guaranteed Principal Obligations ”) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise, provided , however that the Guarantor shall not be required to make payments in respect of the Guaranteed Principal Obligations in excess of the Limited Principal Guaranty Cap.

(b) Guarantor, irrevocably and unconditionally guarantees, as primary obligor, and not merely as surety, the due and punctual payment in full of the Operating Expenses payable by the Borrower pursuant to Section 5.01(b) of the Credit Agreement (collectively, the “ Guaranteed Operating Expenses Obligations ”) when the same shall become due and payable, provided , however that the Guarantor shall not be required to make payments in respect of the Guaranteed Operating Expenses Obligations in excess of the Limited Operating Expenses Guaranty Cap.

(c) Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Financing Parties on account of its liability hereunder, it will notify the Financing Parties in writing that such payment is made under this Guaranty for such purpose. No payment or payments made by any other person or received or collected by the Financing Parties from any other person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder.

(d) This Guarantee is a guarantee of payment, performance and compliance and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by Borrower, or any other person or upon any other event, contingency or circumstance whatsoever. If, for any reason whatsoever, any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations shall not be paid or performed when due, then Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid in full the entire amount of such Guaranteed Principal Obligations or such Guaranteed Operating Expenses Obligations, as applicable, at the place specified in the Credit Agreement, or perform or comply with the same or cause the same to be performed or complied with.

3. No Subrogation, Contribution, Reimbursement, or Indemnity . Notwithstanding anything to the contrary in this Guaranty, so long as the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations are outstanding, Guarantor hereby agrees until the Guaranteed Principal Obligations and Guaranteed Operating Expenses Obligations are indefeasibly paid in full, it will not exercise any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under Title 11 of the United States Code, as the same may be amended from time to time, under common law or otherwise) of Lenders against Borrower, or any other person for the payment of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations. The provisions of this Section 3 shall survive the term of this Guaranty, until the indefeasible payment in full of the Guaranteed Principal Obligations and Guaranteed Operating Expenses Obligations.

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4. Amendments with Respect to the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations . Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations made by the Financing Parties may be rescinded by the Financing Parties, and any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations continued, and the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Financing Parties, and the Credit Agreement, and any other Loan Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Financing Parties may deem advisable from time to time, and any collateral security, guaranty or right of offset at any time held by the Financing Parties for the payment of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations may be sold, exchanged, waived, surrendered or released. The Financing Parties shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations or for this Guaranty or any property subject thereto. Notwithstanding the foregoing, the Guaranteed Principal Obligations shall not include, and Guarantor shall have no obligations hereunder with respect to, any increase in the principal amount of the Loan made to Borrower under the Credit Agreement or in the rate of interest accruing thereon or in any other amounts due and owing by Borrower to the Lenders thereunder, to the extent that such increase results from any written amendment or waiver of any provision of the Credit Agreement which is made or consented to by Borrower without the prior written consent of Guarantor.

5. Guaranty Absolute and Unconditional .

(a) Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations and notice of or proof of reliance by the Financing Parties upon this Guaranty or acceptance of this Guaranty; the Guaranteed Principal Obligations and Guaranteed Operating Expenses Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between Borrower and Guarantor, on the one hand, and the Financing Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty.

(i) This Guaranty shall be construed as a continuing, absolute and unconditional guaranty of payment without regard to:

(A) the validity, regularity or enforceability of the Credit Agreement, any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses

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Obligations, or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Financing Parties,

(B) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Financing Parties;

(C) any termination, amendment or modification of or deletion from or addition or supplement to or other change in any Loan Document;

(D) any furnishing or acceptance of any security, or any release of any security for the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations or the failure of any security or the failure of any person to perfect any interest in any collateral;

(E) any failure, omission or delay on the part of Borrower or Guarantor to conform to or comply with any term of any Loan Document;

(F) any waiver of the payment, performance or observance of any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations, or any other waiver, consent, extension, indulgence, compromise, settlement, release or other action or inaction under or in respect of any Loan Document or any Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations;

(G) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to Borrower or Guarantor or any other person or any of their respective properties, or any action taken by any trustee or receiver or by any court in any such proceeding;

(H) any merger or consolidation of Borrower, Guarantor or any of its Subsidiaries into or with any other entity, or any sale, lease or transfer of any of the assets of Guarantor of any of its subsidiaries to any other person;

(I) any change in the ownership of any equity interest of Borrower, or Guarantor or any of its Subsidiaries or any change in the relationship between Borrower and Guarantor and any other person, or any termination of such relationship; or

(J) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance (with or without notice to or knowledge of Borrower or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor, in bankruptcy or in any other instance.

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(b) When pursuing its rights and remedies hereunder against Guarantor, the Financing Parties may, but shall be under no obligation to, pursue such rights and remedies as it may have against Borrower or any other person or against any collateral security or guaranty for the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations or any right of offset with respect thereto, and any failure by the Financing Parties to pursue such other rights or remedies or to collect any payments from Borrower or any such other person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of Borrower or any such other person or of any such collateral security, guaranty or right of offset, shall not relieve Guarantor (except as it has been expressly released in writing) of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Financing Parties against Guarantor. Guarantor hereby waives any requirement that Borrower or any other person be joined in or made a party to any action to enforce this Guaranty or any right or remedy hereunder,

6. Waiver . Guarantor unconditionally waives, to the extent permitted by applicable law, (a) notice of any of the matters referred to in Section 5 above, (b) notice to Guarantor of the incurrence of any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations, (c) notice to Guarantor that may be required, by statute, rule of law or otherwise, to preserve any rights of the Financing Parties against Guarantor, (d) presentment to or demand of payment from Guarantor or any other person with respect to any amount due under the Loan Documents or protest for nonpayment or dishonor, (e) any right to the enforcement, assertion or exercise by the Financing Parties of any right, power, privilege or remedy conferred in any Loan Document or otherwise, (f) any requirement of diligence on the part of the Financing Parties, (g) any requirement to exhaust any remedies or to mitigate the damages resulting from any default under the Loan Documents, (h) any notice of any sale, transfer or other disposition by the Financing Parties of any right, title to or interest in the Loan Documents, and (i) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

7. Reinstatement . This Guaranty shall continue to be effective, or to be automatically reinstated, as the case may be, if any payment, or any part thereof, of any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations is rescinded or must otherwise be restored or returned by the Financing Parties upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for Borrower or Guarantor or any substantial part of their respective Property, or otherwise, all as though such payments had not been made.

8. Payments . Any amount received by the Financing Parties from whatsoever source and applied to the payment of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations shall be applied in accordance with the terms of the Credit Agreement.

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9. Representations and Warranties; Covenants . The representations and warranties and covenants made by Guarantor in the Credit Agreement are incorporated herein by reference as if made by Guarantor herein.

10. Notices . Except as otherwise expressly permitted by this Guaranty, all notices, requests and other communications provided for herein shall be given or made in writing (including, without limitation, by telex or telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Guaranty, all such communications shall be deemed to have been duly given when transmitted by telex or telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

11. Amendments; Waiver .

(a) Except as otherwise expressly provided in this Guaranty, any provision of this Guaranty may be modified or supplemented only by an instrument in writing signed by Guarantor and the Financing Parties and any provision of this Guaranty may be waived in writing by the Financing Parties.

(b) No failure or delay of the Financing Parties in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Financing Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty or any other Loan Document or consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (a) above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances.

12. Successors and Assigns . This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13. Section Headings . The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Guaranty.

14. Counterparts . This Guaranty may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Guaranty by signing any such counterpart. This Guaranty and the other Loan Documents may be signed and delivered through facsimile signatures, which shall operate as true and effective signatures of the persons sending the facsimile transmission.

15. GOVERNING LAW AND JURISDICTION . THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE

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INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

16. WAIVER OF JURY TRIAL . EACH OF GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. GUARANTOR AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

17. Severability . In the event any one or more of the provisions contained in this Guaranty should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

18. Non-Recourse . Notwithstanding anything contained to the contrary in this Guaranty or any of the other Loan Documents, no member, director, officer, manager, employee or agent of Guarantor shall be personally liable for the payment of any amount due and owing under this Guaranty, including, without limitation, any of the principal of or interest on the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations, any fees or expenses due and owing in connection therewith, any losses or damages sustained by the Financing Parties in connection therewith or other non-performance by Borrower or Guarantor or for any other obligation or liability under this Guaranty or any other Loan Documents, provided , however , that the foregoing limitations on the member, director, officer, manager, employee or agent of Guarantor’s personal liability with respect to principal, interest, fees and expenses, losses or damages shall not impair the validity of the indebtedness secured by the Collateral or the Lien on the Collateral or the right of the Financing Parties as secured party to foreclose and/or enforce or protect its rights in or with respect to the Collateral pursuant to the Loan Documents.

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IN WITNESS WHEREOF, the undersigned have caused this Guaranty to be duly executed and delivered by its duly authorized officer as of the day and year first above written.


Guarantor :	GREAT AMERICAN GROUP LLC

	By:	/s/ Harvey Yellen
	Name:	Harvey M. Yellen
	Title:	Manager/Chairman

	By:	/s/ Andrew Gumaer
	Name:
	Title:

	Address for Notices : Great American Group, LLC 9 Parkway North Suite 300 Deerfield, IL 60015 Facsimile No. (847) 444-1401 With a copy to : Frank J. Taboada Greenberg & Bass LLP 16000 Ventura Boulevard, Suite 1000 Encino, California 91436-2730 Phone: 818-382-6200 Fax: 818-986-6534 Email: ftaboada@greenbass.com

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GSOP :	GARRISON SPECIAL OPPORTUNITIES FUND LP

	By:	/s/ Joseph Tansey
	Name:	Joseph Tansey
	Title:	Co-President

	Address for Notices : Garrison Special Opportunities Fund LP, 1350 Avenue of the Americas, New York, New York 10019 Attention: Brian Chase, Facsimile No.: (212) 372-9225, E-Mail: bchase@garrisoninv.com With a copy to : KIRKLAND & ELLIS LLP Citigroup Center 153 East 53rd Street New York, New York 10022-4611 Attention: Todd A. Miller Telephone: (212) 446-4753 Facsimile: (212) 446-4900

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GAGE :	GAGE INVESTMENT GROUP, LLC

	By:	/s/ J. Tim Pruban
	Name:
	Title:

	Address for Notices : Address for Notices: Gage Investment Group, LLC 5001 West Lemon Street, Tampa, FL 33609, Attention: Tim Pruban, Facsimile No.: (813) 281-0063 E-Mail: t.pruban@focusmg.com

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Exhibit 10.3

SECURITY AGREEMENT

dated as of

May 29, 2008

among

GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC

as Grantor,

GREAT AMERICAN GROUP, LLC

as Member,

and

GARRISON LOAN AGENCY SERVICES LLC

as Collateral Agent

TABLE OF CONTENTS


ARTICLE I. DEFINITIONS		1
SECTION 1.01.	Credit Agreement	1
SECTION 1.02.	Other Defined Terms	1

ARTICLE II. PLEDGE OF SECURITIES		3
SECTION 2.01.	Pledge	3
SECTION 2.02.	Delivery of the Pledged Collateral	4
SECTION 2.03.	Representations, Warranties and Covenants	4
SECTION 2.04.	Registration in Nominee Name; Denominations	5
SECTION 2.05.	Voting Rights; Dividends and Interest	6

ARTICLE III. SECURITY INTERESTS IN PERSONAL PROPERTY		7
SECTION 3.01.	Security Interest	7
SECTION 3.02.	Representations and Warranties	9
SECTION 3.03.	Covenants	10
SECTION 3.04.	Other Actions	12
SECTION 3.05.	Cash System	13

ARTICLE IV. REMEDIES		14
SECTION 4.01.	Remedies Upon Default	14
SECTION 4.02.	Application of Proceeds	16
SECTION 4.03.	Securities Act	16

ARTICLE V. MISCELLANEOUS		17
SECTION 5.01.	Notices	17
SECTION 5.02.	Waivers; Amendment	17
SECTION 5.03.	Collateral Agent’s Fees and Expenses; Indemnification	17
SECTION 5.04.	Successors and Assigns	18
SECTION 5.05.	Survival of Agreement	18
SECTION 5.06.	Counterparts; Effectiveness	18
SECTION 5.07.	Severability	19
SECTION 5.08.	Right of Set-Off	19
SECTION 5.09.	Governing Law; Jurisdiction; Consent to Service of Process	19
SECTION 5.10.	WAIVER OF JURY TRIAL	20
SECTION 5.11.	Headings	20
SECTION 5.12.	Security Interest Absolute	20
SECTION 5.13.	Termination or Release	20
SECTION 5.14.	Collateral Agent Appointed Attorney-in-Fact	21
SECTION 5.15.	Conflict with the Credit Agreement	21


Exhibits
Exhibit 1		Form of Perfection Certificate

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SECURITY AGREEMENT dated as of May 29, 2008, among Great American Group Energy Equipment, LLC, a California limited liability company (the “ Grantor ”), Great American Group, LLC, California limited liability company (the “ Member ”), and Garrison Loan Agency Services LLC, a Delaware limited liability company (as agent on behalf of the Lenders (as defined below), the “ Collateral Agent ”).

Reference is made to (a) the Credit Agreement dated as of May 29, 2008, (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Grantor, the Collateral Agent, Garrison Loan Agency Services LLC, as administrative agent, and the lenders party thereto (the “ Lenders ”) and (b) the Great American Group, LLC Guaranty, dated as of May 29, 2008 (the “ GAG Guaranty ”), by the Member in favor of the Lenders and the Collateral Agent. The Lenders have agreed to extend credit to the Grantor subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lender to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement . (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement or the Credit Agreement have the respective meanings specified therein.

(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Account Debtor ” means any person who is or who may become obligated to the Grantor under, with respect to or on account of an Account.

“ Article 9 Collateral ” is defined in Section 3.01 .

“ Asset Purchase Agreement ” means the Asset Purchase Agreement, dated as of May 16, 2008, between Red River Energy, Inc. and the Member or its designee.

“ Collateral ” is defined in Section 3.01 .

“ Collateral Agent ” is defined in the Preamble.

“ Collection Account ” is defined in Section 3.05(a) .

“ Control Agreement ” means a Control Agreement in the form approved by the Collateral Agent, among the Grantor, the Collateral Agent and a Deposit Bank.

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“ Credit Agreement ” is defined in the preliminary statement of this Agreement.

“ Federal Securities Laws ” is defined in Section 4.03 .

“ General Intangibles ” means all choses in action and causes of action and all other intangible personal property of every kind and nature (other than Accounts) now owned or hereafter acquired by the Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee and other agreements, including but not limited to the Loan Documents), intellectual property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to the Grantor to secure payment by an Account Debtor of any of the Accounts.

“ Grantor ” is defined in the preamble to this Agreement.

“ Lenders ” is defined in the preamble to this Agreement.

“ Member ” is defined in the preamble to this Agreement.

“ Member Obligations ” means (a) the due and punctual payment by the Member of all monetary obligations of the Member to any of the Secured Parties under the GAG Guaranty or any other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (b) the due and punctual performance of all other obligations of the Member under or pursuant to this Agreement and the other Loan Documents to which Member is a party.

“ Member Pledged Equity Interests ” is defined in Section 2.01 .

“ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Obligations ” means (a) the due and punctual payment by the Grantor of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Grantor to any of the Secured Parties under the Credit Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Grantor under or pursuant to the Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment and performance of all the obligations of the Grantor under or pursuant to this Agreement and each of the other Loan Documents.

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“ Perfection Certificate ” means a certificate substantially in the form of Exhibit I, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Financial Officer of the Grantor.

“ Pledged Collateral ” is defined in Section 2.01 .

“ Pledged Debt Securities ” is defined in Section 2.01 .

“ Pledged Securities ” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral or Member Pledged Equity Interests, as applicable, including all certificates, Instruments or other documents representing or evidencing any Pledged Collateral or Member Pledged Equity Interests, as applicable.

“ Pledged Stock ” is defined in Section 2.01 .

“ Purchased Assets ” shall have the meaning given to the term “Assets” in the Asset Purchase Agreement.

“ Secured Parties ” means (a) the Lenders, (b) the beneficiaries of each indemnification obligation undertaken by the Grantor under any Loan Document and (c) the successors and assigns of each of the foregoing.

“ Security Interest ” is defined in Section 3.01 .

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge . (a) As security for the payment or performance, as the case may be, in full of the Obligations, the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of the Grantor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) any Equity Interests obtained in the future by the Grantor and the certificates, if any, representing all such Equity Interests (the “ Pledged Stock ”), (ii) (A) any debt securities in the future issued to the Grantor and (B) the promissory notes and any other Instruments evidencing such debt securities (the “ Pledged Debt Securities ”); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 ; (iv) subject to Section 2.05 , all payments of principal or interest, dividends, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) , (ii) and (iii) above; (v) subject to Section 2.05 , all rights and privileges of the Grantor with respect to the securities and other property referred to in clauses (i) , (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “ Pledged Collateral ”); and (b) as security for the payment or performance, as the case may be, in full of the Member Obligations, the Member hereby assigns and pledges to the Collateral Agent, its successors and

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assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of Member’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) any Equity Interests in the Grantor and the certificates, if any, representing all such Equity Interests, (ii) subject to Section 2.05 , all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Equity Interests referred to in clause (i) above; and (iii) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (ii) above being collectively referred to as the “ Member Pledged Equity Interests ”).

TO HAVE AND TO HOLD the Pledged Collateral, the Member Pledged Equity Interests, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject , however , to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02. Delivery of the Pledged Collateral . (a) The Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Collateral.

(b) At such time, if ever, any of the Member Pledged Equity Interests become certificated, the Member agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates representing the Member Pledged Equity Interests.

(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other Instruments of transfer satisfactory to the Collateral Agent and by such other Instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper Instruments of assignment duly executed by the Grantor or Member, as applicable, and such other Instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided , however , that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations, Warranties and Covenants . Each of the Grantor and Member represents, warrants and covenants to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) except for the security interests granted hereunder, it (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I as owned by it, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement, Permitted Liens and transfers made in compliance with the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest

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in or other Lien on, the Pledged Collateral or Member Pledged Equity Interests, as applicable, other than Liens created by this Agreement, Permitted Liens and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and Permitted Liens), however arising, of all Persons whomsoever;

(b) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral or Member Pledged Equity Interests, as applicable, is and will continue to be freely transferable and assignable, and none of the Pledged Collateral or Member Pledged Equity Interests, as applicable, is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral or Member Pledged Equity Interests, as applicable, hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(c) it has the power and authority to pledge the Pledged Collateral or Member Pledged Equity Interests, as applicable, pledged by it hereunder in the manner hereby done or contemplated;

(d) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(e) by virtue of the execution and delivery by it of this Agreement, (i) if such Pledged Securities are certificated, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, or (ii) in the case of uncertificated Pledged Securities, upon the filing of a UCC-1 financing statement with the Secretary of State of the State of California identifying the Pledged Securities as Collateral, the Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations or Member Obligations, as applicable; and

(f) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights granted by the Grantor in the Pledged Collateral or the rights granted by the Member in the Member Pledged Equity Interests, as applicable, as set forth herein.

SECTION 2.04. Registration in Nominee Name; Denominations . The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Grantor or Member, as applicable, endorsed or assigned in blank or in favor of the Collateral Agent. The Grantor or Member, as applicable, will promptly give to the Collateral Agent copies of any written notices or other communications received by it with respect to Pledged Securities registered in its name. The Collateral Agent shall at all times have the right to exchange the certificates, in any, representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

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SECTION 2.05. Voting Rights; Dividends and Interest . (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Grantor or Member, as applicable, in writing, that its rights under this Section 2.05 are being suspended:

(i) The Grantor or Member, as applicable, shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided , however , that such rights and powers shall not be exercised in any manner that could be reasonably expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to the Grantor or Member, as applicable, or cause to be executed and delivered to the Grantor or Member, as applicable, all such proxies, powers of attorney and other Instruments as such party may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) The Grantor or Member, as applicable, shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided , however , that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by the Grantor or Member, as applicable, shall not be commingled by it with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lenders and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b) During the existence of an Event of Default, after the Collateral Agent shall have notified the Grantor or Member, as applicable, in writing, of the suspension of its rights under paragraph (a)(iii) of this Section 2.05 , then all rights of the Grantor to dividends, interest, principal or other distributions that it is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by the Grantor contrary to the provisions of this

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Section 2.05 shall be held in trust for the benefit of the Lenders, shall be segregated from other property or funds of the Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02 . After all Events of Default have been cured or waived and the Grantor or Member, as applicable, has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to the Grantor (without interest) all dividends, interest, principal or other distributions that the Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account.

(c) During the existence of an Event of Default, after the Collateral Agent shall have notified the Grantor or Member, as applicable, in writing, of the suspension of its rights under paragraph (a)(i) of this Section 2.05 , then all rights of the Grantor or Member, as applicable, to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05 , and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.05 , shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers.

(d) Any notice given by the Collateral Agent to the Grantor or Member under this Section 2.05 (i) may be given by telephone if promptly confirmed in writing and (ii) may suspend the rights of the Grantor or Member, as applicable, under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional written notices from time to time suspending other rights as long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest . (a) As security for the payment or performance, as the case may be, in full of the Obligations, the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “ Security Interest ”) in, all right, title or interest in or to any and all Purchased Assets; the Collection Account, and the cash, investments, and other assets held therein; and any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Article 9 Collateral ,” and together with the Pledged Collateral, the “ Collateral ”):

(i) all Accounts;

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(ii) all Chattel Paper (whether tangible or electronic);

(iii) all Commercial Tort Claims;

(iv) all Deposit Accounts, all cash, and all other property from time to time deposited therein and the monies and property in the possession or under the control of the Collateral Agent or any affiliate, representative, agent or correspondent of the Collateral Agent;

(v) all Documents;

(vi) all Equipment;

(vii) all General Intangibles (including, without limitation, all Payment Intangibles);

(viii) all Goods;

(ix) all Instruments (including, without limitation, Promissory Notes);

(x) all Inventory;

(xi) all Investment Property;

(xii) all Letter-of-Credit Rights;

(xiii) all Supporting Obligations;

(xiv) all other tangible and intangible personal property of the Grantor (whether or not subject to the New York UCC), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Grantor described in the preceding clauses of this Section 3.01 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of the Grantor or any other Person from time to time acting for the Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 3.01 or are otherwise necessary or helpful in the collection or realization thereof; and

(xv) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing.

(b) The Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements describing the Article 9 Collateral or any part thereof and amendments thereto that contain the

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information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether the Grantor is an organization, the type of organization and any organizational identification number issued to it. The Grantor agrees to provide such information to the Collateral Agent promptly upon request.

The Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto describing the Article 9 Collateral if filed prior to the date hereof.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of the Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 3.02. Representations and Warranties . The Grantor represents and warrants to the Collateral Agent and the Secured Parties that:

(a) Upon the consummation of the Purchase Agreement, it shall have good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of the Grantor, is correct and complete as of the Closing Date. The Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations prepared by or on behalf of the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Grantor to the Collateral Agent after the date hereof in the case of filings, recordings or registrations required by Section 5.01(g) of the Credit Agreement), are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and (ii) upon the filing of a UCC-1 financing statement with the Secretary of State of the State of California properly identifying the Collateral, a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and

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its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted Liens that have priority as a matter of law.

(d) The Article 9 Collateral is owned by the Grantor free and clear of any Lien, except for the Lien hereunder and Permitted Liens. The Grantor has not filed or consented to the filing of (i) any financing statement or analogous document that names the Grantor as debtor under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which the Grantor assigns any Article 9 Collateral or any security agreement or similar Instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar Instrument is still in effect, except, in each case, for the Lien hereunder and Permitted Liens.

SECTION 3.03. Covenants . (a) The Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its name, (ii) in its identity or type of organization, (iii) in its organizational identification number or (iv) in its jurisdiction of organization. The Grantor agrees to promptly provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. The Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral. The Grantor agrees promptly to notify the Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Grantor is damaged or destroyed.

(b) The Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as is consistent with its current practices, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Article 9 Collateral.

(c) Each fiscal quarter, at the time of delivery of quarterly unaudited financial statements with respect to the preceding fiscal quarter pursuant to Section 5.01(c)(i) of the Credit Agreement, the Grantor shall deliver to the Collateral Agent a certificate executed by a Manager of the Grantor (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c) and (ii) certifying, to such Manager’s knowledge, that all Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (a) of this Section 3.03 to the extent necessary to protect and perfect the Security Interest for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

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(d) The Grantor shall, at its own expense, take any and all actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.01(b) of the Credit Agreement.

(e) The Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further Instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other Instrument, such note or Instrument shall be immediately pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent.

(f) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.01(b) of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent the Grantor fails to do so as required by the Credit Agreement or this Agreement, and the Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided , however , that nothing in this paragraph shall be interpreted as excusing the Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of the Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(g) If at any time the Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, it shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(h) The Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or Instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and the Grantor agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

(i) The Grantor shall not make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as permitted by the Credit Agreement. Except as permitted by the Credit Agreement, the Grantor shall not make or permit to be made any transfer of the Article 9 Collateral and it shall remain at all times in possession of the Article 9 Collateral owned by it,

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except that unless and until the Collateral Agent shall notify the Grantor that an Event of Default shall have occurred and be continuing and that during the existence thereof the Grantor shall not sell, convey, lease, assign, transfer or otherwise dispose of any Article 9 Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantor may use and dispose of the Article 9 Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement, Liquidation Plan or any other Loan Document.

(j) Except as provided in the Credit Agreement or any Loan Document, the Grantor will not, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, compromises, settlements, releases, credits or discounts granted or made in the ordinary course of business and consistent with its current practices.

SECTION 3.04. Other Actions . In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, the Grantor agrees, at its own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments . If the Grantor shall at any time hold or acquire any Instruments, it shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such Instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Deposit Accounts . For each deposit account that the Grantor at any time opens or maintains, including the Collection Account, it shall, either (i) cause the depositary bank to agree to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of the Grantor or any other Person, pursuant to the Control Agreement or such other form reasonably satisfactory to the Collateral Agent or (ii) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the deposit account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such deposit account. The provisions of this paragraph shall not apply to (A) any deposit account for which the Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among the Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein and (B) deposit accounts for which the Collateral Agent or any Lender is the depositary.

(c) Investment Property . Except to the extent otherwise provided in Article II , if the Grantor shall at any time hold or acquire any certificated securities, it shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such Instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by the Grantor are uncertificated and are issued to it or its nominee directly by the issuer thereof, the Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either

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(i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of the Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Grantor are held by it or its nominee through a securities intermediary or commodity intermediary, the Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of the Grantor or such nominee or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Collateral Agent agrees with the Grantor that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

SECTION 3.05. Cash System . (a) The Grantor will establish no later than June 9, 2008, in the name of the Collateral Agent, and subject to the control of the Collateral Agent pursuant to a Control Agreement, for the benefit of the Collateral Agent and the other Secured Parties, a segregated account (the “ Collection Account ”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Collateral Agent on behalf of the Secured Parties. The Grantor shall deposit into the Collection Account Collections with respect to the Collateral on each Business Day of a Monthly Period in accordance with the Credit Agreement.

(b) Any funds on deposit in the Collection Account for more than one Business Day shall at all time be invested in Permitted Investments at the written direction of the Grantor or its agent, subject to the restrictions set forth below. The Deposit Bank shall maintain, or cause to be maintained, possession of the negotiable instruments or securities evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until the time of sale or maturity. Any Permitted Investment with a stated maturity shall mature on or prior to the next Payment Date related to the earliest Monthly Period in which Collections invested in such Permitted Investments were received. On each applicable Payment Date, all interest and earnings (less investment expenses) on funds on deposit in the Collection Account, if any, shall be deposited in the Collection Account. For purposes of determining the availability of funds or the balances in the Collection Account for any reason under this Agreement, all investment earnings on such funds shall be deemed not to be available or on deposit.

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(c) The Collection Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Grantor acknowledges and agrees that (i) it has no right of withdrawal from the Collection Account, (ii) the funds on deposit in the Collection Account shall continue to be collateral security for all of the Obligations and (iii) during the existence of an Event of Default, at the Collateral Agent’s election, the funds on deposit in the Collection Account shall be applied as provided in Section 4.02 hereof. The Collateral Agent agrees that it shall not exercise its rights pursuant to Section 3.05(d) except during the existence of an Event of Default. On each Payment Date, any funds on deposit in the Collection Account (other than amounts attributable to the Monthly Period following the related Monthly Period) shall be applied together with other funds as forth in Section 2.09 of the Credit Agreement.

(d) Effective upon notice to the Grantor from the Collateral Agent during the existence of an Event of Default (which notice may be given by telephone if promptly confirmed in writing), the Collection Account will, without any further action on the part of the Grantor, the Collateral Agent or any Deposit Bank, convert into a closed account under the exclusive dominion and control of the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder (if not already under such dominion and control). The Grantor irrevocably authorizes the Collateral Agent to notify each Deposit Bank (i) of the occurrence of an Event of Default and (ii) of the matters referred to in this paragraph (d ). The Grantor hereby agrees to irrevocably direct the Deposit Bank to comply with the instructions of the Collateral Agent with respect to the Collection Account without further consent from the Grantor or any other Person.

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default . During the existence of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Collateral Agent shall have the right, subject to the requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part

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of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the Grantor 10 days’ prior written notice (which the Grantor agrees, to the extent permitted by applicable law, is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral Agent, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. To the extent permitted by applicable law, any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

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SECTION 4.02. Application of Proceeds . The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel (other than the costs associated with preparing and negotiating this Agreement), the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of the Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the secured parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 4.03. Securities Act . In view of the position of the Grantor in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “ Federal Securities Laws ”) with respect to any disposition of the Pledged Collateral permitted hereunder. The Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. The Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. The Grantor acknowledges and agrees, to the extent permitted by law, that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such

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a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. The Grantor acknowledges and agrees, to the extent permitted by law, that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 4.03 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment . (a) No failure or delay by the Collateral Agent, in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that it would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Grantor or Member, as applicable, therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent may have had notice or knowledge of such Default at the time. No notice or demand on the Grantor or Member, as applicable, in any case shall entitle the Grantor or Member, as applicable, to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

SECTION 5.03. Collateral Agent’s Fees and Expenses; Indemnification . (a) Without limitation of its indemnification obligations under the other Loan Documents, each of Grantor and Member agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless

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from, any and all losses, claims, damages, liabilities and related expenses (but specifically excluding any special, indirect, consequential or punitive damages), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing or any agreement or Instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided , however , that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(b) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable on written demand therefor.

SECTION 5.04. Successors and Assigns . Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties hereto that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 5.05. Survival of Agreement . All covenants, agreements, representations and warranties made by the Grantor or Member, as applicable, in the Loan Documents and in the certificates or other Instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Documents shall be considered to have been relied upon by the Collateral Agent and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by the Collateral Agent or on its behalf and notwithstanding that the Collateral Agent may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid and as long as the Commitments have not expired or terminated.

SECTION 5.06. Counterparts; Effectiveness . This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute single contract, and shall become effective as provided in this Section 5.06 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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SECTION 5.07. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.08. Right of Set-Off . If an Event of Default shall have occurred and be continuing, the Collateral Agent is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by the Collateral Agent to or for the credit or the account of the Grantor or Member, as applicable, against any of and all the obligations of the Grantor or Member, as applicable, now or hereafter existing under this Agreement owed to such Collateral Agent, irrespective of whether or not the Collateral Agent shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of the Collateral Agent under this Section 5.08 are in addition to other rights and remedies (including other rights of set-off) which the Collateral Agent may have.

SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process . (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Grantor or Member, as applicable, or its properties in the courts of any jurisdiction.

(c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 5.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10 .

SECTION 5.11. Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.12. Security Interest Absolute . All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and Member Pledged Equity Interests and all obligations of the Grantor or Member hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or Member Obligations or any other agreement or Instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, Member Obligations or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or Instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Grantor or Member in respect of the Obligations or Member Obligations, as applicable, or this Agreement.

SECTION 5.13. Termination or Release . (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations (other than contingent indemnification obligations, which shall survive) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement.

(b) Upon any sale or other transfer by the Grantor of any Collateral that is permitted under the Credit Agreement or upon written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(c) In connection with any termination or release pursuant to paragraph (a) or (b) hereof, the Collateral Agent shall execute and deliver to the Grantor or Member, as

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applicable, at such party’s expense, all documents that such party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Lenders.

SECTION 5.14. Collateral Agent Appointed Attorney-in-Fact . The Grantor and Member hereby appoint the Collateral Agent the attorney-in-fact of them for the purpose of carrying out the provisions of this Agreement and taking any action and executing any Instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, during the existence of an Event of Default and upon acceleration of the time of payment of the Obligations or Member Obligations, with full power of substitution either in the Collateral Agent’s name or in the name of the Grantor or Member, as applicable, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of the Grantor or Member, as applicable, on any invoice or bill of lading relating to any of the Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (e) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (f) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided , however , that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Grantor or Member for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 5.15. Conflict with the Credit Agreement . To the extent the terms or provisions of this Agreement conflict in any way with the terms or provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern.

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


GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC, as Grantor

By:		/s/ Harvey Yellen
Name:		Harvey Yellen
Title:		Manager

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Manager

GREAT AMERICAN GROUP, LLC,
as Member

By:		/s/ Harvey Yellen
Name:		Harvey Yellen
Title:		Manager

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Manager

GARRISON LOAN AGENCY SERVICES LLC, as Collateral Agent,

By:		/s/ Joseph Tansey
Name:		Joseph Tansey
Title:		Co-President

EXHIBIT I

FORM OF PERFECTION CERTIFICATE

This Perfection Certificate is made as of May 29, 2008. Reference is made to the Credit Agreement, dated as of May 29, 2008, (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Great American Group Energy Equipment, LLC, a California limited liability company, as borrower (the “ Borrower ”), Gage Investment Group, LLC, a Delaware limited liability company, as a lender (“ Gage ”), Garrison Special Opportunities Fund LP, a Delaware limited partnership, as a lender (collectively with Gage, the “ Lenders ”), and Garrison Loan Agency Services LLC, in its capacity as administrative agent (the “ Administrative Agent ”) and as collateral agent (the “ Collateral Agent ”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement referred to therein, as applicable.

The undersigned, manager or authorized signatory of the Borrower, as indicated in the signature block below, hereby certifies to the Lender as follows:

1. Names .(a) The exact name of the Borrower, as such name appears in its certified certificate of formation or charter, is as follows:

(b) Set forth below is each other corporate name Borrower has had in the past five years, together with the date of the relevant change:

(d) Set forth below is the organizational identification number, if any, used by the jurisdiction of organization of the Borrower:

(e) The Borrower was formed on .

2. Current Locations . (a) The mailing address of the Borrower is set forth below:

(b) The jurisdiction of formation or charter of the Borrower is set forth below:

3. UCC Search Reports . UCC search reports have been obtained from the California Secretary of State, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit Agreement.

4. UCC Filings . UCC financing statements in substantially the form of Schedule 1 hereto have been prepared for filing with the California Secretary of State.

5. Debt Instruments . Set forth below is a true and correct list of all Instruments, including any promissory notes, and other evidence of indebtedness held by the Borrower that are required to be pledged under the Security Agreement.

6. Deposit Accounts . Set forth below is a true and correct list of deposit accounts maintained by the Borrower, including the name and address of the depositary institution, the type of account and the account number.

IN WITNESS WHEREOF, the undersigned has duly executed this Perfection Certificate as of the day and year first above written.


GREAT AMERICAN GROUP ENERGY EQUIPMENT, LLC, as Borrower

By:
Name:
Title:

Security Agreement

Exhibit 10.4

NON-NOTIFICATION

FACTORING AND SECURITY AGREEMENT

Date: May 22, 2007.

Name of Client (“Client”) GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC

Client and FCC, LLC, a Florida limited liability company doing business as First Capital Western Region, LLC (“Factor”), hereby agree to the terms and conditions set forth in this Non-Notification Factoring and Security Agreement (“Agreement”):

Section 1. Definitions .

1.1 Defined Terms . Capitalized terms shall have the meanings ascribed to them on Schedule A.

1.2 Other Referential Provisions .

(a) All terms in this Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in any other Factoring Documents, unless the context shall require otherwise.

(b) Except as otherwise expressly provided herein, all accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under GAAP including, without limitation, applicable statements and interpretations issued by the Financial Accounting Standards Board and bulletins, opinions, interpretations and statements issued by the American Institute of Certified Public Accountants or its committees.

(c) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular.

(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

(e) Titles of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, sub clauses, Schedules or Exhibits shall refer to the corresponding Article, Section, Subsection, paragraph, clause or subclause of, or Schedule or Exhibit attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions of, or to schedules or exhibits to, another document or instrument.

(f) Each definition of or reference to a document in this Agreement shall include such document as amended, modified, supplemented or restated from time to time.

(g) Except where specifically restricted, reference to a party to this Agreement includes that party and its successors and assigns.

(h) Any and all terms used in this Agreement which are defined in the UCC shall be construed and defined in accordance with the meaning and definition ascribed to such terms under the UCC, unless otherwise defined herein.

1.3 Exhibits and Schedules . All Exhibits and Schedules attached hereto are incorporated herein by reference and made a part hereof.

Section 2. Purchase & Sale of Accounts .

2.1 Purchase of Accounts . Factor shall, at its discretion, purchase from Client, and Client shall sell to Factor, all of Client’s Accounts existing as of the effective date of this Agreement. From and after the date hereof, immediately upon the creation of each and every Account of Client, such Account shall be sold to Factor hereunder. Upon such sale, Factor shall acquire all of Client’s right, title and interest in and to such Client’s Accounts. Factor shall be the sole and exclusive owner of such Accounts with full power to collect and otherwise deal with such Accounts. All Accounts shall be submitted to Factor on a Schedule of Accounts listing each Account separately. The Schedule of Accounts shall be in such form as Factor may prescribe from time to time and shall be signed by an officer or authorized signer of the Client. Client may submit such Accounts electronically, by facsimile, by mail or other delivery service of Client’s choosing that is approved by Factor. Any Accounts submitted electronically shall be submitted in such electronic format as Factor may require. At the time the Schedule of Accounts is presented, Client shall also deliver to Factor, if requested by Factor, one copy of an invoice for each Account together with evidence of shipment, furnishing and/or delivery of the goods or rendition of service(s).

2.2 Purchase Price .

(a) On the Collection Date applicable to an Account, Factor shall pay to Client the Purchase Price for such Account, less (i) any Reserve or credit balance that Factor, in Factor’s sole discretion, determines to hold, (ii) all Obligations or moneys remitted, paid, or otherwise advanced by Factor to or on behalf of Client (including any amounts which Client may reasonably be obligated to pay in the future), (iii) any other charges provided for by this Agreement or otherwise due Factor by Client, and (iv) any deductions taken by the Customer in connection with such Account.

(b) No discount, credit, allowance or deduction with respect to any Account shall be granted or approved by Client to any Customer without the prior written consent of Factor unless such discount, credit, allowance or deduction is shown on the face of an invoice at the time such invoice is submitted to Factor.

2.3 Reserve . Factor shall be entitled to withhold a Reserve, and may revise the Reserve at any time and from time to time if Factor deems it necessary to do so in order to protect Factor’s interests. Factor may charge against the Reserve any amount for which Client may be obligated to Factor at any time, whether under the terms of this Agreement, or otherwise, including but not limited to the repayment of any Overadvance, any damages suffered by Factor

as a result of Client’s breach of any provision of Section 6 hereof (whether intentional or unintentional), any adjustments due, all Obligations and any attorneys’ fees, costs and disbursements due, provided Factor provides Client with a timely and full accounting with respect to any such charge against the Reserve. Client recognizes than the Reserve represents bookkeeping entries only and not cash funds. It is further agreed that with respect to the balance in the Reserve, Factor is authorized to withhold without giving prior notice to Client, such payments and credits otherwise due to Client under the terms of this Agreement for reasonably anticipated claims or to adequately satisfy reasonably anticipated obligation(s) Client may owe Factor.

2.4 Commission .

(a) For Factor’s services hereunder, Client shall pay and Factor shall be entitled to receive a factoring commission equal to one-quarter of one percent (.25%) of the gross invoice amount of each Account, but in no event less than $5.00 per invoice or credit memo (“Commission”). The Commission shall be due and payable to Factor on the date of creation of each Account and shall be chargeable to Client’s account with Factor.

(b) Factor’s commission is based upon Client’s maximum selling terms of sixty (60) days. Client will not grant additional dating to any Customer without Factor’s prior written approval. If Factor approves extended terms or additional dating, the amount of Commission payable with respect to the Accounts represented thereby shall be increased by twenty-five percent (25%) for each 30 days, or portion thereof, of extended or additional dating. For example, if Factor approves extended terms of ninety (90) days on an account, the Commission on such Account would be increased from 0.25% to 0.3125%.

(c) Subject to Section 10 hereof, the minimum aggregate factoring Commissions payable under this Agreement for each Contract Year or part thereof shall be Twenty-Four Thousand and No/100 Dollars ($24,000), which shall be payable at the rate of Two Thousand and No/100 Dollars ($2,000) per month. To the extent of any deficiency (after giving effect to Commissions payable under the foregoing subsections), the difference between the minimum and the amount already charged shall be chargeable monthly to Client’s account with Factor, or at Factor’s option, payable by Client within five (5) business days of Factor’s demand therefore. Notwithstanding anything to the contrary, in the event that the Commissions charged to Client’s account with Factor or otherwise paid by Client exceeds $2,000 in any given month, such excess shall be credited to the amount payable in the next succeeding month (the parties being in agreement that the intent of this subsection is to ensure a minimum amount of Commissions in each Contract Year and not each Contract month). Client shall pay the difference between the minimum Commissions due hereunder for each Contract Year less the amount of Commissions actually paid to date for such Contract Year prior to the termination of this Agreement.

Section 3. Advances/Collections .

3.1 Advances . In Factor’s sole discretion, in accordance with the terms of this Agreement, Factor may from time to time advance to Client up to ninety percent (90%) of the aggregate Net Invoice Amount of Accounts outstanding at the time any such advance is made, less: (1) Any such Accounts that are in Dispute; (2) any such Accounts that are not Approved

Accounts; (3) the amount of the Reserve and all Obligations; and (4) any interest, fees and other items, actual or estimated, that are chargeable to the Reserve; and (5) that portion of Accounts arising from one Customer that exceeds such aggregate amount limits or concentration levels or limits as Factor may determine are acceptable from time to time, but only to the extent of such excess. Any Advance shall be payable on demand and shall bear interest at the rate set forth in subsection 3.2 below until paid in full. In no event shall the total principal amount of outstanding advances exceed $5,000,000 and Client shall, within five (5) business days after Factor’s demand therefore, pay to Factor any and all amounts necessary to reduce the aggregate outstanding advances below such limit.

3.2 Interest .

(a) Interest upon the daily net balance of all of Client’s Obligations shall be payable at a rate equal to the greater of eight percent (8%) per annum or one percent (1%) above the rate of interest designated by Factor as its Prime Rate, (which is subject to change). Interest shall be charged to Client’s account with Factor as of the last day of each month and shall as of such date constitute Obligations. Any adjustment in the interest rate shall be effective on the next Business Day after any change in the Prime Rate.

(b) If during any month, a net credit balance exists (i.e., the Reserve or credit balance exceeds outstanding Accounts), then Factor shall credit Client’s account as of the last day of each month with interest at a rate equal to six percent (6%) below the Prime Rate.

(c) In the event that the amount of Obligations outstanding from time to time during the term of this Agreement exceeds the amount determined pursuant to subsection 3.1 (the amount of such excess Obligation is hereinafter referred to as an “Overadvance”) then, in such event and until the Overadvance has been duly paid to Factor, Client shall pay to Factor a monthly Overadvance accommodation fee equal to one percent (1%) per month of the average outstanding balance of such Overadvance during each calendar month, multiplied by a fraction the numerator of which is the number of calendar days during such month the Overadvance was in existence, and the denominator of which is thirty (30). Factor agrees to provide Client with a full and detailed accounting with respect to any such claimed Overadvances.

(d) All such Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. To the extent permitted by law and without limiting any other right or remedy of Factor hereunder, whenever there is a Default under this Agreement, the rate of interest on the Obligations shall, at the option of Factor, be increased to a default interest rate by adding five percent (5%) to the interest rate otherwise in effect hereunder. Factor may charge such default interest rate retroactively beginning on the date the applicable Default first occurred or existed. Client acknowledges that: (i) such additional rate is a material inducement to Factor to consider requests for Advances hereunder; (ii) Factor would not have made the Advances in the absence of the agreement of Client to pay such additional rate; (iii) such additional rate represents compensation for increased risk to Factor that it will not be repaid; and (iv) such rate is not a penalty and represents a reasonable estimate of (A) the cost to Factor in allocating its resources (both personnel and financial) to the ongoing review, monitoring, administration and collection of the Advances and Obligations, and (B) compensation to Factor for losses that are difficult to ascertain. In the event of termination of this Agreement by either party hereto, Factor’s entitlement to this charge in the event of any Default will continue until all Obligations are paid in full.

(e) IT IS THE INTENTION OF THE PARTIES HERETO THAT AS TO ALL ACCOUNTS, THE TRANSACTIONS CONTEMPLATED HEREBY SHALL CONSTITUTE A TRUE PURCHASE AND SALE OF ACCOUNT(S) UNDER § 9-318 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF CALIFORNIA AND AS SUCH, THE CLIENT SHALL HAVE NO LEGAL OR EQUITABLE INTEREST IN SUCH PROPERTY SOLD. NEVERTHELESS, IN THE EVENT ANY PORTION OF THIS TRANSACTION IS CHARACTERIZED AS A LOAN, THE PARTIES HERETO INTEND TO CONTRACT IN STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT. IN FURTHERANCE THEREOF SUCH PARTIES STIPULATE AND AGREE THAT NONE OF THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT SHALL EVER BE CONSTRUED TO CREATE A CONTRACT TO PAY, FOR THE USE, FORBEARANCE OR DETENTION OF MONEY, INTEREST IN EXCESS OF THE MAXIMUM RATE (AS HEREINAFTER DEFINED) FROM TIME TO TIME IN EFFECT. NEITHER CLIENT, ANY PRESENT OR FUTURE GUARANTOR OR ANY OTHER PERSON HEREAFTER BECOMING LIABLE FOR THE PAYMENT OF THE ADVANCES, SHALL EVER BE LIABLE FOR ANY OBLIGATION THAT MAY BE CHARACTERIZED AS UNEARNED INTEREST THEREON OR SHALL EVER BE REQUIRED TO PAY ANY OBLIGATION THAT MAY BE CHARACTERIZED AS INTEREST THEREON IN EXCESS OF THE MAXIMUM AMOUNT THAT MAY BE LAWFULLY CHARGED UNDER APPLICABLE LAW FROM TIME TO TIME IN EFFECT, AND THE PROVISIONS OF THIS SECTION SHALL CONTROL OVER ALL OTHER PROVISIONS OF THIS AGREEMENT WHICH MAY BE IN CONFLICT THEREWITH. IF ANY INDEBTEDNESS OR OBLIGATION OWED BY CLIENT HEREUNDER IS DETERMINED TO BE IN EXCESS OF THE LEGAL MAXIMUM, OR FACTOR SHALL OTHERWISE COLLECT MONEYS WHICH ARE DETERMINED TO CONSTITUTE INTEREST WHICH WOULD OTHERWISE INCREASE THE INTEREST ON ALL OR ANY PART OF SUCH OBLIGATIONS TO AN AMOUNT IN EXCESS OF THAT PERMITTED TO BE CHARGED BY APPLICABLE LAW THEN IN EFFECT, THEN ALL SUCH SUMS DETERMINED TO CONSTITUTE INTEREST IN EXCESS OF SUCH LEGAL LIMIT SHALL, WITHOUT PENALTY, BE PROMPTLY APPLIED TO REDUCE THE THEN OUTSTANDING OBLIGATIONS OR, AT FACTOR’S OPTION, RETURNED TO CLIENT OR THE OTHER PAYOR THEREOF UPON SUCH DETERMINATION. IF AT ANY TIME THE RATE AT WHICH INTEREST IS PAYABLE HEREUNDER EXCEEDS THE MAXIMUM RATE, THE AMOUNT OUTSTANDING HEREUNDER SHALL CEASE BEARING INTEREST UNTIL SUCH TIME AS THE TOTAL AMOUNT OF INTEREST ACCRUED HEREUNDER EQUALS (BUT DOES NOT EXCEED) THE MAXIMUM RATE APPLICABLE HERETO. AS USED IN THIS SECTION, THE TERM “APPLICABLE LAW” MEANS THE LAWS OF THE STATE OF CALIFORNIA OR, IF DIFFERENT, THE LAWS OF THE STATE OR TERRITORY IN WHICH THE CLIENT RESIDES, WHICHEVER LAW ALLOWS THE GREATER RATE OF INTEREST, AS SUCH LAWS NOW EXIST OR MAY BE CHANGED OR AMENDED OR COME INTO EFFECT IN THE FUTURE AND THE TERM “MAXIMUM RATE” MEANS THE

MAXIMUM NONUSURIOUS RATE OF INTEREST THAT FACTOR IS PERMITTED UNDER APPLICABLE LAW TO CONTRACT FOR, TAKE, CHARGE OR RECEIVE WITH RESPECT TO THE ADVANCES.

3.3 Collections .

(a) Client shall direct all Customers to send payments or collections to such lockbox as Factor shall direct. Factor shall have the right at any time after the occurrence of a Default and with or without notice to Client, to notify any or all Customers or Customers of the assignment of the Accounts to Factor and to direct such Customers to make payment of all amounts due or to become due to Client directly to Factor. Client agrees not to change any of such instructions or to give its Customers different instructions so long as this Agreement shall remain in effect. To the extent there are no Obligations of Client owed to Factor hereunder and so long as Client is not in Default, Factor shall be deemed to have received any such proceeds of Accounts in excess of the amount of such proceeds to which Factor is entitled as owner of the Accounts as a pure pass-through for and on account of Client.

(b) Factor, as the sole and absolute owner of the Accounts, shall have the sole and exclusive power and authority to collect each such Account, through legal action or otherwise, and Factor may, in its sole discretion, settle, compromise, or assign (in whole or in part) any of such Accounts, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any of such Accounts.

(c) Should Client receive payment of all or any portion of any Account, Client shall immediately notify Factor of the receipt of the payment, hold said payment in trust for Factor separate and apart from Client’s own property and funds, and shall deliver said payment to Factor without delay in the identical form in which received. Should Client receive any check or other payment instrument with respect to any Account and fail to surrender and deliver to Factor said check or payment instrument within three (3) business days, Factor shall be entitled to charge Client a Misdirected Payment Fee to compensate Factor for the additional administrative expenses that the parties acknowledge are likely to be incurred as a result of such breach.

(d) In the event any goods, the sale of which gave rise to an Account, are returned to or repossessed by Client, such goods shall be held by Client in trust for Factor, separate and apart from Client’s own property and subject to Factor’s sole direction and control.

Section 4. Collateral .

4.1 Security Interest . In order to secure the payment of all indebtedness and Obligations of Client to Factor, Client hereby grants to Factor a first priority security interest in and lien upon all of Client’s right, title and interest in and to all of Client’s presently existing or hereafter arising Collateral. Client agrees to comply with all appropriate laws in order to perfect Factor’s security interest in and to the Collateral and to execute such documents as Factor may require from time to time. Client authorizes Factor to file at such times and places as Factor may designate such financing statements, continuations and amendments thereto as are necessary or desirable to perfect Factor’s rights in and give notice of Factor’s purchase of the Accounts under the Uniform Commercial Code in effect in any applicable jurisdiction and Factor’s security

interest in the Collateral. Factor may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Collateral as “all assets” of Client or words of similar effect and which contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether Client is an organization, the type of organization and any organization identification number issued to Client. Client agrees to furnish any such information to Factor promptly upon request. Any such financing statements, continuation statements or amendments may be signed by Factor on behalf of Client or filed by Factor without the signature of Client and may be filed at any time in any jurisdiction. Client acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement naming Client as the debtor and Factor as the secured party without the prior written consent of Factor, and Client agrees that it shall not do so without the prior written consent of Factor. Client hereby ratifies any UCC financing statements previously filed by Factor relating to the Collateral. Factor shall pay the costs of all filings made by Factor hereunder.

Section 5. Power of Attorney .

5.1 Power of Attorney . Client hereby grants to Factor an irrevocable power of attorney authorizing and permitting Factor, at its option, without notice to Client to do any or all of the following: (a) endorse the name of Client on any checks or other evidences of payment whatsoever that may come into the possession of Factor regarding Accounts or Collateral, including checks received by Factor pursuant to Section 9 hereof, (b) receive, open and dispose of any mail addressed to Client and put Factor’s address on any statements mailed to Customers, provided, however, Factor shall turn over to Client all such mail not relating to Accounts or Collateral; (c) pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Accounts or Collateral; (d) upon the occurrence of a Default, notify in the name of the Client, the U.S. Post Office to change the address for delivery of mail addressed to Client to such address as Factor may designate; (e) file any financing statement deemed necessary or appropriate by Factor to protect Factor’s interest in and to the Accounts or Collateral, or under any provision of this Agreement; (f) effect debits to any deposit account or other account that Client or Client’s principals who have executed a guaranty agreement maintain at any bank for any sums due to or from the Client under this Agreement; (g) upon a Default, to prepare and mail all invoices relating to Accounts; and (h) to take all actions necessary and proper in order to carry out this Agreement. The authority granted to Factor herein is irrevocable until this Agreement is terminated and all Obligations are fully satisfied.

Section 6. Client’s Representations, Covenants and Warranties .

6.1 Client’s Representations, Covenants and Warranties . Client, as well as each of Client’s principals, represent, warrant and covenant to Factor that:

(a) Client is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of California and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable;

(b) The execution, delivery and performance by Client of this Agreement does not and will not constitute a violation of any applicable law, violation of Client’s articles of organization, or any material breach of any other document, agreement or instrument to which Client is a party or by which Client is bound. The Agreement is a legal, valid and binding obligation of Client enforceable against it in accordance with its terms;

(c) Client is the sole owner and holder of all Accounts and there is no security interest, lien, judgment or other encumbrance in or affecting such Accounts or any of the other Collateral except as set forth on Schedule 6.1(c) hereof. At the time of assignment to Factor the Account is a valid, bona fide account, representing an undisputed indebtedness incurred by the named Customer for goods actually sold and delivered or for services completely rendered;

(d) Other than those discounts, allowances and deductions set forth on the face of the invoice at the time it was assigned to Factor, there are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Account. Client shall inform Factor, in writing, promptly upon learning that there exists any Dispute. Client shall accept no returns and shall grant no allowance or credit to any Customer without prior written notice to Factor. Client shall submit to Factor credit memos itemized on a separate Schedule of Accounts for all returns and allowances made during the previous week. At Factor’s option, Factor may require that Client pay Factor for the amount of such credit memos, or in Factor’s sole and exclusive discretion, Factor may agree to accept the Schedule of Accounts and apply same against Client’s Reserve;

(e) Client’s address, as set forth below its signature line hereto, is Client’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Accounts and/or Collateral are maintained which shall not be changed without giving thirty (30) days prior written notice to Factor;

(f) Client shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Accounts to Factor. Client shall furnish Factor, upon request, such information and statements, as Factor shall reasonably require from time to time regarding Client’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Client shall provide Factor, (i) on or prior to the 30th day of each quarter, unaudited financial statements with respect to the prior Client quarter, (ii) within ninety (90) days after the end of each of Client’s fiscal year, audited financial statements prepared by a CPA reasonably acceptable to Factor, and (iii) such other information as Factor may reasonably request. Client will furnish to Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that Factor may deem necessary or appropriate from time to time. All statements and reports furnished to Factor hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP;

(g) Client has paid and will pay all taxes and governmental charges imposed with respect to sale of goods and rendition of services and shall furnish to Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements;

(h) Client will promptly notify Factor of (i) the filing of any lawsuit against Client involving amounts greater than $10,000.00, and (ii) any attachment or any other legal process levied against Client.

(i) The application made and information delivered by or on behalf of Client in connection with this Agreement, and the statements made therein are true and correct in all material respects at the time that this Agreement is executed. There is no fact which Client has not disclosed to Factor in writing which could materially adversely affect the properties, business or financial condition of Client, or any of the Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading;

(j) In no event shall the funds paid to Client hereunder be used directly or indirectly for personal, family, household or agricultural purposes;

(k) Client does business under no trade or assumed names except as indicated below. These names are a tradename and/or tradestyle by which Client will or may identify and sell certain of its products and under which Client will or may conduct a portion of its business, and are not an independent corporation or other legal entity. Factor is hereby authorized to receive, endorse and deposit any and all checks sent to it in payment of such Accounts including such checks as are payable to any of the tradestyles or tradenames. Accounts invoiced in the name of any tradename or tradestyle are subject to all of the terms and conditions of this Agreement with the same force and effect as if they were in our corporate name.

Tradenames or Tradestyles: Great American Group

(l) Any invoice or written communication that is issued by Client to Factor by facsimile transmission is a duplicate of the original;

(m) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise that Client remits or causes to be remitted to Factor shall be authentic and genuine; and

(n) Client does not own, control or exercise dominion over, in any way whatsoever, the business of any Account or Customer.

(o) Client will not merge or consolidate with any other Person or sell, transfer, lease, abandon, or otherwise dispose of a substantial portion of Client’s assets or any of the Collateral or any interest therein without the prior written consent of Factor, except that, so long as no Default has occurred and is continuing, Client may sell inventory and replace obsolescent or worn out equipment and other property in the ordinary course of Client’s business.

(p) Client will not obtain or attempt to obtain from any Person other than Factor any loans, advances, or other financial accommodations or indebtedness of any kind, nor will Factor enter into any direct or indirect guaranty of any obligation of another Person. Client will not permit any of Client’s assets or any part of the Collateral to be subject to any Lien.

(q) No Distributions . Client will not retire, repurchase or redeem any of the ownership interest in Client, nor declare or pay any distribution in cash or other property (other than additional ownership interests) to any owner or holder of Client’s ownership interest;

provided , however, that so long as no Default exists Client may make distributions to its members in an amount not to exceed one hundred percent (100%) of Client’s net income, determined in accordance with GAAP during any calendar year.

(r) Loans/Investments . Client will not, without the prior written consent of Factor, make any loans or advances to or extend any credit to any Person except (i) the extension of trade credit in the ordinary course of business; (ii) advances to employees not to exceed an aggregate outstanding amount of $10,000 at any one time outstanding for all employees and (iii) loans or advances to affiliated Persons in an amount not to exceed $500,000 in the aggregate. Client shall not, without the prior written consent of Factor, purchase, acquire or otherwise invest in any Person except: (A) existing investments in Client’s subsidiaries; (B) investments in any Person affiliated with Client (but only to the extent that such investments, together with any loans or advances to affiliated Persons as allowed under clause (iii) above, do not exceed $500,000 in the aggregate); (C) direct obligations of the United States of America maturing within one year from the acquisition thereof; (D) certificates of deposit issued by, on investment accounts in, banks or financial institutions having a net worth of not less than $50,000,000; and (E) commercial paper rated A-1 by Standard & Poor’s Ratings Group or P-1 by Moody’s Investors Service, Inc. Without limiting the generality of the foregoing, Client shall not create any new subsidiary.

Section 7. Administration .

7.1 Disputes/Chargebacks . Client shall notify Factor promptly upon the assertion by a Customer of a Dispute and Factor may charge such Account back to Client. Client agrees to indemnify and hold Factor harmless from and against any and all loss, costs and expenses arising out of Disputes, including collection and reasonable attorneys fees with respect thereto. A chargeback shall not be deemed a reassignment of an Account and title thereto and to the goods represented thereby shall remain in Factor until such time as Factor executes a reassignment of the Account.

7.2 Expenses . Client shall pay all reasonable costs incurred by Factor pursuant to this Agreement, including without limitation, search and filing fees, on line access fees, wire and ACH transfer fees, field examination fees (a maximum of three field examinations per Contract Year as long as no event of default exists, however, if an event of default exists, Factor may perform more than three field examinations per Contract Year), reasonable legal fees (including the allocated cost of internal counsel) for preparation of this Agreement and any other Factoring Documents and the perfection, preservation and enforcement of any of Factor’s rights hereunder. Factor shall provide Client with a full and detailed accounting relating to all expenses charged to Client hereunder.

7.3 Credit Inquiries . Client authorizes Factor to disclose such information as Factor deems appropriate to persons making credit inquiries about Client, provided Factor notifies Client prior to any such disclosure.

Section 8. Accounting Information .

8.1 Accounting Statements . Factor shall provide Client with information on the Accounts and a monthly reconciliation of the factoring relationship relating to billing, collection, Advances and account maintenance such as aging, posting, error resolution and e-mailing or mailing of statements. All of the foregoing shall be in a format and in such detail, as Factor, in its sole discretion, deems reasonable and appropriate. Factor’s books and records shall be admissible in evidence without objection as prima facie evidence of the status of the Accounts and Reserve between Factor and Client. Each statement, report, or accounting rendered or issued by Factor to Client shall be deemed conclusively accurate and binding on Client unless within thirty (30) days after the date of issuance Client notifies Factor to the contrary pursuant to Section 11 hereof, setting forth with specificity the reasons why Client believes such statement, report, or accounting is inaccurate, as well as what Client believes to be correct amount(s) therefore. If the Client gives notice of its disagreement with Factor’s statement, all matters in such statement that are not objected to in Client’s notice shall be deemed conclusively accurate and binding on Client. Client’s failure to receive any monthly statement shall not relieve it of the responsibility to request such statement and Client’s failure to do so shall nonetheless bind Client to whatever Factor’s records would have reported.

8.2 Inspections . Factor shall have the right, during business hours and upon telephone notice to Client, at Client’s expense, to visit and inspect Client’s books and records, and, at Client’s expense, to make and take away copies of Client’s books and records.

Section 9. Defaults and Remedies .

9.1 Default . A Default shall be deemed to have occurred hereunder upon the happening of one or more of the following: (a) after a ten (10) day cure period, Client shall fail to pay as and when due any amount owed to Factor; (b) after a twenty (20) day cure period, any Obligor shall breach any covenant, warranty or representation set forth herein or in any Factoring Document or same shall be untrue when made; (c) any Obligor becomes insolvent in that its debts are greater than the fair value of its assets or it is unable to pay its debts as they mature, or it admits in writing that it is insolvent or unable to pay its debts, makes an assignment for the benefit of creditors, makes a conveyance fraudulent as to creditors under any state or federal law, or a proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they mature, or a involuntary petition under any provision of Title 11 of the United States Code, as amended, or any state insolvency proceeding is filed by or against any Obligor and is not dismissed within thirty (30) days; (d) any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Accounts, the Collateral or any portion thereof and the same is not released within ten (10) days; (e) any Obligor suffers the entry against it for a final judgment for the payment of money in excess of $10,000.00, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such periods and a stay of execution pending such appeal is obtained; (f) any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Client, or by any Obligor or other person on behalf of Client, to Factor is not true and correct in any material respect; (g) Client shall have a federal or state tax lien filed against any of its properties, or shall fail to pay any federal or state tax when due, or shall fail to file any federal or state tax form as and when due after a twenty

(20) day cure period; (h) a material adverse change shall have occurred in Client’s financial condition, business operations; (i) any suspension of the operation of Obligor’s present business; (j) death of any Obligor who was a natural person, or death or withdrawal of any partner of any Obligor that is a partnership, or dissolution, merger, or consolidation of any Obligor that is a corporation, partnership or limited liability company; (k) transfer of a substantial part (determined by market value) of the property of any Obligor without Factor’s prior written consent; (1) sale, transfer or exchange, either directly or indirectly, of a controlling equity ownership interest of any Obligor; (m) termination, unenforceability or withdrawal of any guaranty for the Obligations (other than a termination or release of such guaranty by Factor), or failure of any Obligor to perform any of its obligations under such a guaranty or assertion by any Obligor that it has no liability or obligation under such a guaranty, or (n) Factor shall reasonably deem itself insecure with respect to its interest in the Collateral or prospects for repayment.

9.2 Remedies .

(a) Upon a Default, Factor may, without demand or notice to Client, exercise all rights and remedies available to it under this Agreement, under the UCC or otherwise, including without limitation, terminating this Agreement and declaring all Obligations immediately due and payable provided, however, in the event of a Default described under clause (c) of Section 9.1, such termination and acceleration shall automatically occur without any notice, demand or presentment of any kind.

(b) Without notice to or demand upon Client or any other Person, Factor may make such payments and do such acts as Factor considers necessary or reasonable to protect its security interest in the Collateral. Client authorizes Factor to enter each premises where any Collateral is located, take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest or compromise any lien which in Factor’s opinion appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. Factor may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell the Collateral. Any such sale may be either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms. It is not necessary that the Collateral be present at any such sale.

(c) Factor shall be entitled to any form of equitable relief that may be appropriate without having to establish that any remedy at law is inadequate or other grounds. Factor shall be entitled to freeze, debit and/or effect a set-off against any fund or account Client may maintain with any bank. In the event Factor deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of a Default, Client waives any requirement that Factor post or otherwise obtain or procure any bond. Alternatively, in the event Factor, in its sole and exclusive discretion, desires to procure and post a bond, Factor may procure and file with the court a bond in an amount up to and not greater than $10,000.00 notwithstanding any common or statutory law requirement to the contrary. Upon Factor’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Client waives any right it may be entitled to, including an award of attorney’s fees or costs, in the event any equitable relief sought by and awarded to Factor is thereafter, for whatever reason(s), vacated, dissolved or reversed. All judgments shall bear interest at the lesser of (i) the highest rate allowed by law or (ii) the greater of (x) the rate applicable pursuant to

section 3.2 (d) or (y) 18% per annum. All judgments shall bear interest at the lesser of (i) the highest rate allowed by law, or (ii) the greater of (x) the rate applicable pursuant to section 3.2(d) or (y) 18% per annum.

9.3 Cumulative Rights; Waivers . The occurrence of any Event of Default shall entitle Factor to all of the default rights and remedies (without limiting the other rights and remedies exercisable by Factor either prior or subsequent to a Default) as available to a Secured Party under the Uniform Commercial Code in effect in any applicable jurisdiction. All rights, remedies and powers granted to Factor in this Agreement, or in any other instrument or agreement given by Client to Factor or otherwise available to Factor in equity or at law, are cumulative and may be exercised singularly or concurrently with such other rights as Factor may have. These rights may be exercised from time to time as to all or any part of the Accounts hereunder or the Collateral as Factor in its discretion may determine. In the event that any part of this transaction between Client and Factor is construed to be a loan from Factor to Client, any advances or payments made as the Purchase Price for all Accounts shall be secured by the Accounts and the Collateral. Factor may not be held to have waived its rights and remedies unless the waiver is in writing and signed by Factor. A waiver by Factor of a right, remedy or default under this Agreement on one occasion is not a waiver of any right, remedy or default on any subsequent occasion. No exercise by Factor of one right or remedy shall be deemed an election, and no waiver by Factor of any default on Borrower’s part shall be deemed a continuing waiver. No delay by Factor shall constitute a waiver, election or acquiescence by it.

9.4 Liquidation Success Premium . If Client ceases operating as a going concern or otherwise liquidates or ceases operations (“Client Liquidation”) and Factor shall receive collections or other repayments in excess of the Obligations due hereunder at the time of the Default arising as a result of Client’s Liquidation, Client shall pay to Factor a liquidation success premium equal to 15% of the balance of the Obligations at the time of the Default arising from Client’s Liquidation.

Section 10. Term.

10.1 Term . The Original Term of this Agreement shall be from the date hereof until May , 2009, (the “Original Term”) provided that this Agreement shall be extended automatically for an additional one (1) year terms unless written notice of termination is given by Client to Factor at least sixty (60) days, but not more than ninety (90) days, prior to the end of the Original Term or any extension thereof. Notwithstanding anything herein to the contrary, Factor may terminate this Agreement (i) at any time after the occurrence of a Default, or (ii) upon ninety (90) days written notice, provided however, that if Factor terminates this Agreement prior to the end of the Original Term other than upon the occurrence of a Default, Client shall not be obligated to pay any Termination Fee. Prior to any termination of this Agreement becoming effective, Client shall pay any minimum annual Commission that remains unpaid for the Contract Year in which this Agreement is terminated (the “Termination Fee”); provided, however, that if Factor terminates this Agreement prior to the end of the Term (as the same may be extended) other than upon the occurrence of a Default, Client shall not be obligated to pay any Termination Fee. Notwithstanding payment in full of all Obligations by Client, any such notice of termination is conditioned on Client’s delivery, to Factor, of a general release in a form reasonably satisfactory to Factor. Client understands that this provision constitutes a

waiver of its rights under § 9-513 of the UCC. Factor shall not be required to record any terminations or satisfactions of any of Factor’s liens on the Collateral unless and until Client has executed and delivered to Factor said general release and Client shall have no authority to do so without Factor’s express written consent. Any termination of this Agreement shall not affect Factor’s security interest in the Collateral and Factor’s ownership of the Accounts, and this Agreement shall continue to be effective, until all transactions entered into and Obligations incurred hereunder have been completed and satisfied in full. The indemnification provisions of this Agreement shall survive the termination of this Agreement. All Obligations shall be immediately due and payable in full upon termination of this Agreement.

Section 11. Notices . Any notice or communication with respect to this Agreement shall be given in writing, sent by (i) personal delivery, or (ii) overnight delivery service with proof of delivery, or (iii) United States mail, first-class with postage prepaid, or registered or certified mail, or (iv) prepaid telegram, telex, or telecopy, addressed to each party hereto at its address and to the attention of the person listed as set forth below the signatures of the parties to this Agreement. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of overnight delivery service or telecopy, on the next business day at the receiving location or in the case of mail, upon receipt.

Section 12. Attorney’s Fees . Client agrees to reimburse Factor upon demand for all reasonable attorney’s fees, court costs and other expenses incurred by Factor in the preparation, negotiation and enforcement of this Agreement and protecting or enforcing its interest in the Accounts or the Collateral, or in the representation of Factor in connection with any bankruptcy case or insolvency proceeding involving Client, the Collateral, or any Accounts including any defense of any Avoidance Claims (except to the extent related to Approved Accounts where no Dispute exists). Client hereby agrees to pay such fees, costs and expenses and Factor shall also have the right to charge the Reserve therefore. Notwithstanding the existence of any law, statute or rule, in any jurisdiction which may provide Client with a right to attorney’s fees or costs, Client hereby waives any and all rights to hereafter seek attorney’s fees or costs hereunder and Client agrees that Factor exclusively shall be entitled to indemnification and recovery of any and all attorney’s fees or costs in respect to any litigation based hereon, arising out of, or related hereto, whether under, or in connection with, this and/or any agreement executed in conjunction herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party.

Section 13. Indemnity . Client hereby indemnifies and agrees to hold harmless and defend Factor from and against any and all claims, judgments, liabilities, fees and expenses (including reasonable attorney’s fees) (“Damages”) which may be imposed upon, threatened or asserted against Factor at any time and from time to time in any way connected with this Agreement or the Collateral. The foregoing indemnification shall apply whether or not such Damages are in any way or to any extent owed, in whole or in part, under any claim or theory of strict liability, or are caused, in whole or in part, by any negligent act or omission of Factor.

Section 14. Severability . Each and every provision, condition, covenant and representation contained in this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby.

Section 15. Parties in Interest . All grants, covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Client may not delegate or assign any of its duties or obligations under this Agreement without the prior written consent of Factor. Notwithstanding anything herein to the contrary, the Factor may, without consent of the Client, grant a security interest in, sell or assign, grant or sell participations in or otherwise transfer all or any portion of its rights and obligations hereunder to one or more Persons.

Section 16. Governing Law; Submission to Process and Venue . This Agreement shall be deemed a contract made under the laws of the State of California and shall be construed and enforced in accordance with and governed by the internal laws of the State of California, without reference to the rules thereof relating to conflicts of law. Client hereby irrevocably submits itself to the exclusive jurisdiction of the state and federal courts located in the county of Los Angeles, California, and agrees and consents that service of process may be made upon it in any legal proceeding relating to this Agreement, the purchase of Accounts or any other relationship between Factor and Client by any means allowed under state or federal law. Client hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, that any such proceeding, is brought in any inconvenient forum or that the venue thereof is improper.

Section 17. Complete Agreement . This Agreement, the written documents executed pursuant to this Agreement, if any, and the acknowledgment delivered in connection herewith set forth the entire understanding and agreement of the parties hereto with respect to the transactions contemplated herein and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.

Section 18. Miscellaneous .

(a) Client acknowledges that there is no, and it will not seek or attempt to establish any, fiduciary relationship between Factor and Client, and Client waives any right to assert, now or in the future, the existence or creation of any fiduciary relationship between Factor and Client in any action or proceeding (whether by way of claim, counterclaim, crossclaim or otherwise) for damages.

(b) This Agreement shall be deemed to be one of financial accommodation and not assumable by any debtor, trustee or debtor-in-possession in any bankruptcy proceeding without Factor’s express written consent and may be suspended in the event a petition in bankruptcy is filed by or against Client.

(c) In the event Client’s principals, officers or directors form a new entity, whether corporate, partnership, limited liability company or otherwise, similar to that of Client during the term of this Agreement, such entity shall be deemed to have expressly assumed the obligations due Factor by Client under this Agreement. Upon the formation of any such entity, Factor shall be deemed to have been granted an irrevocable power of attorney with authority to file, on behalf of the newly formed successor business, a new UCC-1 or UCC-3 financing statement with the appropriate secretary of state or UCC filing office. Factor shall be held harmless and be relieved

of any liability resulting from the filing of a financing statement or the resulting perfection of a lien in any of the successor entity’s assets. In addition, Factor shall have the right to notify the successor entity’s Customers of Factor’s lien rights, its right to collect all Accounts, and to notify any new factor or lender who has sought to procure a competing lien of Factor’s right is in such successor entity’s assets.

(d) Client expressly authorizes Factor to access the systems of and/or communicate with any shipping or trucking company in order to obtain or verify tracking, shipment or delivery status of any goods regarding an Account.

(e) Client’s principal(s) acknowledge that the duty to accurately complete each Schedule of Accounts is critical to this Agreement and as such all obligations with respect thereto are non-delegable. Each of Client’s principal(s) acknowledge that he/she shall remain fully responsible for the accuracy of each Schedule of Accounts delivered to Factor regardless of who is delegated the responsibility to prepare and/or complete such Schedule of Accounts.

(f) Client shall indemnify Factor from any loss arising out of the assertion of any Avoidance Claim. Client shall notify Factor within two business days of it becoming aware of the assertion of an Avoidance Claim.

(g) Client agrees to execute any and all forms (i.e., Forms 8821 and/or 2848) that Factor may require in order to enable Factor to obtain and receive tax information issued by the Department of the Treasury, Internal Revenue Service, or receive refund checks.

(h) The Client shall make each payment required hereunder, and/or under any instrument delivered hereunder, without setoff, deduction or counterclaim.

Section 19. Waiver of Jury Trial, Punitive and Consequential Damages, Etc. CLIENT AND FACTOR HEREBY (A) IRREVOCABLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH; (B) CLIENT IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES AND CLIENT HEREBY RELEASES AND EXCULPATES FACTOR, ITS OFFICERS, EMPLOYEES AND DESIGNEES, FROM ANY LIABILITY ARISING FROM ANY ACTS UNDER THIS AGREEMENT OR IN FURTHERANCE THEREOF WHETHER OF OMISSION OR COMMISSION, AND WHETHER BASED UPON ANY ERROR OF JUDGMENT OR MISTAKE OF LAW OR FACT, EXCEPT FOR WILLFUL MISCONDUCT; (C) AND CLIENT CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (D) CLIENT ACKNOWLEDGES THAT FACTOR HAS BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, IN PART, AS A RESULT OF THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

In Witness Whereof, the parties have set their hands and seals on the day and year first hereinabove written.


FCC, LLC, a Florida limited liability company doing business as First Capital Western Region, LLC

By:		/s/ James L. Morrison
Name:		James L. Morrison
Title:		President, Western Region

700 S. Flower Street Suite 2325 Los Angeles, CA 90017 Attention: James L. Morrison


GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC

By:		/s/ Lester M. Friedman
Name:		Lester Friedman
Title:		Manager/Chief Executive Officer

6330 Variel Avenue, Suite 100 Woodland Hills, California 91367 Attention: Lester Friedman

STATE OF CALIFORNIA)

COUNTY OF LOS ANGELES)

I HEREBY CERTIFY that on this day personally appeared before me, officers duly authorized to administer oaths and take acknowledgements, Lester Friedman, as Manager/Chief Executive Officer of Great American Group Advisory & Valuation Services, LLC, a California limited liability company, who has produced the following identification: or (X) who is personally known to me, and who acknowledged before me that he executed the same for the purposes therein expressed, as the act and deed of said limited liability company.

WITNESS my hand and official seal in the County and State last aforesaid on this 7th day of May, 2007.

/s/ Mark R. Raphael

Notary Public, State of California

My Commission Expires: 3/26/10

(SEAL)

SCHEDULE “A”

Definitions

“ Account(s) ” means (i) all “accounts” as defined in the UCC, whether presently existing or hereafter arising due to Client, and (ii) all presently existing or hereafter arising accounts receivable due to Client (including medical and health-care-insurance receivables), book debts, notes, drafts and acceptances and other forms of obligations or rights to payment of a monetary obligation now or hereafter owing to Client, whether arising from the sale or lease of goods or the rendition of services by Client (including any obligation that might be characterized as an account, contract right, general intangible or chattel paper under the UCC), all of Client’s rights in, to and under all purchase orders now or hereafter received by Client for goods and services, all proceeds from the sale of inventory, all monies due or to become due to Client under all contracts for the sale or lease of goods or the rendition of services by Client (whether or not yet earned by performance) (including the right to receive the proceeds of said purchase orders and contracts), all collateral security and guarantees of any kind given by any obligor with respect to any of the foregoing, and all goods returned to or reclaimed by Client that correspond to any of the foregoing and all proceeds of the foregoing.

“ Advance ” means amounts advanced by Factor to or for the benefit of the Client under this Agreement or otherwise, including amounts charged to Client’s account with Factor which are used to pay interest, expenses, fees, commissions, to reimburse Factor for amounts paid by it on behalf of Client or to protect Factor’s rights and interests hereunder including, without limitation, ownership of the Accounts and its security interest in Collateral, and any other items payable by Client to Factor under this Agreement or the Factoring Documents.

“ Agreement ” means this Agreement, including the Exhibits and any Schedules hereto, and all amendments, modifications and supplements hereto and thereto and restatements hereof and thereof.

“ Approved Account ” means an Account representing a sale to a Customer within the terms of a Credit Line established for such Customer on Client’s normal selling terms. “Credit Line” is not defined.

“ Avoidance Claim ” means any claim that any payment received by Factor from or for the account of an Account Debtor is avoidable under the federal Bankruptcy Code or any other debtor relief statute.

“ Chattel Paper ” means (i) all “chattel paper” as defined in the UCC, and (ii) a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

“ Collateral ” means and includes all of Client’s right, title and interest in and to all of Client’s property, whether real or personal, tangible or intangible, now owned or existing or

A-1

hereafter acquired or arising and wherever located, including all of the following: (a) Accounts, (b) Chattel Paper, (c) Deposit Accounts, (d) Documents, (e) General Intangibles (including but not limited to all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Customer or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof), (f) Instruments, (g) Letters of Credit and Letter of Credit Rights, (h) Negotiable Collateral, (i) the Reserve, (j) all Supporting Obligations, and (k) all proceeds and products of the foregoing.

“ Collection Date ” means (a) for payments received by Factor in payment of Accounts, the date a check, draft or other item representing payment on an invoice is posted to Factor’s account plus three (3) business days.

“ Contract Year ” means the twelve month period ending on the date that is twelve months after the effective date of this Agreement and the twelve month period ending on each annual anniversary thereof

“ Customer ” means any Person who is obligated on an Account, Chattel Paper or General Intangible.

“ Default ” means any of the events specified in Section 9 of this Agreement that, with the passage of time or giving of notice or both, would constitute a Default.

“ Deposit Account ” means (i) all “deposit accounts” as defined in the UCC, and (ii) any demand, time, savings, passbook or like account maintained with a bank, savings and loan association, credit union, trust company or like organization, other than an account evidenced by a certificate of deposit that is an instrument under the UCC.

“ Dispute or Disputed Account ” means any claim, whether or not provable, bona fide, or with or without support, made by an Customer as a basis for refusing to pay an Account, either in whole or in part, including, but not limited to, any contract dispute, charge back, credit, right to return goods, or other matter which diminishes or may diminish the dollar amount or timely collection of such Account.

“ Documents ” means a document of title or a receipt of the type described in UCC 7-201(2).

“ Factoring Documents ” means, collectively, this Agreement and any other agreements, instruments, certificates or other documents entered into in connection with this Agreement, including collateral documents, letter of credit agreements, riders covering inventory or other loans, security agreements, pledges, guaranties, validity guaranties, mortgages, deeds of trust, assignments and subordination agreements, and any other agreement executed by Client, any guarantor or any affiliate of Client or any guarantor pursuant hereto or in connection herewith.

“ Financing Statement ” means each Uniform Commercial Code financing statement naming the Factor as purchaser/secured party and the Client as Client/debtor, in connection with this Agreement.

A-2

“ GAAP ” means generally accepted accounting principles consistently applied and maintained throughout the period indicated and consistent with the prior financial practices of the Person referred to.

“ General Intangible ” means (i) all “general intangibles” as defined in the UCC, and (ii) all of Client’s present and future general intangibles and all other presently owned or hereafter acquired intangible personal property of Client (including payment intangibles and any and all choses or things in action, goodwill, patents and patent applications, tradenames, servicemarks, trademarks and trademark applications, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, licenses and rights under any licensing agreement, route lists, infringement claims, software, computer programs, computer discs, computer tapes, literature, reports, catalogs, deposit accounts, tax refunds and tax refund claims) other than goods, Accounts, Chattel Paper, Deposit Accounts, Documents, Instruments, Letters of Credit or Letter of Credit Rights, but specifically including all of Client’s books and records.

“ Instrument ” means (i) all “instruments” as defined in the UCC, and (ii) a negotiable instruments or any other writings that evidence a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment. The term does not include (i) investment property, (ii) Letters of Credit, or (iii) writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for us with the card.

“ Ledger Debt ” means any debt, liability or obligation now or hereafter owing by Client to others, including any present or future client of Factor, which Factor may have obtained or may obtain by purchase, assignment, negotiation, discount, participation or otherwise.

“ Letter of Credit ” means a commercial or stand-by letter of credit issued by or on behalf of or for the benefit of Client.

“ Letter of Credit Right ” means (i) “letter of credit right” as defined in the UCC, and (ii) a right to payment or performance under a Letter of Credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a Letter of Credit.

“ Misdirected Payment Fee ” means fifteen percent (15%) of the amount of any payment on account of an Account which has been received by Client and not delivered in kind to Factor within two (2) business days following the date of receipt by Client.

“ Negotiable Collateral ” means all of Client’s present and future letters of credit, advises of credit, notes, drafts, instruments, and documents, including, without limitation, bills of lading, leases, and chattel paper, and Client’s books and records relating to any of the foregoing.

“ Net Invoice Amount ” means the invoice amount of the Account, less returns (whenever made), all selling discounts (at Factor’s option, calculated on shortest terms), and credits or deductions of any kind allowed or granted to or taken by the Customer at any time.

A-3

“ Obligations ” means all present and future obligations owing by Client to Factor, including interest thereon, whether or not for the payment of money, whether or not evidenced by any note or other instrument, whether direct or indirect, absolute or contingent, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, secured or unsecured, original or renewed or extended, whether presently contemplated or not, regardless of how the same arise, or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, whether arising before, during or after the commencement of any federal Bankruptcy Case in which Client is a debtor, including but not limited to Advances, Ledger Debt, fees and expenses, obligations arising pursuant to guaranties, Letters of Credit or acceptance transactions or any other financial accommodations or agreements between Client and Factor.

“ Obligor ” means Client and any other Person primarily or secondarily, directly or indirectly, liable on any of the Obligations, including, but not limited to, any guarantor thereof (individually an “ Obligor ” and collectively, the “ Obligors ”),

“ Original Term ” means the term of this Agreement as reflected in section 15 hereof and “ Term ” means the Original Term and any extensions thereof.

“ Person ” means an individual, corporation, limited liability company, partnership, association, trust or unincorporated organization or a government or any agency or political subdivision thereof

“ Prime Rate ” means at any time, the rate of interest noted in The Wall Street Journal , Money Rates section, as the “Prime Rate” (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks). In the event that The Wall Street Journal quotes more than one rate, or a range of rates, as the Prime Rate, then the Prime Rate shall mean the average of the quoted rates. In the event that The Wall Street Journal ceases to publish a Prime Rate, then the Prime Rate shall be the average of the three (3) largest U.S. money center commercial banks, as determined by Factor. The “Prime Rate” may not be the lowest or best rate at which Factor calculates interest or extends credit.

“ Purchase Price ” means the Net Invoice Amount less Factor’s factoring Commission.

“ Reserve ” means a bookkeeping account on the books of the Factor representing an unpaid portion of the Purchase Price and such other amounts as Factor deems advisable as security for the payment and performance by Client of its Obligation hereunder.

“ Schedule of Accounts ” means a form supplied by Factor from time to time wherein Client lists all Accounts.

“ Security Interest ” means the right, title and interest in and to and liens of Factor on and in the Collateral.

“ Supporting Obligation ” means (i) a “supporting obligation” as defined in the UCC, and (ii) a Letter of Credit Right or secondary obligation that supports the payment or performance of an Account, Chattel paper, a Document, a General Intangible, an Instrument, or investment property.

A-4

“ Termination Fee ” means the fee payable to Factor Client pursuant to Section 10 hereof.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of California.

A-5

Exhibit 10.5

CREDIT AGREEMENT

Dated as of October 21, 2008

between

GREAT AMERICAN GROUP WF, LLC,

as Borrower,

and

WELLS FARGO RETAIL FINANCE, LLC,

as Lender

TABLE OF CONTENTS


			Page
1.	DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION		1

	1.1	Definitions	1

	1.2	Certain Matters of Construction	20

2.	AMOUNT AND TERMS OF CREDIT		21

	2.1	Advances and Letters of Credit	21

	2.2	Use of Proceeds	25

	2.3	Maturity of Liquidation Loans	25

	2.4	Interest and Letter of Credit Fees	25

	2.5	Fees	28

	2.6	Cash Management Systems	29

	2.7	Payments	32

	2.8	Application and Allocation of Payments	32

	2.9	Loan Account and Accounting	33

	2.10	Disbursement Account	34

	2.11	Indemnity	34

	2.12	Access	35

	2.13	Taxes	36

	2.14	Capital Requirements	36

	2.15	Communication with Accountants and Other Professionals	36

3.	CONDITIONS PRECEDENT		37

	3.1	Conditions to the Occurrence of the Closing Date	37

	3.2	Conditions to each Inventory or Other Assets Advance and Letter of Credit	38

	3.3	Further Conditions to Each Revolving Credit Advance	40

4.	REPRESENTATIONS AND WARRANTIES		40

	4.1	Limited Liability Company Existence; Compliance with Law	40

	4.2	Executive Offices; FEIN; Organizational Number	41

	4.3	Company Power, Authorization, Enforceable Obligations	41

	4.4	Material Adverse Effect	41

	4.5	Agreements Entered Into by Borrower	42

	4.6	Ownership of Property; Liens	42

	4.7	Operations of Borrower; No Employees	42

TABLE OF CONTENTS

(cont’d)


			Page
	4.8	Ventures, Subsidiaries and Affiliates, and Indebtedness	42

	4.9	Requirements of Law	42

	4.10	Margin Regulations	42

	4.11	Taxes	43

	4.12	ERISA	43

	4.13	No Litigation	43

	4.14	Brokers	43

	4.15	Full Disclosure	43

	4.16	Environmental Matters	44

	4.17	Deposit and Disbursement Accounts	44

	4.18	Government Contracts	44

	4.19	Solvency; Fraudulent Transfer	44

	4.20	Liquidation Sales Agreements	45

	4.21	Patriot Act	45

	4.22	No Events of Default	45

	4.23	Use of Proceeds	45

	4.24	Investments	45

	4.25	Indebtedness	46

5.	FINANCIAL STATEMENTS AND INFORMATION		46

	5.1	Reports and Notices	46

	5.2	Reports Relating to Liquidation Sales	46

	5.3	Great American Financial Reports	46

6.	AFFIRMATIVE COVENANTS		47

	6.1	Maintenance of Existence and Conduct of Business	47

	6.2	Payment of Obligations	47

	6.3	Books and Records	48

	6.4	Insurance	48

	6.5	Compliance with Laws	48

	6.6	Supplemental Disclosure	48

	6.7	Intellectual Property	49

	6.8	Environmental Matters	49

	6.9	Further Assurances	49

TABLE OF CONTENTS

(cont’d)


			Page
	6.10	Liquidation Related Agreements	49

	6.11	Investment Proceeds, Etc.	50

	6.12	Immediate Notice to Lender	50

	6.13	Solvency	51

	6.14	Post-Closing Obligations	51

	6.15	Loan Proposals	51

7.	NEGATIVE COVENANTS		52

	7.1	Mergers, Subsidiaries, Etc.	52

	7.2	Liquidation Related Agreements	52

	7.3	Investments: Loans and Advances	52

	7.4	Indebtedness	52

	7.5	Affiliate Transactions	52

	7.6	Capital Structure and Business	52

	7.7	Guaranteed Indebtedness	52

	7.8	Liens	53

	7.9	Sale of Membership Interests and Assets	53

	7.10	ERISA	53

	7.11	Hazardous Materials	53

	7.12	Sale-Leasebacks	53

	7.13	Cancellation of Indebtedness	53

	7.14	Restricted Payments	53

	7.15	Change of Company Name or Location; Change of Fiscal Year	54

	7.16	No Speculative Transactions	54

	7.17	Leases	54

	7.18	Change of Control	54

	7.19	Accounting Methods	54

	7.20	Suspension	54

	7.21	Benefit Plans	54

8.	TERM		54

	8.1	Termination	54

	8.2	Survival of Obligations Upon Termination of Financing Arrangements	54

TABLE OF CONTENTS

(cont’d)


			Page
9.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES		55

	9.1	Events of Default	55

	9.2	Remedies	57

	9.3	Remedies Cumulative	58

	9.4	Waivers by Borrower	58

10.	SUCCESSORS AND ASSIGNS		58

11.	MISCELLANEOUS		59

	11.1	Complete Agreement; Modification of Agreement	59

	11.2	Amendments	59

	11.3	Releases	59

	11.4	Fees and Expenses	59

	11.5	Tax and Expenses	60

	11.6	No Waiver	60

	11.7	Remedies	60

	11.8	Severability	61

	11.9	Conflict of Terms	61

	11.10	Confidentiality	61

	11.11	CHOICE OF LAW AND VENUE	61

	11.12	Notices	62

	11.13	Section Headings	63

	11.14	Counterparts; Telefacsimile Execution	63

	11.15	WAIVER OF JURY TRIAL	63

	11.16	Press Releases	63

	11.17	Reinstatement	63

	11.18	Advice of Counsel	64

	11.19	No Strict Construction	64

	11.20	Effectiveness	64

	11.21	Intentionally Deleted	64

	11.22	Right of Set-Off	64

	11.23	Pledges To Federal Reserve Banks	64

	11.24	USA Patriot Act Notice	64

	11.25	No Joint Venture	65

INDEX OF ANNEXES, EXHIBITS AND SCHEDULES


Annexes

Annex A		Schedule of Documents

Annex B		Letters of Credit

Exhibits

Exhibit 2.1-1		Form of Notice of Revolving Credit Advance

Exhibit 2.1-2		Form of Notice of Letter of Credit Request

Exhibit 2.1(a)(i)		Form of Liquidation Loan Proposal

Exhibit 2.1(a)(ii)		Form of Lender’s Offer

Exhibit 2.1(e)		Form of Note

Schedules

Schedule A		Borrower’s Authorized Representatives

Schedule 2.1		Lender’s Representative

Schedule 2.1(a)(i)		Due Diligence Requirements for Each Proposed

Schedule 2.6		Cash Management Banks and Accounts & DDA’s

Schedule 4.8		List of Great American’s Respective Affiliates

Schedule 4.17		Deposit and Disbursement Accounts

Schedule 5.2		Reporting Requirements for Each Liquidation Sale

THIS CREDIT AGREEMENT (“ Agreement ”) is entered into as of October 21, 2008, by and between GREAT AMERICAN GROUP WF, LLC, a California limited liability company (“ Borrower ”), and WELLS FARGO RETAIL FINANCE, LLC, a limited liability company organized under the laws of the State of Delaware (“ Lender ”).

RECITALS

A. Borrower has been formed to conduct going out of business, liquidation or store closing sales of the Retail Inventory and Other Assets of Merchants (as such terms are hereinafter defined) that have entered into or may in the future enter into Liquidation Sales Agreements (as hereinafter defined) with Borrower.

B. Under its Liquidation Sales Agreements with each Merchant, Borrower is or will be obligated to make all or its share of certain payments to such Merchants as consideration for the purchase by Borrower or by a joint venture of which Borrower is a joint venturer of the Retail Inventory or Other Assets covered by such Liquidation Sales Agreements and/or the right to conduct the going out of business, liquidation, store closing sales, or other sales contemplated by such Liquidation Sales Agreements.

C. Borrower desires that Lender extend a revolving credit facility to Borrower of up to Seventy Five Million Dollars ($75,000,000) for the purpose of funding a portion of the payments Borrower is required to make under the Liquidation Sales Agreements, and Lender may be willing to make, in its sole discretion and with no commitment (except in respect of Sales Tax Advances and Expense Advances to the limited extent provided herein), certain loans and other extensions of credit to Borrower for such purposes up to such amount upon the terms and conditions set forth herein.

D. Borrower acknowledges that: (i) Lender is entering into this Agreement on an uncommitted and discretionary basis, with no obligation to fund any Inventory Advance, Other Assets Advance, or to cause the issuance of any Letter of Credit; and (ii) the making by Lender of any Inventory Advance or Other Assets Advance, or the issuance of any Letter of Credit, requested hereunder shall not obligate, or represent a commitment or promise by the Lender, to make any future Inventory Advance or Other Assets Advance or cause the issuance of any other Letter of Credit.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1.	DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION

1.1 Definitions . For all purposes of this Agreement, capitalized terms used in this Agreement shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings when used herein:

“ ACH Transactions ” shall mean any cash management or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) provided by Wells Fargo or its Affiliates for the account of Borrower and its Affiliates.

“ Affiliate ” means as applied to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of Capital Stock. by contract, or otherwise; provided , however , that, for purposes hereof: (a) any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed to control such Person (except for any such Person who is a member of the Great American Group, in which case the foregoing “10%” threshold shall instead be “40%” in all cases); (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person; and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such Person; provided, however, no Person (other than a Subsidiary of Great American) who is a party to any Agency Agreement, Liquidation Sales Agreement, or Liquidator Joint Venture Agreement (or any similar agreement or arrangement) shall be deemed to be an “Affiliate” of Borrower by virtue of being a party to such agreement or arrangement.

“ Agency Agreement ” shall mean an Agency Agreement, entered into between Borrower (or by any joint venture of which Borrower is a joint venturer, as applicable) and a Merchant in form and substance satisfactory to Lender, pursuant to which Borrower (or any joint venture of which Borrower is a joint venturer, as applicable) is given the right to conduct a Liquidation Sale on behalf of such Merchant.

“ Agreement ” shall mean this Credit Agreement, including all annexes, exhibits and schedules.

“ Aggregate Inventory Consideration ” shall mean with respect to each Liquidation Sale, the sum of (A) 100% of the cash consideration payable by Borrower (including, but not limited to, Borrower’s share of the consideration payable by any joint venture in which Borrower is a joint venturer) in respect to Inventory under any Liquidation Sales Agreement (including, without limitation, any Guaranteed Amount or Purchase Price), plus (B) the full undrawn amount of any L/C the Borrower is required to post under the applicable Liquidation Sales Agreement to ensure payment of any portion of the Guaranteed Amount or Purchase Price which has not been in cash.

“ Authorized Person ” shall mean those Persons listed on Schedule A or any other individual designated in writing by such Person to act on behalf of Borrower.

“ Auto-Extension Letter of Credit ” has the meaning set forth in Annex B .

“ Bank Product Agreements ” shall mean those certain cash management service agreements entered into from time to time by Great American or Borrower in connection with any of the Bank Products.

“ Bank Product Obligations ” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Great American or the Borrower to Wells Fargo or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Great American or Borrower is obligated to reimburse to Lender as a result of Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to Great American or Borrower pursuant to the Bank Product Agreements.

“ Bank Products ” means any service or facility extended to Great American or Borrower or any of their Affiliates by Wells Fargo or any Affiliate of Wells Fargo including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Hedge Agreements .

“ Bankruptcy Code ” shall mean the United States Bankruptcy Code, as in effect from time to time.

“ Base LIBO Rate ” means the rate per annum, determined by Lender in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/16%), on the basis of the rates at which Dollar deposits are offered to major banks in the London interbank market on or about 1:00 p.m. (Boston, Massachusetts time) 2 Business Days prior to the commencement of the applicable Interest Period, for a term and in amounts comparable to the Interest Period and amount of the LIBO Rate Loan requested by Borrower in accordance with this Agreement, which determination shall be conclusive in the absence of manifest error.

“ Base Rate ” shall mean, the rate of interest announced within Wells Fargo at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate.

“ Base Rate Margin ” shall mean, for any Liquidation Loan bearing interest at the Base Rate, as of any date of determination, the “Base Rate Margin” specified in the Margin Pricing Grid based on the corresponding Success Fee specified in the Margin Pricing Grid applicable to such Liquidation Loan.

“ Benefit Plan ” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Borrower or any ERISA Affiliate of Borrower has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“ Blocked Account ” shall have the meaning assigned to it in Section 2.6(a) .

“ Board of Directors ” means the board of directors (or comparable managers) of a Person or any committee thereof duly authorized to act on behalf thereof.

“ Books ” shall mean all of Borrower’s now owned or hereafter acquired books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of Borrower’s Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information).

“ Borrower ” shall mean Great American Group WF, LLC, a California limited liability company.

“ Borrower Equity Amount ” shall mean, with respect to each Liquidation Sale, the difference between (i) the Aggregate Inventory Consideration provided for under the Liquidation Sales Agreement in respect to such Liquidation Sale, and (ii) the Inventory Advance to be made by Lender in respect to such Liquidation Sale pursuant hereto.

“ Borrower Equity Percentage ” shall mean, with respect to each Liquidation Sale, the percentage ratio of (i) the Borrower Equity Amount, to (ii) the Aggregate Inventory Consideration in respect to such Liquidation Sale.

“ Budget ” shall mean, with respect to each Liquidation Sale, the budget for such Liquidation Sale prepared by Borrower and delivered to Lender with the Liquidation Loan Proposal for such Liquidation Sale, together with any modifications thereto agreed to in writing by Borrower and Lender, all in such form and substance as may be reasonably acceptable to Lender.

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the Commonwealth of Massachusetts or the State of California, except that, if a determination of a Business Day shall relate to a LIBO Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“ Capital Lease ” shall mean a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“ Capital Stock ” means with respect to any person, any and all shares of capital stock, any membership, partnership or other ownership interest or any other class of stock or equity interests, participations or other equivalents in such Person (however designated, whether voting or non-voting, general or limited) of such Person’s capital, whether now outstanding or issued after the Closing Date.

“ Cash Collateralized ” has the meaning set forth in Annex B, Section 9 .

“ Cash Management Account ” shall have the meaning given such term in Section 2.6(a).

“ Cash Management Bank ” shall have the meaning given such term in Section 2.6(a).

“ Change of Control ” shall mean either that (A) Great American ceases to own, directly or indirectly, 100% of the Capital Stock of the Borrower and/or ceases to manage

Borrower’s business and operations, (B) Permitted Holders cease to own directly or indirectly, 50.1% or more of the Capital Stock of Great American, having the right to vote for a majority of the Board of Directors; (C) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13(d)-3 of the Exchange Act) directly or indirectly, of more than 49% or more, of the Capital Stock of Great American having the right to vote for the election of members of the Board of Directors, (D) either or both of Harvey Yellen and Andrew Gumaer cease to be actively engaged in the management and day-to-day operations and administration of Great American and the Borrower, or (E) either or both of Harvey Yellen and Andrew Gumaer cease to be Continuing Directors or Continuing Managers of Borrower and Great American.

“ Charges ” shall mean all federal, state, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the Pension Benefit Guaranty Corporation, or any successor thereto, at the time due and payable), levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross receipts of Borrower, (d) Borrower’s ownership or use of any properties or other assets, or (e) any other aspect of Borrower’s business.

“ Closing Date ” shall mean the Business Day on which the conditions precedent set forth in Section 3.1 have been satisfied, in Lender’s sole discretion, or waived in writing by Lender.

“ Closing Fee ” shall mean a non-refundable fee payable by Borrower to Lender in the amount of $25,000 from the proceeds of the first Revolving Credit Advance made by Lender hereunder.

“ Closing Letter ” shall mean that certain letter agreement between Borrower and Lender, dated as of the Closing Date, pursuant to which, among other things, the Borrower agrees to have executed and delivered certain Loan Documents, including the Credit Suisse Intercreditor Agreement, and to perform certain other obligations within the timeframes and subject to the other requirements set forth therein.

“ Code ” shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts; provided , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Lender’s security interest in any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the Commonwealth of Massachusetts, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“ Collateral ” shall mean the property covered by the Security Agreement and the other Collateral Documents and any other property, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Lender to secure the Obligations, including all of Borrower’s rights under and interest in all Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and amounts received by or payable to Borrower under any of the foregoing agreements.

“ Collateral Assignments ” shall mean written instruments of assignment by Borrower to Lender, in form and substance satisfactory to Lender, of all of Borrower’s right, title, and interest to any Liquidator Joint Venture Agreements or Liquidation Sales Agreements.

“ Collateral Documents ” shall mean the Security Agreement, the Collateral Assignments, and all other agreements entered into granting to Lender a Lien upon property of Borrower as security for payment of the Obligations.

“ Collections ” shall mean, with respect to each Liquidation Sale, all cash, checks, notes, drafts or other similar items of payment relating to or constituting payments received by or payable to Borrower in connection with or relating to such Liquidation Sale, including payments received through credit card sales and amounts payable by the applicable Merchant to Borrower with respect to returns, allowances and customer credits.

“ Collection Account ” shall mean, in connection with each Liquidation Sale funded by a Liquidation Loan, an account at Wells Fargo in the name of Lender designated by Lender as the “Collection Account” for such Liquidation Sale.

“ Continuing Directors ” means (a) any member (or comparable manager) of the Board of Directors of Great American or the Borrower who was or became a director (or comparable manager) of Great American or the Borrower on the Closing Date, and (b) any individual who becomes a member (or comparable manager) of the Board of Directors of Great American or the Borrower after the Closing Date if such individual was appointed or nominated for election to the Board of Directors by a majority of the members of either Great American or Borrower, as applicable.

“ Control Agreement ” shall mean an agreement, in form and substance satisfactory to Lender, executed and delivered by the Borrower, Lender, and the applicable securities intermediary, depository institution, or bank, which agreement is sufficient to give Lender “control” over the subject Securities Account, DDA or Investment Property as provided in the Code.

“ Credit Suisse ” shall collectively mean Credit Suisse, Cayman Islands Branch, and CS Loan Funding LLC, and their respective successors and assigns.

“ Credit Suisse Intercreditor Agreement ” shall mean that certain intercreditor agreement to be entered into between Lender and Credit Suisse, in form and substance to be satisfactory to Lender, and substantially incorporating the requirements of the letter from Lender to Credit Suisse, Great American, and Borrower dated as of the Closing Date.

“ Daily Balance ” shall mean, with respect to each day during the term of this Agreement, the amount of an Obligation owed at the end of such day.

“ Default ” shall mean an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” shall have the meaning assigned to it in Section 2.4(d) .

“ Disbursement Account ” shall have the meaning assigned to it in Section 2.6(e) .

“ Disbursement Account Bank ” shall have the meaning assigned to it in Section 2.6(e) .

“ Environmental Actions ” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Borrower or any predecessor in interest.

“ Environmental Law ” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on Borrower, relating to the environment, employee health and safety, or Hazardous Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 USC § 1251 et seq .; the Toxic Substances Control Act, 15 USC, § 2601 et seq. the Clean Air Act, 42 USC § 7401 et seq .; the Safe Drinking Water Act, 42 USC, § 3803 et seq .; the Oil Pollution Act of 1990, 33 USC § 2701 et seq .; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 USC § 11001 et seq .; the Hazardous Material Transportation Act, 49 USC § 1801 et seq .; and the Occupational Safety and Health Act, 29 USC §651 et seq . (to the extent it regulates occupational exposure to Hazardous Materials); any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

“ Environmental Liabilities and Costs ” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

“ Environmental Lien ” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

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

“ ERISA Affiliate ” shall mean (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to

ERISA that is a member of an affiliated service group of which Borrower is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Borrower and whose employees are aggregated with the employees of Borrower under IRC Section 414(o).

“ Equity Pledge Agreement ” shall mean that certain Pledge and Security Agreement, between Great American and Lender, as hereafter amended, modified, or amended and restated.

“ Event of Default ” shall have the meaning assigned to it in Section 9.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as in effect from time to time.

“ Expense L/C ” shall mean a letter of credit which Borrower (or any joint venture to which Borrower is a joint venturer, as applicable) is required to have issued for its (or its joint venture’s, as applicable) account pursuant to a Liquidation Sale Agreement to provide security for the payment of Expenses under such Liquidation Sale Agreement.

“ Expenses ” shall have, with respect to each Liquidation Sale, the meaning assigned to such term in the Agency Agreement or Purchase Agreement for such Liquidation Sale; provided , that notwithstanding the terms of any Agency Agreement or Purchase Agreement, no amounts paid or payable to Borrower, Great American, or any Affiliate thereof, shall constitute Expenses for purposes of this Agreement other than reasonable out-of-pocket expenses actually incurred by Borrower or Great American in the course of conducting such Liquidation Sale without any mark up.

“ Fees ” shall mean any and all fees payable to Lender pursuant to this Agreement or any of the other Loan Documents, including the Closing Fee, the Letter of Credit Fees, and the Success Fees, if any.

“ Final Accounting ” shall mean, with respect to each Liquidation Sale, the final accounting with respect to amounts received by or payable to Borrower and amounts paid by Borrower in connection with such Liquidation Sale and all other related transactions, which accounting shall be prepared by Borrower and approved by Lender.

“ Fiscal ” means, when followed by “month” or “quarter,” the relevant fiscal period based on Great American’s fiscal year and accounting conventions (e.g., a reference to “April Fiscal 2008” is to the fiscal month of April of Great American’s 2008 fiscal year). When followed by reference to a specific year, the fiscal year which encompasses the majority of months in such fiscal year (e.g., if Great American’s 2008 fiscal year ends in January 2008 reference to that year would be to Great American’s “Fiscal 2008”).

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

“ General Intangibles ” shall mean all of Borrower’s now owned or hereafter acquired right, title, and interest with respect to “general intangibles” (as such term is defined from time to time in the Code), and any and all supporting obligations in respect thereof.

“ Governmental Authority ” shall mean any federal, state, local, or other governmental or administrative body, instrumentality, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“ Great American ” shall mean Great American Group, LLC, California limited liability company.

“ Great American Guaranty ” shall mean a Limited Guaranty from Great American in favor of Lender dated as of the Closing Date and in form and substance satisfactory to Lender guaranteeing the prompt payment and performance of the Obligations under certain circumstances set forth therein.

“ Great American Group ” shall mean a collective reference to Great American, Borrower, and each of their respective Subsidiaries now in existence or hereafter formed or acquired, including, but not limited to, the entities listed on Schedule 4.8 hereto.

“ Guaranteed Amount ” shall have, with respect to each Liquidation Sale carried out pursuant to an Agency Agreement, the meaning assigned to such term in such Agency Agreement. It is expressly understood that prior to the Final Accounting, the Guaranteed Amount shall refer to Borrower’s good faith estimate of the Guaranteed Amount to be paid under the Liquidation Sales Agreement and that such amount shall be adjusted upon completion of the Final Accounting and that if the actual amount required to be delivered to the Merchant by Borrower in respect to the Guaranteed Amount is less than the Guaranteed Amount as listed in the applicable Liquidation Sales Agreement, such lesser amount shall constitute the Guaranteed Amount for all purposes hereunder.

“ Guaranty Percentage ” shall have the same meaning as in the applicable Liquidation Sales Agreement.

“ Hazardous Material ” shall mean (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity,” (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“ Hedge Agreement ” shall mean any and all transactions, agreements, or documents now existing or hereafter entered into between Borrower or its Affiliates and Wells

Fargo or its Affiliates, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s or any of its Affiliates’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

“ Honor Date ” has the meaning set forth in Annex B .

“ Indebtedness ” shall mean (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or other financial products, (c) all obligations under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of Borrower, irrespective of whether such obligation or liability is assumed, (e) all obligations for the deferred purchase price of assets (other than trade debt incurred in the ordinary course of business and repayable in accordance with customary trade practices), and (f) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person.

“ Interest Period ” means, with respect to each LIBO Rate Loan, a period commencing on the date of the making of such LIBO Rate Loan and ending 1 month thereafter; provided , however , that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBO Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1 month after the date on which the Interest Period began, as applicable, and (e) Borrower may not elect an Interest Period which will end after the Revolving Credit Termination Date.

“ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“ Inventory Advance ” shall have the meaning assigned to it in Section 2.1(a) .

“ Inventory Advance Rate ” shall mean, with respect to each Liquidation Sale in respect of Retail Inventory only, the percentage that Lender uses to calculate the amount of the Inventory Advance or Letter of Credit Obligations, as the case may be, with respect to such Liquidation Sale, based on the Guaranty Percentage and Guaranty Amount or Purchase Price Percentage and Purchase Price under the applicable Liquidation Sales Agreement, as determined

pursuant to Section 2.1(a) . In no case shall the Inventory Advance Rate for any such Liquidation Sale be (i) lower than seventy-seven and one-half percent (77.5%), or (ii) higher than ninety-two and one-half percent (92.5%) of the Guaranty Amount or Purchase Price.

“ Inventory Borrowing Base ” in respect to any Liquidation Sale shall mean the product of (i) the Inventory Advance Rate applicable to such Liquidation Sale, times, (ii) the Guaranteed Amount or Purchase Price as determined pursuant to the applicable Liquidation Sales Agreement.

“ Investment ” shall mean, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts arising in the ordinary course of business consistent with past practices), purchases or other acquisitions for consideration of Indebtedness or stock, and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“ Issuer Documents ” means with respect to any Letter of Credit, the Notice of Letter of Credit Request, and any other document, agreement and instrument entered into by or between the Lender and Borrower in favor of Lender and relating to any such Letter of Credit.

“ L/C Borrowing ” has the meaning set forth in Annex B .

“ L/C Undertaking ” has the meaning set forth in Annex B .

“ L/C Usage ” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit issued by Lender plus 100% of the amount of outstanding time drafts accepted by an Underlying Issuer as a result of drawings under Underlying Letters of Credit.

“ Lender ” shall mean Wells Fargo Retail Finance, LLC, a limited liability company organized under the laws of the State of Delaware.

“ Lender Expenses ” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower under any of the Loan Documents that are paid or incurred by Lender, (b) reasonable fees or charges paid or incurred by Lender in connection with the Lender’s transactions with Borrower, including, reasonable fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) reasonable costs and expenses incurred by Lender in the disbursement of funds to or for the account of Borrower (by wire transfer or otherwise), (d) charges paid or incurred by Lender resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by Lender to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or

advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) reasonable audit fees and expenses (and other due diligence expenses) of Lender related to audit examinations of the Books, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by Lender in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or Lender’s relationship with Borrower or any guarantor of the Obligations, (h) Lender’s reasonable fees and expenses (including reasonable and documented attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, and (i) Lender’s reasonable fees and expenses (including reasonable and documented attorneys fees) incurred in terminating, enforcing (including reasonable and documented attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

“ Lender’s Account ” shall mean an account of Lender at Wells Fargo designated by Lender to Borrower in writing from time to time.

“ Lender’s Offer ” shall have the meaning given such term in Section 2.1(a)(ii) hereof.

“ Letters of Credit ” shall mean commercial or standby letters of credit issued for the account of Borrower by Lender or Underlying Issuer for which Lender has incurred Letter of Credit Obligations.

“ Letter of Credit Expiration Date ” has the meaning set forth in Annex B .

“ Letter of Credit Fee ” shall have the meaning assigned to it in Annex B .

“ Letter of Credit Obligations ” shall mean all outstanding obligations incurred by Lender at the request of Borrower, including, without limitation, the L/C Usage, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of a reimbursement agreement or guaranty by Lender with respect to any Letter of Credit.

“ Letters of Credit Sublimit ” shall mean $25,000,000.

“ LIBOR Deadline ” has the meaning set forth in Section 2 .

“ LIBO Rate ” means, for each Interest Period for each LIBO Rate Loan, the rate per annum determined by Lender (rounded upwards, if necessary, to the next 1/16%) by dividing (a) the Base LIBO Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. The LIBO Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“ LIBO Rate Loan ” means each portion of Revolving Credit Advance that bears interest at a rate determined by reference to the LIBO Rate.

“ LIBO Rate Margin ” means, as of any date of determination, the “LIBO Rate Margin” specified in the Margin Pricing Grid based on the corresponding Success Fee specified in the Margin Pricing Grid. The LIBOR Rate Margin shall adjust in accordance with the Margin Pricing Grid as provided herein.

“ Lien ” shall mean any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, whether such interest shall be based on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall be contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances, including the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes or from a sale of accounts receivable or chattel paper, or the interest of a lessor under a Capital Lease or other arrangement pursuant to which any Person is entitled to any preference or priority with respect to the property or assets of another Person or the income or profits of such other Person and also including reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property each of the foregoing whether consensual or non-consensual and whether arising by way of agreement, operation of law, legal process or otherwise.

“ Liquidator Joint Venture Agreement ” shall mean a joint venture agreement entered into after the date hereof among Borrower and any other Person for the purpose of jointly entering into Liquidation Sales Agreements with any Merchants and conducting Liquidation Sales pursuant to such Liquidation Sales Agreements, each of which shall be subject to Lender’s prior written approval and in form and substance satisfactory to Lender.

“ Liquidation Loan ” shall mean the Inventory Advance, Other Assets Advance, or Letter of Credit Obligations with respect a Liquidation Sale, all other Revolving Credit Advances made with respect to such Liquidation Sale, and all accrued Fees, interest and other Obligations payable by Borrower with respect thereto.

“ Liquidation Loan Proposal ” shall have the meaning assigned to it in Section 2.1(a)(i) .

“ Liquidation Sale ” shall mean all going out of business, liquidation or store closing sales conducted by Borrower with respect to the Retail Inventory or any related sales of Other Assets of a particular Merchant pursuant to a particular Agency Agreement or Purchase Agreement.

“ Liquidation Sales Agreements ” shall mean the Agency Agreement or Purchase Agreement entered into between Borrower (or any joint venture to which Borrower is a joint venturer, as applicable) and a Merchant with respect to a Liquidation Sale, and any and all other agreements, instruments, documents and certificates entered into in connection therewith.

“ Loan Account ” has the meaning set forth in Section 2.9 .

“ Loan Documents ” shall mean this Agreement, the Notes, the Collateral Documents, the Great American Guaranty, the Equity Pledge Agreement, the Perfection Certificate, the Closing Letter, the Credit Suisse Intercreditor Agreement, the Solvency Certificate, and all other agreements, instruments, documents and certificates identified in the Schedule of Documents executed and delivered to, or in favor of, Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of Borrower, or any employee of Borrower, and delivered to Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Margin ” shall mean, individually and collectively, the Base Rate Margin and the LIBO Rate Margin.

“ Margin Pricing Grid ” shall mean,

(i) for Inventory Advances (and Sales Tax and Expense Advances made in connection with any Inventory Advance), the applicable percentage amount set forth in the following grid that corresponds to the applicable Inventory Advance Rate applied to such Inventory Advance:


If Inventory Advance Rate is:	Then the Margin is:
< 77.5%	2.25	%
> 77.5%, but £ 82.5%	2.75	%
> 82.5%, but £ 87.5%	3.00	%
> 87.5%, but £ 92.5%	3.25	%

(ii) for all Other Asset Advances (and Sales Tax and Expense Advances made solely in connection with any Other Asset Advance), the Margin shall be no less than 3.25%.

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, assets, operations, or financial or other condition of Borrower and/or Great American, (b) Borrower’s ability, or the ability of any joint venture to which Borrower is a joint venturer, to conduct any Liquidation Sale in accordance with the applicable Liquidation Sale Agreements or to pay any of the Liquidation Loans or any of the other Obligations in accordance with the terms of this Agreement or to perform its obligations under any Liquidator Joint Venture Agreement, (c) Borrower’s or Great American’s ability to perform its material obligations under the Loan Documents to which it is a party, (d) the Collateral or Lender’s Liens on the Collateral or the priority of such Liens, (e) Lender’s ability to enforce the Obligations or realize upon the Collateral, or (f) Lender’s rights and remedies under this Agreement and the other Loan Documents.

“ Maximum Lawful Rate ” shall have the meaning assigned to it in Section 2.4(e) .

“ Merchant ” shall mean a Person that, in the ordinary course of its business, sells Retail Inventory.

“ Net Profit Margin ” shall mean, with respect to each Liquidation Sale, the sum of (i) the sum of (a) the Proceeds of such Liquidation Sale, plus (b) the cash proceeds of any unsold Retail Inventory or Other Assets retained by Borrower at the conclusion of such Liquidation Sale, minus (ii) the sum of (a) the Guaranteed Amount or Purchase Price with respect to such Liquidation Sale, plus (b) the Recovery Amount, if any, with respect to such Liquidation Sale, plus (c) actual Expenses incurred by Borrower with respect to such Liquidation Sale (including any reimbursement obligations, expenses, fees and commissions payable in connection with an Expense L/C or any L/C provided in respect to unpaid portions of the Guaranteed Amount or Purchase Price), plus (d) (without duplication of any amounts counted in clause “c”) interest or Letter of Credit Fees paid to Lender with respect to the Liquidation Loan for such Liquidation Sale, each as set forth in the Final Accounting, provided, however, that, for purposes of calculating the Net Profit Margin, Expenses that Borrower pays to itself or an Affiliate (such as compensation of supervisory personnel) shall be calculated based on actual amounts paid without a mark-up for profit by such Affiliates.

“ Non-Extension Letter of Credit ” has the meaning set forth in Annex B .

“ Notes ” shall have the meaning assigned to it in Section 2.1 (e) .

“ Notice of Letter of Credit Request ” shall have the meaning assigned to it in Section 2.1 .

“ Notice of Revolving Credit Advance ” shall have the meaning assigned to it in Section 2.1(c) .

“ Obligations ” shall mean (a) all Advances, debts, principal, interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), contingent reimbursement obligations with respect to outstanding Letters of Credit, Bank Product Obligations, premiums, liabilities (including all amounts charged to Borrower’s Loan Account pursuant hereto), obligations, fees (including, without limitation, the Administrative Fee, the Success Fees, and any L/C Fees), charges, costs, and Lender Expenses (including in respect of any fees or expenses that, but for the provisions of the Bankruptcy Code, would have accrued), lease payments, guaranties, covenants, indemnification obligations arising pursuant to the Loan Documents (including, without limitation, under Section 2.10 ) and duties of any kind and description owing by Borrower to the Lender pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all Lender Expenses that Borrower is required to pay or reimburse by the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all amendments, changes, extensions, modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent to any Insolvency Proceeding.

“ Other Assets ” shall mean any real property or personal property of any Merchant, other than Retail Inventory, owned, leased, or licensed by Merchant in the ordinary course of its business, including, without limitation, a Merchant’s interest in real property leases, Fixtures, and Equipment (as such terms are defined in the Code).

“ Other Assets Advance ” shall have the meaning assigned to it in Section 2.1(a) .

“ Other Assets Advance Rate ” shall mean, with respect to each Liquidation Sale in respect of Other Assets only, the percentage that Lender uses to calculate the amount of the Other Assets Advance or Letter of Credit Obligations, as the case may be, with respect to such Liquidation Sale, as determined pursuant to Section 2.1(a) . In no case shall the Other Assets Advance Rate for any such Liquidation Sale be higher than fifty percent (50.0%).

“ Other Assets Borrowing Base ” shall mean, in respect to each Liquidation Sale, the product of (i) the Other Assets Advance Rate, times (ii) the consideration which Borrower has agreed to pay for such Other Assets pursuant to the applicable Liquidation Sales Agreement.

“ Parent Working Capital Facility ” shall mean a committed secured revolving credit facility made available to Great American (and not any Subsidiary thereof), as borrower, by a bank or other financial institution for general working capital purposes of Great American.

“ Perfection Certificate ” means the perfection certificate submitted by Borrower to Lender with respect to Borrower, together with Borrower’s completed responses to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Lender.

“ Permitted Encumbrances ” shall have the meaning assigned to it in Section 7.8 .

“ Permitted Holders ” shall mean Harvey Yellen and Andrew Gumaer.

“ Proceeds ” shall have, with respect to any Liquidation Sale, the meaning assigned to such term in the Agency Agreement or Purchase Agreement with respect to such Liquidation Sale and shall include all Proceeds of Inventory, Other Assets and augmented goods and in the case of a joint venture, all amounts paid or due to the Borrower as a joint venturer.

“ Purchase Agreement ” shall mean a Purchase Agreement or other agreement entered into between Borrower (or a joint venture to which Borrower is a joint venturer) and a Merchant in form and substance acceptable to Lender, pursuant to which Borrower (or such joint venture) is given the right to purchase Retail Inventory or Other Assets from such Merchant and to conduct Liquidation Sales with respect to such Retail Inventory or Other Assets.

“ Purchase Price ” shall have, with respect to each Liquidation Sale carried out pursuant to a Purchase Agreement, the meaning assigned to such term in such Purchase Agreement. It is expressly understood that prior to the Final Accounting, the Purchase Price shall refer to Borrower’s good faith estimate of the Purchase Price to be paid under the

Liquidation Sales Agreement and that such amount shall be adjusted upon completion of the Final Accounting and that if the actual amount required to be delivered to the Merchant by the Borrower in respect to the Purchase Price is less than the Purchase Price listed in the applicable Liquidation Sales Agreement, such lesser amount shall constitute the Purchase Price for all purposes hereunder.

“ Purchase Price Percentage ” shall have the same meaning as in the applicable Liquidation Sales Agreement.

“ Record ” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

“ Recovery Amount ” shall have, with respect to each Liquidation Sale providing for a contingent additional, non-guaranteed payment to the applicable Merchant based upon the total amount of the Proceeds of such Liquidation Sale, the meaning assigned to such term in the Agency Agreement or Purchase Agreement for such Liquidation Sale.

“ Release ” shall mean any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material in the indoor or outdoor environment, including the movement of Hazardous Material through or in the air, soil, surface water, ground water or property.

“ Remedial Action ” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (d) conduct any other actions authorized by 42 USC § 9601.

“ Restricted Payment ” means (i) any cash dividend or other cash distribution or payment, direct or indirect, on or on account of any Capital Stock Borrower now or hereafter outstanding; (ii) any dividend or other distribution in respect of, or redemption, purchase or other acquisition, direct or indirect, of any Capital Stock of Borrower now or hereafter outstanding or of any warrants, options or rights to purchase any such Capital Stock (including, without limitation, the repurchase of any such stock or membership interest, warrant, option or right or any refund of the purchase price thereof in connection with the exercise by the holder thereof of any right of rescission or similar remedies with respect thereto); and (iii) any direct salary, non- salary managerial fees, fee (consulting, management or other), fringe benefit, allowance or other expense directly or indirectly paid or payable by Borrower (as compensation or otherwise) to any shareholder, member, manager, or Affiliate of Borrower ( other than to an employee or consultant, to the extent of such employee’s or consultant’s compensation; provided that the terms of such compensation are approved by the Borrower’s Board of Directors) and (iv) meeting fees, travel and expense reimbursement and clothing allowance payable to the managers of Borrower or any partner, shareholder or Affiliate thereof.

“ Retail Inventory ” shall mean goods that are held by a Merchant for sale in the ordinary course of its business and that are suitable for sale at retail.

“ Revolving Credit Advance ” shall have the meaning assigned to it in Section 2.1 .

“ Revolving Credit Termination Date ” shall mean the earliest of (i) October 21, 2010, and (ii) the date of termination pursuant to Section 9.2 of Lender’s agreement to consider, in its sole discretion and with no obligation, to make additional Revolving Credit Advances and/or incur Letter of Credit Obligations or permit existing Revolving Credit Advances to remain outstanding.

“ Revolving Loan ” shall mean, at any time, the sum of (i) the aggregate amount of Revolving Credit Advances outstanding at such time plus (ii) the aggregate Letter of Credit Obligations incurred on behalf of Borrower outstanding at such time.

“ Revolving Loan Ceiling ” shall mean the amount equal to Seventy Five Million Dollars ($75,000,000).

“ Sales Tax Receipts ” shall mean the portion of Collections received in the Blocked Accounts on account of sales, excise and gross receipts taxes payable to any taxing authorities having jurisdiction.

“ Schedule of Documents ” shall mean the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Loan Documents and the transactions contemplated thereunder, substantially in the form of Annex A to this Agreement.

“ Security Agreement ” shall mean the Security Agreement of even date herewith between Borrower and Lender.

“ Solvency Certificate ” means a certificate signed by an Authorized Person of the Borrower and Great American, dated as of the Closing Date, demonstrating the Solvency of the Borrower, Great American, and the Great American Group.

“ Solvent ” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guarantees and pension plan liabilities) at any time shall be computed as the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can be reasonably be expected to become an actual or matured liability.

“ Subsidiary ” shall mean, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of fifty percent (50%) or more of such Capital Stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner.

“ Success Fee ” shall mean, with respect to each Liquidation Sale, an amount equal to the product of (i) the Net Profit Margin for such Liquidation Sale, multiplied by (ii) the Success Fee Percentage for such Liquidation Sale.

“ Success Fee Percentage ” shall mean, with respect to each Liquidation Sale, a percentage determined by the Inventory Advance Rate for any Liquidation Loan made by Lender in connection with such Liquidation Sale in accordance with the following grid:


If Inventory Advance Rate is:	Then Success Fee Percentage is:
< 77.5%	5.0	%
> 77.5%, but £ 82.5%	10.0	%
> 82.5%, but £ 87.5%	15.0	%
> 87.5%, but £ 92.5%	20.0	%

; provided however , that for all Liquidation Loans made in respect of Other Assets Liquidation Sales, the Success Fee shall be no less than 20%.

“ Taxes ” shall mean taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Lender by the jurisdictions under the laws of which Lender is organized or any political subdivision thereof.

“ Termination Date ” shall mean the date on which the Revolving Loan has been indefeasibly repaid in full and all other Obligations under this Agreement and the other Loan Documents have been completely discharged, and all Letter of Credit Obligations have been cash collateralized, cancelled or backed by stand-by letters of credit in accordance with Annex B , and Borrower shall not have any further right to request to borrow any monies under this Agreement.

“ Total Expense Advance ” shall have the meaning assigned to such term in Section 2.1(h) .

“ Underlying Issuer ” shall mean a Person (other than Lender or Borrower) which is the beneficiary of an L/C Undertaking and which has issued a letter of credit at the request of the Lender for the benefit of Borrower.

“ Underlying Letter of Credit ” means a letter of credit that has been issued by an Underlying Issuer.

“ Unreimbursed Amount ” has the meaning set forth in Annex B .

“ Unfunded Pension Liability ” shall mean, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan, and (b) for a period of five (5) years following a transaction which might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by any ERISA Affiliate of Borrower as a result of such transaction.

“ Wells Fargo ” means Wells Fargo Bank, National Association, a national banking association.

1.2 Certain Matters of Construction.

(a) All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto.

(b) All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein. Unless otherwise specified, reference in this Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause as contained in this Agreement. The words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement or any such Annex, Exhibit or Schedule. All of the Annexes, Schedules and Exhibits attached to this Agreement shall be deemed incorporated herein by reference.

(c) Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the

knowledge (or an analogous phrase) of Borrower, such words are intended to signify that Borrower has actual knowledge or awareness of a particular fact or circumstance or that Borrower, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

2.	AMOUNT AND TERMS OF CREDIT

2.1 Advances and Letters of Credit.

(a) Subject to the terms and conditions hereof, Lender may, in its sole discretion and with no obligation to do so, from time to time, at Lender’s option, until the Revolving Credit Termination Date, (i) make available advances (each, a “ Revolving Credit Advance ”) to or for the benefit of Borrower as provided for in this Section 2.1 , and (ii) incur Letter of Credit Obligations in respect of Borrower as provided for in Annex B and this Section 2.1 in an aggregate amount outstanding not to exceed at any one time the Revolving Credit Ceiling less the outstanding balance of all undrawn or unreimbursed Letters of Credit.

(b) For purposes of this Agreement, Liquidation Loans with respect to any Liquidation Sale shall be limited pursuant the following, as of any date of determination:

(i) The aggregate outstanding amount of all Revolving Credit Advances and Letter of Credit Obligations incurred by Lender with respect to such Liquidation Sale shall not exceed the applicable Inventory Borrowing Base, in respect to Liquidation Sales of Inventory, or the Other Assets Borrowing Base in respect to Liquidation Sales of Other Assets.

(c) Until the Revolving Credit Termination Date, Borrower may from time to time request to borrow, repay and request to reborrow under this Section 2.1 .

(d) All amounts borrowed pursuant to this Section, together with all other Obligations, shall be due and payable (or in the case of any Letters of Credit, shall terminate) on the earlier of the maturity date therefor pursuant to Section 2.3 or the Revolving Credit Termination Date; provided, however, that Lender or any of its Affiliates may determine, in their sole and absolute discretion and with no obligation so to do, to extend the termination or maturity date for any Bank Product Obligations beyond the Revolving Credit Termination Date subject to the Borrower’s (or its Affiliate’s, as the case may be) satisfaction of any conditions therefor required by Lender or its Affiliate.

(e) Borrower’s requests for Revolving Credit Advances or Letters of Credit shall be made by irrevocable written notice by an Authorized Person of Borrower to the representative of Lender identified on Schedule 2.1 at the address specified thereon. Those

notices, except as otherwise required for proposed Inventory Advances or Other Assets Advances under Section 2.1(f) , must be actually received by Lender no later than (1) 1:00 p.m. (Boston, Massachusetts time) three (3) Business Days prior to the proposed Revolving Credit Advance in the case of Inventory or Other Asset Advances or on the Business Day on which the proposed Revolving Credit Advance is requested in the case of Sales Tax or Expense Advances, or (2) with respect to Letter of Credit Obligations, 1:00 p.m. (Boston, Massachusetts time) on the date which is at least two (2) Business Days prior to the proposed issuance date and as more particularly described in Annex B . Each such notice (a “ Notice of Revolving Credit Advance ” or “ Notice of Letter of Credit Request ,” as the case may be) must be given in writing (by telecopy or overnight courier). Any Notice of Revolving Credit Advance or Notice of Letter of Credit Request must be substantially in the form of Exhibit 2.1-1 or Exhibit 2.1-2 , as applicable, and shall include the information required in such Exhibit and such other information as may be required by Lender. Any Notice of Letter of Credit Request must include the information described in Annex B and such other information as may be required by Lender. In addition, a Notice of Letter of Credit Request shall be accompanied by the form of the Letter of Credit (which shall be acceptable to the Lender) to be guaranteed. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrower and approvals by Lender may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between Borrower and Lender.

(f) Inventory Advances, Other Assets Advances, and Letters of Credit.

(i) Subject to Section 6.15 , if Borrower proposes to enter into Liquidation Sales Agreements with respect to any proposed Liquidation Sale, Borrower may propose (or shall propose if required to do so under Section 6.15 ) that Lender agree to make a Revolving Credit Advance to Borrower or incur Letter of Credit Obligations for Borrower’s account with respect to the Retail Inventory (Revolving Credit Advances made with respect to Retail Inventory (in whole or in part) are referred to as an “ Inventory Advances ”) or Other Assets (Revolving Credit Advances made solely with respect to Other Assets are referred to herein as “ Other Assets Advances ”) that are proposed to be sold through such Liquidation Sale. Each such proposal (a “ Liquidation Loan Proposal ”) shall (A) be signed by an Authorized Person, (B) be substantially in the form of Exhibit 2.1(a)(i) attached hereto and accompanied by all of the documents and information described on Schedule 2.1(a)(i) , together with copies of any court orders for any Merchant party to an Insolvency Proceeding, (C) involve a proposed Inventory Advance, Other Asset Advance, or Letter of Credit in a minimum amount reasonably determined by Borrower and agreed to by Lender in its sole discretion, and (D) be sent so that it is actually received by Lender no later than 1:00 p.m. (Boston, Massachusetts time) on the fifth (5th) Business Day prior to the date of the proposed Inventory Advance, Other Assets Advance, or incurrence of the Letter of Credit Obligations.

(ii) Within three (3) Business Days after Lender’s receipt of a Liquidation Loan Proposal, Lender will notify Borrower in writing (such notice, a “ Lender’s Offer ”), which notice may be substantially in the form of Exhibit 2.1(a)(ii) or such other form as Lender may elect, whether Lender:

(A) would be willing to make Revolving Credit Advance or incur Letter of Credit Obligations on the terms proposed by Borrower in which

case Borrower shall be obligated to timely submit a Notice of Revolving Credit Advance or a Notice of Letter of Credit Request pursuant to Section 2.1(e) .

(B) is not willing to make any Revolving Credit Advance or incur any Letter of Credit Obligations with respect to such Liquidation Sale, or

(C) would be willing to make a Revolving Credit Advance or incur Letter of Credit Obligations with respect to the proposed Liquidation Sale, but only at a specified Inventory or Other Assets Advance Rate that is different from that proposed by Borrower and/or with such other modifications specified in such notice.

Lender shall have sole discretion to decide whether or not to agree to any Liquidation Loan Proposal or to propose an alternative Inventory or Other Assets Advance Rate for the proposed Liquidation Sale. Lender shall not have any obligation to make a Revolving Credit Advance or incur Letter of Credit Obligations unless Lender actually receives, within two (2) Business Days after Borrower’s receipt of a notice from Lender described in clauses (A) or (C) of the immediately preceding sentence, written notice from Borrower of Borrower’s intention to request disbursement of such Revolving Credit Advance or incurrence of such Letter of Credit Obligations on the terms set forth in such notice from Lender; provided, however , that if the Lender has agreed to make a Revolving Credit Advance or incur Letter of Credit Obligations on the terms proposed by Borrower in the applicable Liquidation Loan Proposal, Borrower shall apply for such Revolving Credit Advance or Letter of Credit on such terms (unless subsequently otherwise agreed by Lender in writing). In the event that, as a result of competitive bidding or otherwise, Borrower elects to increase the Guaranteed Amount or Purchase Price it is willing to pay under a Liquidation Sales Agreement for which it has provided to Lender a Liquidation Loan Proposal under Section 2.1(f)(i) prior to or after Lender’s sending a notice under Section 2.1(f)(ii) , Borrower shall promptly provide Lender with written notice of such increase, together with a modified Liquidation Loan Proposal, and Lender shall have the option, in its absolute discretion, to determine whether to fund any portion of such increase to reduce the Inventory Advance Rate or Other Assets Advance Rate in respect to such higher Guaranteed Amount or Purchase Price or to make a Liquidation Loan only in accordance with the original terms proposed by Lender prior to such increase.

(iii) The amount of the Revolving Credit Advance and/or the Letter of Credit Obligations with respect to each Liquidation Sale shall: (x) be calculated based upon the applicable Inventory Advance Rate or Other Assets Advance Rate and the actual Guaranteed Amount or Purchase Price as determined pursuant to the applicable Agency Agreement or Purchase Agreement (or, if the actual amount required to be delivered to the Merchant by Borrower with respect to the Guaranteed Amount or Purchase Price is less than such Guaranteed Amount or Purchase Price, such lesser amount) and (y) in the aggregate, not exceed at any time the applicable Inventory Borrowing Base or Other Assets Borrowing Base, as the case may be. Subject to the terms and conditions of this Agreement, the Revolving Credit Advance and the applicable Letter of Credit Obligations may be incurred simultaneously with such advance, shall be disbursed as a single advance; provided , however, that in the event the Liquidation Sales Agreements require an initial payment by Borrower to the Merchant before the completion of a

final inventory count, the Revolving Credit Advance may be disbursed in two or separate advances with the first portion of the Revolving Credit Advance being calculated based upon the applicable Inventory Advance Rate or Other Assets Advance Rate and the amount of such required initial payment and the second portion, if any, of the Revolving Credit Advance being determined and made based on the actual Guaranteed Amount or Purchase Price as determined by the final inventory count and, if necessary, the amount of such subsequent Revolving Credit Advance being increased in correspondence with reductions to the related Letter of Credit Obligations.

(g) Sales Tax Advances . To the extent that Lender has received Collections with respect to a Liquidation Sale, which Collections include Sales Tax Receipts, Lender shall make, subject to the terms and conditions hereof (including, without limitation, Section 3.3) Revolving Credit Advances equal to the amount of such Sales Tax Receipts, as and when Borrower is required to pay such amounts to the applicable Merchant or taxing authority, to enable Borrower to forward such amounts to such Merchant or taxing authority in accordance with the terms of the applicable Agency Agreement or Purchase Agreement. Borrower’s Notice of Revolving Credit Advance shall include documentation satisfactory to Lender evidencing the amount of such Sales Tax Receipts.

(h) Expense Advances . With respect to each Liquidation Sale, Lender shall, subject to the terms and conditions hereof (including, without limitation, Section 3.3) make Revolving Credit Advances to enable Borrower to pay Expenses to the Merchant or any third party entitled to receive such payment in accordance with the terms of the applicable Agency Agreement or Purchase Agreement, as and when Borrower is required to pay such amounts. With respect to each Liquidation Sale, Lender shall make such Revolving Credit Advances in an aggregate amount not to exceed the lesser of (i) the actual Expenses of such Liquidation Sale, and (ii) an amount equal to one hundred and three percent (103%) of the amount for aggregate Expenses shown on the Budget for such Liquidation Sale (the “ Total Expense Advance ”); for an average two (2) week period provided , that the Total Expense Advance may exceed one hundred and three percent (103%) of the amount for aggregate Expenses shown on the Budget for such Liquidation Sale for an average two (2) week period to the extent that Borrower either provides Lender with evidence reasonably satisfactory to Lender that such excess was not caused by a deviation from the plan for such Liquidation Sale as set forth in the documents and information furnished to Lender with the Liquidation Loan Proposal for such Liquidation Sale, or to the extent that such excess is caused by a deviation for which Lender has given its prior written consent. Borrower’s Notice of Revolving Credit Advance shall include documentation satisfactory to Lender evidencing the amount of Expenses. If specified in the Liquidation Loan Proposal for such Liquidation Sale, Lender will incur Letter of Credit Obligations with respect to a portion of the anticipated Expenses of such Liquidation Sale; provided, that in such case Lender will not be obligated to make Revolving Credit Advances with respect to Expenses of such Liquidation Sale unless Lender is satisfied that the aggregate amount of such Revolving Credit Advances and the amount of such Letter of Credit Obligations that Lender reasonably anticipates may ultimately be drawn upon does not exceed the Total Expense Advance.

(i) [ INTENTIONALLY OMITTED ]

(j) Notes . Borrower shall execute and deliver to Lender one or more notes in the aggregate principal amount of the Revolving Credit Ceiling substantially in the form of Exhibit 2.1(e) (collectively, the “ Notes ”). Each Note shall represent the obligation of Borrower to pay the amount of the applicable Revolving Credit Advance or Letter of Credit Obligation, as well as all other Revolving Credit Advances, together with interest thereon as prescribed in Section 2.4 . Notwithstanding any provision of any of the Notes, the entire unpaid balance of the Revolving Loan and all of the Notes, and all other non-contingent Obligations, shall be immediately due and payable in full in immediately available funds on the Revolving Credit Termination Date.

(k) Reliance on Notices . Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Letter of Credit Request, Liquidation Loan Proposal or similar notice believed by Lender to be signed by any Authorized Person of Borrower. Lender may assume that each Person executing and delivering such a notice was duly authorized.

2.2 Use of Proceeds . Borrower shall use the proceeds of each Liquidation Loan solely for the purpose of making payments with respect to the Guaranteed Amount or Purchase Price, Expenses, Sales Tax Receipts, or the Recovery Amount, if any, with respect to the associated Liquidation Sale, as and when Borrower is required to pay such amounts in accordance with the terms of the applicable Agency Agreement or Purchase Agreement.

2.3 Maturity of Liquidation Loans . Each Liquidation Loan shall be due and payable in full, as the case may be for such Liquidation Loan, on the earlier of (i) 180 days after the date of the Revolving Credit Advance with respect to such Liquidation Loan, or (ii) twenty one (21) days after the last day of the Sale Term as stated in the applicable Liquidation Sale Agreement.

2.4 Interest and Letter of Credit Fees.

(a) Borrower may only request Revolving Credit Loans with an interest rate determined by reference to the LIBO Rate plus the LIBO Rate Margin.

(b) Accrued and unpaid interest on Liquidation Loans shall be payable on the earliest of (i) the first day of each calendar month after the Closing Date; (ii) the occurrence of an Event of Default in consequence of which the Lender elects to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. At any time that an Event of Default has occurred and is continuing, Lender shall have the option to convert the interest rate on all outstanding LIBO Rate Loans to the rate then applicable to Base Rate Loans hereunder. In the event that Lender exercises such right of conversion, Borrower shall indemnify, defend, and hold Lender and its Participants harmless against any and all Funding Losses resulting from such conversion in accordance with Section 2.4(i) .

(c) Borrower shall pay interest to Lender on the Daily Balance of the aggregate outstanding principal amount of all Liquidation Loans at a per annum rate equal to the sum of (i) the Base Rate or LIBO Rate, as applicable to such Liquidation Loan, plus (ii) the applicable Margin. All other Obligations shall bear interest at a per annum rate equal to the Base Rate plus the Margin then applicable to Other Asset Advances.

(d) As to each outstanding Letter of Credit, Borrower shall pay Lender a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Annex B attached hereto) which shall accrue at a rate equal to the aggregate Letter of Credit Fees applicable to such Letters of Credit times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(e) Letter of Credit Fees and all other Fees (except the Closing Fee which shall be payable from the proceeds of the first Revolving Credit Advance to be made hereunder) payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations are outstanding. Borrower hereby authorizes Lender, from time to time, without prior notice to Borrower, to charge interest and fees, all Lender Expenses (as and when incurred), Fees, and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to Wells Fargo or its Affiliates in respect of Bank Products up to the amount of the then extant Bank Products Reserve) to Borrower’s Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the Base Rate plus the applicable Margin applicable for Revolving Credit Advances with an Inventory Advance Rate of 92.5% hereunder. Any interest not paid when due shall be compounded by being charged to Borrower’s Loan Account and shall thereafter constitute Revolving Credit Advances hereunder and shall accrue interest at the Base Rate plus the applicable Margin applicable for Inventory Advances with an Inventory Advance Rate of 92.5% hereunder. The Lender shall provide Borrower with copies of invoices it receives in respect to Lender Expenses upon request.

(f) If any payment on any Liquidation Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(g) All computations of interest shall be made by Lender on the basis of a three hundred and sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest is payable. Each determination by Lender of an interest rate hereunder shall be conclusive, absent manifest error. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(h) So long as any Event of Default shall have occurred and be continuing, and at the election of Lender after written notice from Lender to Borrower, the interest rates and the Letter of Credit Fees applicable to each of the Liquidation Loans shall be increased by two percent (2%) per annum above the rates of interest or the Letter of Credit Fees otherwise applicable hereunder (“ Default Rate ”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.

(i) Notwithstanding anything to the contrary set forth in this Section 2.4 , if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “ Maximum Lawful Rate ”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by Lender pursuant to the terms hereof exceed the amount which Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.4(h) , a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.8 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

(j) In connection with each LIBO Rate Loan, Borrower shall indemnify, defend, and hold Lender harmless against any loss, cost, or expense incurred by Lender as a result of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any LIBO Rate Loan on the date specified in any Notice of Revolving Credit Advance delivered pursuant hereto (such losses, costs, and expenses, collectively, “ Funding Losses ”). Funding Losses shall, with respect to Lender, be deemed to equal the amount determined by Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBO Rate Loan had such event not occurred, at the LIBO Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Lender delivered to Borrower setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error.

(k) Borrower may prepay LIBO Rate Loans at any time; provided , however , that in the event that LIBO Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the

required application by Lender of Proceeds in accordance with Section 2.8 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Lender and its Participants harmless against any and all Funding Losses in accordance with Section 2.4(i) .

(l) The following provisions shall apply to each LIBOR Loan:

(i) The LIBO Rate may be adjusted by Lender on a prospective basis to take into account any additional or increased costs to the Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBO Rate. In any such event, the Lender shall give Borrower notice of such a determination and adjustment and, upon its receipt of such notice from the Lender, Borrower may, by notice to the Lender (y) require the Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBO Rate and the method for determining the amount of such adjustment, or (z) repay the LIBO Rate Loans with respect to which such adjustment is made (together with any amounts due under Section 2.4(i) above).

(ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of the Lender, make it unlawful or impractical for the Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBO Rate, the Lender shall give notice of such changed circumstances to Borrower and in the case of any LIBO Rate Loans that are outstanding, the date specified in the Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBO Rate Loans, and interest upon the LIBO Rate Loans shall accrue interest at the rate that would be applicable to a Base Rate Loan plus the applicable Margin.

(iii) Anything to the contrary contained herein notwithstanding, neither the Lender nor any Participant is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBO Rate. The provisions of this clause shall apply as if the Lender or any Participant had match funded any Obligation as to which interest is accruing at the LIBO Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBO Rate Loans.

2.5 Fees . Borrower shall pay to Lender all Lender Expenses, including, but not limited to, the following fees and charges, which fees and charges shall be non-refundable when paid (irrespective of whether this Agreement is terminated thereafter):

(a) Closing Fee . The Borrower shall pay the Lender, from the proceeds of the first Revolving Credit Advance made hereunder, for its sole account, the Closing Fee. The

Closing Fee has been fully earned as of the Closing Date by the Lender’s execution of this Agreement. The Closing Fee shall in no way limit Borrower’s obligations to pay any other fee, or reimburse the Lender for any cost or expense, under the Loan Documents.

(b) Success Fee . Upon completion of the Final Accounting with respect to any Liquidation Sale, Borrower shall pay to Lender the Success Fee, if any, with respect to such Liquidation Sale. To the extent that Lender has received and is still holding payments with respect to such Liquidation Sale after all other Obligations with respect to such Liquidation Sale have been paid in full, Lender may apply the amount of payments against any Success Fee with respect to such Liquidation Sale.

(c) Audit, Appraisal, and Valuation Charges . For the separate account of Lender, Borrower shall pay all audit, appraisal, and valuation fees plus out-of-pocket expenses, for each audit, appraisal, and valuation of the Collateral performed by or at the request of Lender, or the actual charges paid or incurred by Lender if it elects to employ the services of one or more third Persons to perform financial audits of Borrower, to appraise the Collateral, or any portion thereof, or to assess Borrower’s business valuation.

2.6 Cash Management Systems.

(a) Borrower shall (i) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the banks set forth on Schedule 2.6 (each a “ Cash Management Bank ”), and shall request in writing and otherwise take such reasonable steps to ensure that all amounts owed to Borrower by any Person is directly deposited to one of the cash management accounts at such Cash Management Banks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections into one of the DDAs set forth on Schedule 2.6 (a “ Cash Management Account ”) at one of the Cash Management Banks or the Collection Account. If, notwithstanding the provisions of this Section 2.6 , Borrower receives or otherwise has dominion over or control of any Collections, Borrower shall hold such Collections in trust for Lender and shall not commingle such Collections with any Person’s other funds or deposit such Collections in any account of any other Person except as instructed by Lender.

(b) Borrower shall establish and maintain Cash Management Agreements with Lender and each Cash Management Bank set forth on Schedule 2.7 and Wells Fargo in respect to the Collection Account and Disbursement Account and, upon the request of Lender at any time, at any other DDA . Each such Cash Management Agreement shall be a Control Agreement and provide, among other things, that (i) upon notice from Lender, the Cash Management Bank will comply with instructions of Lender directing the disposition of funds in the Cash Management Account without further consent by Borrower, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) except as otherwise permitted under Section 2.6(e) , the Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Collection Account and (iv) Borrower shall have no (A) access to such Cash Management Account(s) or the contents thereof and (B) right to direct the distribution of any funds from such Cash Management Account(s).

(c) Borrower has or shall establish and maintain a Cash Management Agreement with Wells Fargo and each Cash Management Bank that maintains a Collection Account (which agreement shall govern such Collection Account). Such Cash Management Agreement(s) shall each be a Control Agreement and provide, among other things, that (i) upon notice from Lender, such Cash Management Bank will comply with instructions of Lender directing the disposition of funds in such Collection Account without further consent by Borrower, (ii) such Cash Management Bank has no rights of setoff or recoupment or any other claim against such Collection Account, other than for payment of its service fees and other charges directly related to the administration of such Collection Account and for returned checks or other items of payment, (iii) the Cash Management Bank immediately will forward by daily sweep all amounts in such Collection Account to the Lender’s Account and (iv) Borrower shall have no (A) access to such Collection Account or the contents thereof and (B) right to direct the distribution of any funds from such Collection Account.

(d) Promptly at the request of the Lender, Borrower shall deliver to the Lender notification, executed by Borrower, to each depository institution at which such Borrower maintains any DDA (other than DDA’s established for petty cash), in form and substance satisfactory to the Lender in its sole discretion, of the Lender’s Liens in such DDA and, shall instruct such depository institution, upon direction of the Lender, to remit all amounts deposited from time to time in the DDA to the Lender’s Account or as otherwise directed from time to time by the Lender. Except as otherwise may be provided with respect to Blocked Accounts pursuant to Section 2.6(e), Borrower shall not establish any DDA hereafter unless, contemporaneous with such establishment, Borrower notifies Lender and, if requested by Lender, delivers to such depository institution the notification described herein and together with a Cash Management Agreement. Borrower shall not change such direction or designation without the prior written consent of Lender. If no Event of Default has occurred and is continuing, the Lender shall not direct any such depository institution referred to in this Section 2.6(d) to remit amounts to the Lender without taking into consideration other expenditures to be made from such accounts provided that the provisions of this sentence shall not apply to Cash Management Accounts, Blocked Accounts, or the Collection Account(s). Notwithstanding the foregoing, Borrower shall not be required to provide a cash management agreement or other control agreement with respect to any DDA in which a balance of $2,500 or less is maintained at all times (provided that the aggregate amount of such balances in all accounts does not exceed $20,000 and the full balance in such account is swept into the Collection Account at least twice per week).

(e) Notwithstanding anything herein to the contrary, for each Liquidation Sale, prior to Lender’s making the Revolving Credit Advance or incurring the Letter of Credit Obligations with respect to such Liquidation Sale, unless such requirement is waived in writing by Lender, Borrower shall establish a blocked account in Borrower’s name (the “ Blocked Account ”) at a bank acceptable to Lender, for the deposit of all Collections and other amounts that Borrower is entitled to receive and use with respect to such Liquidation Sale, and Borrower shall deposit or cause to be deposited to the Blocked Account such amounts at least two times per week, or more frequently as Borrower may determine is appropriate. In the event that

Borrower has not established a Blocked Account prior to the date on which Lender is otherwise willing to make an Revolving Credit Advance or incur the Letter of Credit Obligations with respect to any Liquidation Sale, Borrower shall cause, in a manner satisfactory to Lender in its sole discretion, all Collections and other amounts which Borrower is entitled to receive and use with respect to such Liquidation Sale at the Collection Account at least two times per week, or more frequently as Borrower may determine is appropriate.

(f) Prior to Lender’s making the Revolving Credit Advance or incurring the Letter of Credit Obligations with respect to each Liquidation Sale, the bank at which the Blocked Account for such Liquidation Sale has been established shall have entered into a Control Agreement with Lender and Borrower, in form and substance acceptable to Lender, which shall immediately become operative at the bank at which the Blocked Account is maintained. Such Control Agreement shall provide, among other things, that such bank executing such agreement has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees and other charges directly related to the administration of such account, and the bank at which the Blocked Account is located agrees to forward immediately all amounts in the Blocked Account to the Collection Account and to commence the process of daily sweeps from the Blocked Account into the Collection Account. Although, as a result of the collection of payments in the Collection Account, a credit balance may exist in favor of Borrower, under no circumstance shall such credit balance accrue interest in favor of Borrower.

(g) For each Liquidation Sale, Borrower shall establish, in its name, a separate account (each a “ Disbursement Account ”) at a bank acceptable to Lender (the “ Disbursement Account Bank ”) into which Lender shall deposit proceeds of the Revolving Credit Advances with respect to such Liquidation Sale, except for those proceeds as to which Lender and Borrower have agreed upon an alternative method of funding, for use by Borrower solely in accordance with the provisions of Section 2.2 . Prior to Lender’s making such Revolving Credit Advance, the bank at which the Disbursement Account for such Liquidation Sale has been established shall have entered into a Control Agreement with Lender and Borrower, in form and substance acceptable to Lender, which shall immediately become operative at the bank at which the Blocked Account is maintained. Such Control Agreement shall provide, among other things, that such bank executing such agreement has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees and other charges directly related to the administration of such account.

(h) The Cash Management Accounts, Collection Accounts, Blocked Account and the Disbursement Account for each Liquidation Sale shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Liquidation Loans and all other Obligations, and in which Borrower shall be deemed to have granted a Lien to Lender pursuant to the Collateral Documents. Unless Lender otherwise agrees, Borrower shall maintain the Blocked Account and the Disbursement Account with respect to each Liquidation Sale so long as there is any reasonable expectation that any additional Collections will be received or Revolving Credit Advances made with respect to such Liquidation Sale.

2.7 Payments .

(a) Receipt of Payments . Except as otherwise expressly provided herein, all payments by Borrower shall be made to Lender’s Account and shall be made in immediately available funds, no later than 1:00 p.m. (Boston, Massachusetts time) on the date specified herein. Any payment received by Lender later than 1:00 p.m. (Boston, Massachusetts time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(b) Crediting Payments; Float Charge . The receipt of any payment item by Lender (whether from transfers to Lender by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Lender’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Lender only if it is received into the Lender’s Account on a Business Day on or before 1:00 p.m. (Boston, Massachusetts time). If any payment item is received into the Lender’s Account on a non-Business Day or after 1:00 p.m. (Boston, Massachusetts time) on a Business Day, it shall be deemed to have been received by Lender as of the opening of business on the immediately following Business Day. From and after the Closing Date, Lender shall be entitled to charge Borrower, for the account of the Lender one (1) Business Day of ‘clearance’ or ‘float’ at the rate applicable to the Base Rate plus the applicable Margin applicable for Inventory Advances with an Inventory Advance Rate of 92.5% hereunder on all Collections that are received by Borrower (regardless of whether forwarded by the Cash Management Banks to Lender). This across-the- board 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the financing of Borrower; the effect of such clearance or float charge being the equivalent of charging 1 Business Day of interest on such Collections.

2.8 Application and Allocation of Payments.

(a) Prior to the date on which the Final Accounting for any Liquidation Sale is approved by Lender, any and all payments at any time or times received from or on behalf of Borrower (or from or on behalf of any joint venture of which the Borrower is a joint venturer) with respect to such Liquidation Sale shall be applied, subject to the Final Accounting, in the following order: (i) principal payments with respect to Revolving Credit Advances (including Total Expense Advances) made with respect to Expenses of the applicable Liquidation Sale; (ii) then due and payable payments of interest with respect to the applicable Liquidation Loan; (iii) then due and payable Letter of Credit Fees with respect to the applicable Liquidation Loan; (iv) then due and payable Obligations with respect to the applicable Liquidation Loan, other than interest, Letter of Credit Fees, and principal payments; (v) principal payments on the applicable Liquidation Loan (other than with respect to Expenses); (vi) to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B until all of such Letter of Credit Obligations with respect to the applicable Liquidation Sale have been fully cash collateralized; (vii) to fund a reserve for all Expenses shown on the Budget that have not been paid or yet incurred with respect to the applicable Liquidation Sale, to the extent such Expenses have not been otherwise reserved for under a Letter of Credit; (viii) to fund a reserve for the Recovery

Amount with respect to the applicable Liquidation Sale; (ix) to Expenses paid by Borrower with respect to the applicable Liquidation Sale that were not funded with Revolving Credit Advances; (x) to deposits to the Disbursement Account, for the benefit of Borrower, for payment of up to the Borrower Equity Amount; (xi) to any unpaid amounts due to Lender in respect to other Liquidation Loans in respect to other Liquidation Sales that have been completed; and (xii) ninety percent (90%) of the remaining amount, if any, to preliminary payments based on the Net Profit Margin with respect to the applicable Liquidation Sale, pro rata based upon the Success Fee percentage for such Liquidation Sale to Lender for the Success Fee and to deposits to the Disbursement Account for the benefit of Borrower; and (xiii) the remaining ten percent (10%) to be held by Lender pending completion of the Final Accounting. Upon the Final Accounting, any remaining amounts received by Lender with respect to such Liquidation Sale after application in accordance with the order set forth above, shall be applied in the following order: (I) to payment of the Success Fee, if any, with respect to such Liquidation Sale; and then (II) to deposits to the Disbursement Account, for the benefit of Borrower.

(b) If upon the Final Accounting it is determined that any payments previously applied in accordance with Section 2.8(a) need to be adjusted to reflect the actual amounts of all of the items set forth in Section 2.8(a) , and that the amount received by either party is greater than the amount than such party is ultimately determined to be entitled to receive, then such party shall pay the amount of such excess to the other party.

(c) Lender is authorized to, and at its sole election may, charge to the applicable Liquidation Loan balance on behalf of Borrower and cause to be paid all Fees, interest and other amounts owing by Borrower under this Agreement or any of the other Loan Documents with respect to such Liquidation Loan, if and to the extent Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the Revolving Loan to exceed the Revolving Credit Ceiling. At Lender’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

(d) To the extent that Lender applies any cash payment to a reserve or cash collateral account maintained by Lender pursuant to Section 2.8(a) , Lender shall credit interest to any such account in an amount equal to the actual interest that Lender earns on overnight deposits.

2.9 Loan Account and Accounting . Lender shall maintain an account on its books in the name of Borrower (the “ Loan Account ”) on which Borrower will be charged with all Liquidation Loans made by the Lender, to Borrower or for Borrower’s account, the Letters of Credit issued for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender Expenses. All amounts received in the Lender’s Account from any Cash Management Bank shall be applied in accordance with Section 2.8 and the Loan Account shall be credited accordingly. Lender shall render statements regarding the Loan Account to Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Expenses, and such statements shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender unless, within 30 days after receipt thereof by Borrower, Borrower shall deliver to Lender written objection thereto describing the error or errors contained in any such statements. Only those items expressly objected to in such notice shall be deemed to be disputed by Borrower.

2.10 Disbursement Account . Lender is authorized to make the Liquidation Loans and is authorized to issue the Letters of Credit (or to cause Underlying Issuer to issue the Letters of Credit), under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person. Borrower agrees to establish and maintain the Disbursement Account with the Disbursement Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowers and made by the Lender hereunder. So long as no Default or Event of Default has occurred and is continuing, Borrower may add or replace the Designated Account Bank or the Designated Account on 30 days prior written notice to Lender; provided , however , that (i) such prospective Disbursement Account Bank shall be satisfactory to Lender and Lender shall have consented in writing in advance to the opening of such Disbursement Account with the prospective Designated Account Bank, and (ii) prior to the time of the opening of such Disbursement Account, Borrower, Lender and such prospective Disbursement Account Bank shall have executed and delivered to Lender a Control Agreement with respect to the Disbursement Account. Unless otherwise agreed by Lender and Borrower, any Revolving Credit Advance requested by Borrower and made by the Lender, in its sole discretion, shall be made to the Disbursement Account.

Unless otherwise agreed by Lender and Borrower, any Revolving Credit Advance requested by Borrower and made by Lender hereunder shall be made to the Disbursement Account.

2.11 Indemnity .

(a) Borrower and Great American, jointly and severally, shall pay, indemnify, defend, and hold the Lender, each Participant, and each of Lender’s or Participant’s respective officers, directors, employees, agents, attorneys, and attorneys-in-fact (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable and documented attorneys fees and disbursements and other reasonable and documented costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the “ Indemnified Liabilities ”). The foregoing to the contrary notwithstanding, Borrower and Great American shall have no obligation to any Indemnified Person under this Section 2.11(a) with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which

Borrower or Great American was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. Borrower and Great American shall be subrogated to an Indemnified Person’s rights of recovery to the extent of any liabilities satisfied by the Borrower or Great American and such Indemnified Person shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the execution thereof; provided, however, that, and, notwithstanding the foregoing to the contrary, such subrogation rights of Borrower or Great American may not be exercised until payment in full of all Obligations due hereunder and the termination of this Agreement and shall be subordinate to the Obligations due Lender in all respects. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT (NOT CONSTITUTING GROSS NEGLIGENCE) OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

(b) Great American shall pay, indemnify, defend, and hold harmless (to the fullest extent permitted by law) from and against any and all Indemnified Liabilities which may be instituted or asserted against or incurred by any such Indemnified Person as a result of the engagement of Great American or any of its employees in, or any of such Person’s causing Borrower to engage in, any fraud, acts in bad faith or intentional breach of the terms of this Agreement or the Liquidation Sales Agreement in connection with any Liquidation Sale. The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section 2.11(a) with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT (NOT CONSTITUTING GROSS NEGLIGENCE) OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

2.12 Access . Borrower shall, during normal business hours, from time to time upon one (1) Business Day’s prior notice as frequently as Lender reasonably determines to be appropriate: (a) provide Lender and any of its officers, employees and agents access to its properties, facilities, advisors and employees (including officers) of Borrower and to the Collateral, (b) permit Lender, and any of its officers, employees and agents, to inspect, audit and make extracts from Borrower’s Books and Records, (c) permit Lender, and its officers, employees and agents, to inspect, review, evaluate and make test verifications and counts of the Retail Inventory and Other Assets with respect to any Liquidation Sale, and (d) cause each Merchant to provide to Lender and its officers, employees and agents the same access to the properties and facilities and Books of such Merchant that are used in connection with the Liquidation Sale as is provided to Borrower by such Merchant under the applicable Agency Agreement or Purchase Agreement. If a Default or Event of Default shall have occurred and be continuing, Borrower shall provide such access at all times and without advance notice. Borrower shall make available to Lender and its counsel, as quickly as is possible under the

circumstances, originals or copies of all books and records which Lender may request. Borrower shall deliver any document or instrument necessary for Lender, as it may from time to time request, to obtain records from any service bureau or other Person which maintains records for Borrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower.

2.13 Taxes .

(a) Any and all payments by Borrower hereunder or under any Note shall be made, in accordance with this Section 2.13 , free and clear of and without deduction for any and all present or future Taxes. If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13 ) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, Borrower shall furnish to Lender the original or a certified copy of a receipt evidencing payment thereof.

(b) Borrower shall indemnify and, within ten (10) days of Borrower’s receipt of Lender’s demand therefor, pay Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 2.13 ) paid by Lender, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted.

2.14 Capital Requirements . If, after the date hereof, the Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by the Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), will have the effect of reducing the return on Lender’s or such holding company’s capital as a consequence of its commitments hereunder to a level below that which the Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration the Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by the Lender to be material, then the Lender may notify Borrower thereof. Following receipt of such notice, Borrower agrees to pay the Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 90 days after presentation by the Lender of a statement in the amount and setting forth in reasonable detail the Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, the Lender may use any reasonable averaging and attribution methods.

2.15 Communication with Accountants and Other Professionals . Borrower authorizes Lender to communicate directly with any professionals retained by Borrower in connection with

any Liquidation Sale, and authorizes and shall instruct each of those professionals to disclose and make available to Lender any and all financial statements and other supporting financial documents, schedules and information relating to such Liquidation Sale, except to the extent that such materials are protected by a legally recognized privilege held by Borrower and disclosure thereof to Lender cannot be accomplished without causing a waiver by Borrower of such privilege.

3.	CONDITIONS PRECEDENT

3.1 Conditions to the Occurrence of the Closing Date . The Closing Date shall not occur, and neither Borrower nor Lender shall have any rights or obligations under this Agreement until the following conditions have been satisfied or provided for in a manner satisfactory to Lender, in Lender’s sole discretion, or waived in writing by Lender:

(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower and Lender; and Lender shall have received such documents, instruments, agreements, certificates, and legal opinions as Lender shall request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Schedule of Documents as required to be delivered on or before the Closing Date, each in form and substance satisfactory to Lender.

(b) The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects.

(c) No Default or Event of Default shall have occurred and be continuing, nor shall either result from the occurrence of the Closing Date.

(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the occurrence of the Closing Date shall have been issued and remain in force by any Governmental Authority against Borrower, Great American, Lender, or any of their Affiliates.

(e) No Material Adverse Effect shall have occurred nor shall result from the occurrence of the Closing Date.

(f) Lender shall have received (i) satisfactory evidence that Borrower and Great American have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents, or (ii) an officer’s certificate in form and substance satisfactory to Lender affirming that no such consents or approvals are required.

(g) The organization and capital structure of Borrower shall be acceptable to Lender in its sole discretion.

(h) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the other Loan Documents or the consummation of the

transactions contemplated thereby and which, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

(i) Lender shall have received all necessary credit committee and other internal approvals required for their execution and delivery of the Loan Documents and shall have completed preliminary business, legal, and collateral due diligence, including (i) all requirements related to the Patriot Act, anti-money laundering rules and regulations, and all other “know your customer” requirements with respect to Borrower and Great American and their Affiliates; and (ii) a preliminary collateral audit and review of Borrower’s Books and verification of Borrower’s representations and warranties to the Lender, the results of which shall be satisfactory to Lender.

(j) Lender shall have received a preliminary reference check with respect to Borrower’s senior management, the results of which are satisfactory to Lender in its sole discretion.

(k) Borrower shall have paid all Lender Expenses, including without limitation the fees and expenses of Lender’s legal counsel, incurred in connection with the transactions evidenced by this Agreement.

(l) Lender shall have received evidence satisfactory to it that each of Borrower and Great American has received all consents, licenses, approvals or evidence of other actions required by any Person, including any Governmental Authority, in connection with the execution and delivery by such Borrower or Great American of this Agreement or any other Loan Document to which such Person is a party or with the consummation of the transactions contemplated hereby or thereby.

(m) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Lender.

3.2 Conditions to each Inventory or Other Assets Advance and Letter of Credit . Lender shall not make the Revolving Credit Advance or incur any Letter of Credit Obligations with respect to any Liquidation Sale until the following conditions with respect to such Liquidation Sale and the Liquidation Loan with respect thereto have been satisfied or provided for in a manner satisfactory to Lender, in Lender’s sole discretion, or waived in writing by Lender:

(a) Lender shall have received such documents, information and other materials required to be included with the Liquidation Loan Proposal and such other documents, information and other materials as Lender may reasonably request or are required hereunder, including executed versions of the Liquidation Sales Agreements, executed agreements establishing the Blocked Accounts for such Liquidation Sale, copies of any court orders required for any Merchant which is a party to any Insolvency Proceeding to enter into a Liquidation Sales Agreement and to sell its Inventory and, if applicable, Other Assets in a Liquidation Sale, all in form and substance reasonably satisfactory to Lender.

(b) The inventory taking and verification processes conducted by RGIS or another inventory taking company acceptable to Lender shall have been completed in a manner reasonably satisfactory to Lender; provided, that, so long as all other conditions precedent are satisfied, a portion of a Revolving Credit Advance may be made pursuant to Section 2.1(a)(iii) before the final inventory count has been completed.

(c) Lender shall have received evidence reasonably satisfactory to Lender that licenses (including going out of business sale licenses, if necessary), consents and acknowledgments have been obtained, and filings have been made, or if such licenses, consents and acknowledgments have not been obtained or such filings have not been made, then such licenses, consents and acknowledgments will be obtained and such filings will be made at or before the time they are required, from all Persons whose licenses, consents and acknowledgments or with whom filings may be required, including all requisite Governmental Authorities, with respect to the terms and to the execution, delivery and performance of the Liquidation Sales Agreements, and the performance of this Agreement and the other Loan Documents with respect thereto.

(d) Lender shall have received evidence satisfactory to it that (i) all Liens with respect to the applicable Liquidation Sale, if any, other than those of Lender, upon any of the Collateral with respect to such Liquidation Sales Agreements, have been terminated, released, or assigned to Borrower or Lender, and (ii) in the event there are no Liens on the Retail Inventory and Other Assets, Borrower shall have been granted a security interest in the such Retail Inventory and Other Assets to secure the obligations of the Merchant under the Liquidation Sales Agreements. In either case, all such Liens held by Borrower shall have been assigned to Lender.

(e) Lender shall have received evidence satisfactory to it that the “Merchandise,” as defined in the applicable Agency Agreement or Purchase Agreement, is free of all Liens, other than those of Borrower or Lender.

(f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, the Liquidation Sales Agreements or the consummation of the transactions contemplated thereby and which, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated thereby this Agreement or any of the other Loan Documents.

(g) The Borrower shall have deposited the Borrower Equity Amount with respect to such Liquidation Sale in the Disbursement Account and Lender shall have received evidence satisfactory to it that any required Expense L/C or other L/C required under the applicable Liquidation Sales Agreement in respect to unpaid installments of the Guaranteed Amount or Purchase Price have been issued and remains outstanding or arranged to be issued. If Lender is incurring Letter of Credit Obligations with respect to the Guaranteed Amount or Purchase Price with respect to such Liquidation Sale, Lender shall have received from Borrower cash collateral or a letter of credit in form, substance and issued by an issuer satisfactory to Lender, in either case in an amount equal to the Borrower Equity Amount with respect to such Liquidation Sale.

3.3 Further Conditions to Each Revolving Credit Advance . Lender shall not be obligated to fund any Revolving Credit Advance (including any Inventory or Other Assets Advance) or incur any Letter of Credit Obligations if, as of the date thereof:

(a) any representation or warranty by Borrower contained herein or in any of the other Loan Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement; or

(b) any event or circumstance having a Material Adverse Effect shall have occurred since the date hereof and be continuing; or

(c) any Default or Event of Default shall have occurred and be continuing or would result after giving effect to any Revolving Credit Advance or the incurrence of any Letter of Credit Obligations; provided that, if the Default or Event of Default is a payment default, a Default or an Event of Default with respect to Section 4.20 , 6.10 or 7.2 of the Credit Agreement, a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (other than a Default or an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by Borrower), Lender shall not be obligated to fund any Revolving Credit Advances or incur any Letter of Credit Obligations only with respect to such Liquidation Loan;

(d) Lender has not been paid the Closing Fee prior to or contemporaneously with the initial Revolving Credit Advance to be made hereunder; or

(e) after giving effect to any Revolving Credit Advance, the outstanding principal amount of the Revolving Loan would exceed the Revolving Credit Ceiling.

The request and acceptance by Borrower of the proceeds of any Revolving Credit Advance or the incurrence of any Letter of Credit Obligations, in each case, shall be deemed to constitute, as of the date of such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 3.3 have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Lender’s Liens pursuant to the Collateral Documents.

4.	REPRESENTATIONS AND WARRANTIES

To induce Lender to make, in its sole discretion and with no obligation to do so, the Liquidation Loans and incur Letter of Credit Obligations, Borrower makes the following representations and warranties to Lender, each and all of which shall survive the execution and delivery of this Agreement.

4.1 Limited Liability Company Existence; Compliance with Law . Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof. Borrower (a) is a limited liability company duly organized and validly existing under the laws of its jurisdiction of formation; (b) is duly qualified to conduct business in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) has the requisite power and authority and the legal right to own, pledge,

mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (d) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its Operating Agreement; and (f) is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.2 Executive Offices; FEIN; Organizational Number . The current location of Borrower’s chief executive office and principal place of business is 21860 Burbank Blvd Suite 300 South, Woodland Hills, CA 91367 and Borrower has not had any other chief executive office or principal place of business. Borrower’s federal employer identification number is 26-3540693 and its organizational number given to it by its jurisdiction of formation is 200828810099. All information set forth on the Perfection Certificate pertaining to Borrower is accurate and complete as of the date hereof; and there has been no change in any of such information from the date on which the Perfection Certificate was signed by Borrower to the Closing Date.

4.3 Company Power, Authorization, Enforceable Obligations . The execution, delivery and performance by Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Borrower’s power as a limited liability company; (b) have been duly authorized by all necessary or proper company action; (c) do not contravene any provision of Borrower’s Operating Agreement; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of Borrower other than those in favor of Lender pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those, if any, referred to in Section 3.1(b) and except for recordings and filings by Lender in connection with the Liens granted to Lender under any of the Loan Documents, all of which will have been duly obtained, made or complied with prior to the Closing Date. Each Loan Document constitutes a legal, valid and binding obligation of Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to its enforceability.

4.4 Material Adverse Effect . All financial statements relating to Borrower and Great American that have been delivered by or on behalf of Borrower pursuant to Article 5 to the Lender have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects Borrower’s financial condition as of the date thereof and results of operations for the period then ended. No event has occurred, which alone or together with other events, could reasonably be expected to have a Material Adverse Effect.

4.5 Agreements Entered Into by Borrower . (a) Borrower has not entered into any contract, instrument, or other agreement other than this Agreement, the other Loan Documents, any Liquidation Sales Agreements, any Liquidator Joint Venture Agreements, and any other agreement entered into in the ordinary course of business and necessary to the performance of the foregoing agreements; and (b) Borrower is not in default and, except as previously disclosed to Lender in writing, to the best of Borrower’s knowledge no third party is in default under any of such agreements.

4.6 Ownership of Property; Liens . Borrower owns no property other than (i) the rights under the agreements described in Section 4.5(a) , and (ii) the Retail Inventory and/or Other Assets purchased pursuant to a Purchase Agreement, if any. Borrower has good and marketable title to such assets, and none of such assets is subject to any Liens other than Permitted Encumbrances. In addition, there are no facts, circumstances or conditions known to Borrower that may result in any Liens other than those in favor of Lender pursuant to the Loan Documents. The Lender’s Liens against the Collateral are validly created, perfected, and first priority Liens, subject only to Permitted Encumbrances.

4.7 Operations of Borrower; No Employees . Borrower has no employees and operates its business solely through services provided by Great American.

4.8 Ventures, Subsidiaries and Affiliates, and Indebtedness . Borrower has no Subsidiaries, is not engaged in any joint venture or partnership with any other Person, other than pursuant to any Liquidator Joint Venture Agreement, and is not an Affiliate of any other Person except Great American and their respective Affiliates listed on Schedule 4.8; and those natural Persons who may be deemed Affiliates by being managers of the Affiliates listed on Schedule 4.8 (and the same are not required to be listed on such Schedule) . Great American is the sole member of Borrower. Borrower has no outstanding indebtedness for borrowed money other than such as may be outstanding under the Revolving Loan.

4.9 Requirements of Law . Borrower is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940 as amended. Borrower is not subject to regulation under the Federal Power Act, or any other federal or state statute that restricts or limits its ability to incur indebtedness or to perform its obligations hereunder. The making of the Revolving Loan by Lender to Borrower, the incurrence of the Letter of Credit Obligations on behalf of Borrower, the application of the proceeds thereof and repayment thereof and the consummation of the Liquidation Sales will not violate any provision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission. Borrower is in compliance with, and shall hereafter comply with and use its assets in compliance with, all requirements of law except where the failure of such compliance will not be reasonably likely to result in a Material Adverse Effect. Borrower has not received any notice of any violation of any requirement of law (other than of a violation which could not be reasonably likely to result in a Material Adverse Effect).

4.10 Margin Regulations . Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin security” as such terms are defined in Regulation U of

the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin Stock”). Borrower owns no Margin Stock, and none of the proceeds of the Liquidation Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Liquidation Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board. Borrower will not take or permit to be taken any action which might cause any Loan Document to violate any regulation of the Federal Reserve Board.

4.11 Taxes . All tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by Borrower have been filed with the appropriate Governmental Authority and all Charges have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid). There are no assessments or threatened assessments by the IRS or any other applicable Government Authority currently outstanding. Borrower has not executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection-of any Charges. None of Borrower or any of its predecessors is liable for any Charges: (a) under any agreement (including any tax sharing agreements) or (b) to Borrower’s knowledge, as a transferee.

4.12 ERISA . Borrower has no employee benefit plans as defined in Section 3(3) of ERISA. None of Borrower or any ERISA Affiliate has taken, or failed to take, any action that has subjected or would subject Borrower to any liability with respect to any employee benefit plan.

4.13 No Litigation . No action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the knowledge of Borrower, threatened against Borrower, before any Governmental Authority or before any arbitrator or panel of arbitrators (collectively, “Litigation”) that challenges Borrower’s right or power to enter into or perform any of its obligations under the Loan Documents to which it is a party, or the validity or enforceability of any Loan Document or any action taken thereunder. There is no Litigation pending or, to the knowledge of Borrower, threatened that seeks damages or injunctive relief or alleges criminal misconduct of Borrower.

4.14 Brokers . No broker or finder acting on behalf of Borrower brought about the obtaining, making or closing of the Revolving Loan, and Borrower has no obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

4.15 Full Disclosure . No information contained in this Agreement, any of the other Loan Documents, any financial statement, or any other reports from time to time delivered hereunder or any written statement furnished by or on behalf of Borrower to Lender pursuant to the terms of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

4.16 Environmental Matters.

(a) (i) Borrower is not involved in operations nor does it know of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of Borrower; (ii) no notice has been received by Borrower identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of Borrower, there are no facts, circumstances or conditions that may result in Borrower being identified as a “potentially responsible party” under CERCLA or analogous state statutes; and (iii) Borrower has provided to Lender copies of all existing environmental reports, reviews and audits and all written information, if any, pertaining to actual or potential Environmental Liabilities.

(b) Borrower hereby acknowledges and agrees that Lender (i) is not now, and has not ever been, in control of any of Borrower’s affairs, and (ii) does not, other than in connection with Lender exercising certain of its rights under the Equity Pledge Agreement after an Event of Default, have the capacity through the provisions of the Loan Documents or otherwise to influence any Borrower’s conduct with respect to the ownership, operation or management of any of its compliance with Environmental Laws or Environmental Permits.

4.17 Deposit and Disbursement Accounts . Schedule 4.17 lists all banks and other financial institutions at which Borrower maintains deposits and/or other accounts as of the Closing Date, including any Disbursement Accounts, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number.

4.18 Government Contracts . None of the Liquidation Sales Agreements is or will be subject to the Federal Assignment of Claims Act, as amended (31 U.S.C. Section 3727) or any similar state or local law.

4.19 Solvency; Fraudulent Transfer.

(a) Both before and after giving effect to (a) the Revolving Credit Advances and Letter of Credit Obligations to be made or extended on the Closing Date or such other date as Revolving Credit Advances or Letter of Credit Obligations requested hereunder are made or extended, (b) the disbursement of the proceeds of such Revolving Credit Advances pursuant to the instructions of Borrower, (c) any Liquidation Sale and (d) the payment and accrual of all transaction costs in connection with the foregoing, Borrower is Solvent.

(b) No transfer of property is being made by Borrower and no obligation is being incurred by Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrower.

(c) No transfer of property is being made by the Borrower without receiving a reasonably equivalent value in exchange for such transfer and the Borrower’s remaining assets are not unreasonably small in relation to its business.

4.20 Liquidation Sales Agreements . Borrower has delivered to Lender complete and correct copies of all existing Liquidation Sales Agreements and Liquidator Joint Venture Agreements (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither Borrower nor, to Borrower’s knowledge, any other Person party thereto is in default in the performance or compliance with any provisions thereof. All Liquidation Sales Agreements and Liquidator Joint Venture Agreements comply with, and all Liquidation Sales prior to such time have been consummated in accordance with, all applicable laws. All requisite approvals by Governmental Authorities having jurisdiction over Borrower (or any joint venture of which Borrower is a joint venturer) and, to Borrower’s knowledge, Merchant and other Persons referenced therein, with respect to the transactions contemplated by such Liquidation Sales Agreements or Liquidator Joint Venture Agreements, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by such Liquidation Sales Agreements or Liquidator Joint Venture Agreements or to the conduct by Borrower of its business thereafter. To Borrower’s knowledge, none of the Merchant’s representations or warranties in such Liquidation Sales Agreements contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties given by Borrower in such Liquidation Sales Agreements is true and correct in all material respects. Notwithstanding anything contained in such Liquidation Sales Agreements to the contrary, such representations and warranties of Borrower are incorporated into this Agreement by this Section 4.20 and shall, solely for purposes of this Agreement and the benefit of Lender, survive the consummation of the related Liquidation Sale.

4.21 Patriot Act . Borrower is not (nor will it be) a Person with whom the Lender is restricted from doing business under regulations of the Office of Foreign Asset Control (“ OFAC ”) of the Department of Treasury of the United States of America (including, those persons named on the OFAC’s specially designated and Blocked Persons list) or under any similar statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support, or Terrorism) or other governmental action; Borrower is not knowingly engaging in and (shall not knowingly engage in) any dealings or transactions or otherwise associated with such persons. In addition, Borrower hereby agrees to provide the Lender with any additional information that the Lender deems reasonable and necessary from time to time in connection with the transactions contemplated by this Agreement in order to assure compliance with all applicable law, regulations, directives, orders, rulings, or judgments of any Governmental Authority concerning money laundering and similar activities.

4.22 No Events of Default . As of any date of determination, both before and after giving effect to the making of any Revolving Credit Advances or the issuance of any Letters of Credit, there are no Events of Default.

4.23 Use of Proceeds . The proceeds of any Liquidation Loan or any Letter of Credit is neither intended or anticipated to be used nor been used in any way which would cause a breach of Section 2.2 or otherwise result in an Event of Default.

4.24 Investments . On the Closing Date, the Borrower has no Investments, or any agreements or other legally binding commitments made by the Borrower to invest in any Person.

4.25 Indebtedness . Other than the Obligations and any obligations in respect to Liquidation Sale Agreements or Liquidator Joint Venture Agreements, the Borrower has no Indebtedness.

5.	FINANCIAL STATEMENTS AND INFORMATION

5.1 Reports and Notices . Borrower covenants and agrees that, from and after the Closing Date and until the Termination Date, it shall deliver to Lender (a) concurrently with the delivery of such information to the applicable Merchant, copies of financial statements, notices, projections and other financial information at the times and in the manner set forth in the Liquidation Sales Agreements with such Merchant, (b) promptly after receipt by Borrower, copies of any notices from any Merchant under or relating to the Liquidation Sales Agreements and (c) copies of any notices delivered to Borrower under any Liquidator Joint Venture Agreement.

5.2 Reports Relating to Liquidation Sales . In addition, Borrower shall provide to Lender the information with respect to each Liquidation Sale described on Schedule 5.2 .

5.3 Great American Financial Reports.

(a) As soon as available, but in any event within ninety (90) days after the end of each Fiscal year, Borrower shall deliver to Lender, or cause Great American to deliver to Lender, Consolidated and consolidating financial statements of Great American and its Subsidiaries for each such Fiscal year, audited by independent certified public accountants selected by Borrowers and reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management) together with a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the existence of any Default or Event of Default

(b) As soon as available, but in any event within 15 days after the end of each month during each of Great American’s Fiscal years, Borrower shall deliver to Lender, or cause Great American to deliver, each of the following which may be prepared by Great American internally:

(i) a Great American prepared Consolidated and individual balance sheet, income statement, and statement of cash flow covering Great American’s and its Subsidiaries’ operations during such period and comparing the same period during the prior year on a Consolidated, consolidating and individual basis

(ii) a certificate signed by the chief financial officer of Great American to the effect that:

5.3.b.ii.1 the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to Fiscal year-end audit adjustments) and fairly present in all material respects the financial condition of Great American and its Subsidiaries,

5.3.b.ii.2 the representations and warranties of Borrower contained in this Agreement and the other Loan Documents, and of Great American contained in the Great American Guaranty, are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and

5.3.b.ii.3 there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or propose to take with respect thereto).

6.	AFFIRMATIVE COVENANTS

Borrower agrees that from and after the date hereof and until the Termination Date:

6.1 Maintenance of Existence and Conduct of Business . Borrower shall: (a) do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a limited liability company, and its rights and franchises necessary to the proper conduct of its business; (b) continue to conduct its business solely for the purpose of conducting Liquidation Sales; (c) at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear); and (d) transact business only in its legal name.

6.2 Payment of Obligations.

(a) Subject to Section 6.2(b) , Borrower shall pay and discharge or cause to be paid and discharged promptly all Charges and lawful claims for labor, materials, supplies and services or otherwise, before any thereof shall become past due.

(b) Borrower may in good faith contest, by appropriate proceedings, the validity or amount of any Charges or claims described in Section 6.2(a) ; provided , that (a) at the time of commencement of any such contest no Default or Event of Default shall have occurred and be continuing, (b) adequate reserves with respect to such contest are maintained on the books of Borrower, in accordance with GAAP, (c) such contest is maintained and prosecuted continuously and with diligence and operates to suspend collection or enforcement of such Charges or claims or any Lien in respect thereof, (d) none of the Collateral becomes subject to forfeiture or loss as a result of such contest, (e) no Lien shall be imposed to secure payment of such Charges, (f) Borrower shall promptly pay or discharge such contested Charges or claims and all additional charges, interest, penalties and expenses, if any, and shall deliver to Lender evidence acceptable to Lender of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to Borrower or the conditions set forth in this Section 6.2(b) are no longer met, and (g) Lender has not advised Borrower in writing that Lender reasonably believes that nonpayment or nondischarge thereof could have or result in a Material Adverse Effect.

6.3 Books and Records . Borrower shall keep adequate Books and records with respect to its business activities, including, without limitation, Books and records relating to all Expenses, in which proper entries, reflecting all financial transactions, are made in accordance with GAAP. All Expenses shall be documented.

6.4 Insurance .

(a) Borrower shall, at its sole cost and expense, maintain or cause any Merchant to maintain, as the case may be, policies of insurance required to be maintained (or caused to be maintained) by Borrower in any applicable Liquidation Sales Agreement, in form and with insurers acceptable to Lender. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Lender may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Lender deems advisable. Lender shall have no obligation to obtain insurance for Borrower or pay any premiums therefor. By doing so, Lender shall not be deemed to have waived any Default or Event of Default arising from Borrower’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Lender and shall be additional Obligations hereunder secured by the Collateral.

(b) Lender reserves the right at any time upon any change in Borrower’s risk profile to require additional forms and limits of insurance to, in Lender’s reasonable opinion, adequately protect both Lender’s interests in all or any portion of the Collateral and to ensure that Borrower is protected by insurance in amounts and with coverage customary for its industry. If requested by Lender, Borrower shall deliver to Lender from time to time a report of a reputable insurance broker, reasonably satisfactory to Lender, with respect to its insurance policies.

(c) Borrower shall deliver to Lender, in form and substance reasonably satisfactory to Lender, endorsements to all policies of insurance naming Lender as loss payee or additional insured, as the case may be, for those policies of insurance under which Borrower is named as an insured. Borrower shall promptly notify Lender of any loss, damage, or destruction to the Collateral, the Retail Inventory, or the Other Assets, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Lender in the collection or handling thereof, Lender shall apply such proceeds to the reduction of the Obligations in accordance with Section 2.8 .

6.5 Compliance with Laws . Borrower shall comply with all federal, state, local, and foreign laws and regulations applicable to it, except to the extent that the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Disclosure Schedule shall be appropriately marked to show the changes made therein); provided that (a) no such supplement to any such Disclosure Schedule or representation shall be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Lender in writing; and (b) no supplement shall be required as to representations and warranties that relate solely to the Closing Date.

6.7 Intellectual Property . Borrower will conduct its business and affairs without infringement of or interference with any intellectual property of any other Person.

6.8 Environmental Matters . Borrower shall and shall cause each Person within its control to: (a) conduct its operations and keep and maintain its property in compliance with all Environmental Laws and Environmental Permits; (b) implement any and all investigation, remediation, removal and response actions which are appropriate or necessary to comply with Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its property; (c) notify Lender promptly after Borrower becomes aware of any violation of Environmental Laws or Environmental Permits or any Release on, at, in, under, above, to, from or about any property; and (d) promptly forward to Lender a copy of any order, notice, request for information or any communication or report received by Borrower in connection with any such violation or Release or any other matter relating to any Environmental Laws or Environmental Permits, in each case whether or not the Environmental Protection Agency or any Governmental Authority has taken or threatened any action in connection with any such violation, Release or other matter. Borrower shall not be deemed to have a Merchant “within its control” solely because of the provisions of any Liquidation Sales Agreement.

6.9 Further Assurances . Borrower agrees that it shall and shall cause any Merchant to, at Borrower’s expense and upon request of Lender, duly execute and deliver, or cause to be duly executed and delivered, to Lender such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Lender to carry out more effectually the provisions and purposes of this Agreement or any other Loan Document. Without limiting the foregoing, Borrower shall take all actions necessary such that the Liens granted to Lender pursuant to the Collateral Documents will at all times be fully perfected first priority Liens in and to the Collateral described therein, subject, as to priority, only to Permitted Encumbrances with respect to the Collateral.

6.10 Liquidation Related Agreements.

(a) Borrower shall comply with all material terms, provisions and conditions of the Liquidation Sales Agreements and Liquidator Joint Venture Agreements, and Borrower shall promptly notify Lender of any breach of or noncompliance with any material terms, provisions, or conditions of any Liquidation Sales Agreement by the applicable Merchant of which Borrower has knowledge or of any Liquidator Joint Venture Agreements by any Person party thereto of which Borrower has knowledge.

(b) Contemporaneously with Borrower’s execution and delivery of any Liquidation Sales Agreement or Liquidator Joint Venture Agreement (or any amendment, modification, waiver, or restatement of any of the foregoing), Borrower shall deliver to Lender a complete copy of such Liquidation Sales Agreement or Liquidator Joint Venture Agreement and a duly executed Collateral Assignment with respect thereto.

6.11 Investment Proceeds, Etc . The proceeds of any Investment from any source in Borrower and any other funds received by Borrower other than from ordinary course business operations (including, without limitation, sales or other dispositions of any Borrower’s assets other than in the ordinary course of Borrower’s business, the proceeds from the issuance of any debt or the incurrence of any Indebtedness by Borrower other than Indebtedness permitted under Section 7.4 hereof, any proceeds from the issuance of membership interests of Borrower after the date hereof, tax refunds, damage awards, or insurance or condemnation proceeds) shall be deposited directly into the Collection Account, provided, however, that notwithstanding the foregoing, Borrower may deposit the Borrower Equity Amount needed for specific Liquidation Sales directly into the Disbursement Account.

6.12 Immediate Notice to Lender . The Borrower shall provide Lender with written notice promptly upon the occurrence of any of the following events, which written notice shall state with reasonable particularity the facts and circumstances of the event for which such notice is being given:

(a) Any change in the Authorized Persons;

(b) Any cessation by Great American or Borrower making payment to its creditors generally as the same become due;

(c) Any failure by Great American or Borrower to pay rent at any location, which failure continues for more than 3 Business Days following the last day on which such rent was payable without more than a minimal adverse effect on Borrower;

(d) Any Material Adverse Effect;

(e) The occurrence of any Default or Event of Default;

(f) Any intention on the part of Borrower or Great American to discharge the Borrower’s or Great American’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity;

(g) Any litigation which, if determined adversely to any member of the Great American Group, could reasonably be expected to result in a Material Adverse Effect;

(h) Any default or dispute under any Liquidation Sales Agreement or any Liquidator Joint Venture Agreement; and

(i) Any acquisition or formation of any Subsidiary of Borrower or any Liquidation Joint Venture involving Borrower.

6.13 Solvency . Great American and Borrower shall be in compliance with Section 4.19 hereof.

6.14 Post-Closing Obligations . Borrower shall comply with each of the obligations set for in Part B of the Closing Letter as set forth therein. Without limitation of the generality of the foregoing, Borrower shall execute and deliver, and shall cause Credit Suisse to execute and deliver, the Credit Suisse Intercreditor Agreement within fifteen (15) days after the Closing Date.

6.15 Loan Proposals .

(a) Borrower shall not engage in any activity except for the conduct of Liquidation Sales (or becoming a joint venturer of any joint venture conducting a Liquidation Sale) that are funded with Liquidation Loans by Lender and other activity incidental thereto. Great American and Borrower agree that Borrower shall not enter into any Agency Agreements, Purchase Agreements, or Liquidator Joint Venture Agreements except for Liquidation Sales which are financed by Lender.

(b) Great American and Borrower agree that, until the Revolving Credit Termination Date, no member of the Great American Group (including, but not limited to, Borrower) shall conduct any going out of business, liquidation or store closing sales with respect to any Retail Inventory or Other Assets of a Merchant which if conducted by Borrower (or any joint venture of which Borrower is a joint venturer) would be a Liquidation Sale or enter into any agreement with any Person that, if entered into by Borrower, would be a Liquidation Sales Agreement or Liquidator Joint Venture Agreement unless:

(i) the “Guaranteed Amount” or “Purchase Price” (as such terms are defined in the applicable agency or purchase agreement) is less than $5,000,000 and not funded from the proceeds of any Indebtedness incurred by Great American or Borrower except, directly or indirectly (as in the form of an advance from Great American to any of its Subsidiaries other than Borrower), from the proceeds of the Parent Working Capital Facility; or

(ii) Great American or any of its Subsidiaries (other than Borrower), funds its obligations with respect to the “Guaranteed Amount” or “Purchase Price” out of Great American’s or such Subsidiary’s cash resources without the use of any Indebtedness (including any Indebtedness derived from the Parent Working Capital Facility).

(c) Borrower has presented Lender with a Liquidation Loan Proposal for such proposed Liquidation Sale, and Lender has determined that it will not provide such Liquidation Loan or has offered alternate terms for such Liquidation Loan which Borrower has rejected, all in a manner consistent with the requirements of Section 2.1(f)

7.	NEGATIVE COVENANTS

Borrower agrees that, without the prior written consent of Lender, from and after the date hereof until the Termination Date:

7.1 Mergers, Subsidiaries, Etc . Borrower shall not directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person; provided, that, the acquisition of any assets by Borrower in connection with any Liquidation Sale pursuant to the Liquidation Sales Agreements shall not be violation of this covenant, (c) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).

7.2 Liquidation Related Agreements . Borrower shall not amend, modify, supplement, or assent to noncompliance with any material term, provision or condition of any Liquidation Sales Agreements or any Liquidator Joint Venture Agreement without Lender’s prior written consent.

7.3 Investments: Loans and Advances . Borrower shall not make or permit to exist any Investment in, or make, accrue or permit to exist loans or advances of money to, any Person, through the direct or indirect lending of money, holding of securities or otherwise, except that, so long as no Default or Event of Default shall have occurred and be continuing, Borrower may make Investments up to $2,000,000 in the aggregate, subject to Control Agreements in favor of Lender or otherwise subject to a perfected security interest in favor of Lender, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one year from the date of acquisition thereof, (ii) certificates of deposit, maturing no more than one year from the date of creation thereof, issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $300,000,000 and having a senior secured rating of “A” or better by a nationally recognized rating agency (an “A Rated Bank”), and (iii) time deposits, maturing no more than 30 days from the date of creation thereof with A Rated Banks.

7.4 Indebtedness . Borrower shall not create, incur, assume or permit to exist any Indebtedness or liabilities, other than with respect to this Agreement, the other Loan Documents, the Liquidation Sales Agreements, except (i) the Liquidation Loans and the other Obligations, and (ii) deferred taxes.

7.5 Affiliate Transactions . Borrower shall not enter into or be a party to any transaction with any Affiliate; provided that, Borrower may make payments thereunder to Great American so long as such payments are not Restricted Payments (unless otherwise allowed hereunder) and are limited to the reimbursement of actual out-of-pocket expenses consistent with the Budget for any Liquidation Sale and may pay or reimburse other Affiliates for their actual, out of pocket costs and expenses (without any mark-up or profit) related to providing goods or services relate to a Liquidation Sale.

7.6 Capital Structure and Business . Borrower shall not (a) make any changes in any of its business objectives or purposes, or any material change in its operations, (b) make any change in its capital structure as described in Section 4.8 or (c) form any Subsidiary.

7.7 Guaranteed Indebtedness . Borrower shall not create, incur, assume or permit to exist any obligation to guaranty any indebtedness or other obligation of any other Person in any manner except by endorsement of instruments or items of payment for deposit to the general account of Borrower.

7.8 Liens . Borrower shall not create, incur, assume or permit to exist any Lien on or with respect to the any of its properties or assets (whether now owned or hereafter acquired) except (i) Liens in favor of Lender pursuant to the Loan Documents, (ii) Liens for taxes not yet due, and (iii) materialmen’s, mechanic’s, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business securing obligations that are not overdue (collectively, “Permitted Encumbrances”). In addition, Borrower shall not become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Lender as additional collateral for the Obligations.

7.9 Sale of Membership Interests and Assets . Borrower shall not sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including any membership interest (whether in a public or a private offering or otherwise), other than the sale of Retail Inventory or Other Assets in Liquidation Sales pursuant to the Liquidation Sales Agreements. With respect to any disposition of assets or other properties in connection with any Liquidation Sale pursuant to the respective Liquidation Sales Agreements, Lender agrees to release its Lien on such assets or other properties in order to permit Borrower to effect such disposition and shall execute and deliver to Borrower, at Borrower’s expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.

7.10 ERISA . Borrower shall not cause or permit any ERISA Affiliate to cause or permit to occur an event which could result in the imposition of a Lien under Section 412 of the Internal Revenue Code or Section 302 or 4068 of ERISA.

7.11 Hazardous Materials . Borrower shall not cause nor, to the extent its permission or acquiescence is sought or required, permit a Release of any Hazardous Material on, at, in, under, above, to, from or about any of the real estate upon which any Liquidation Sale is being held, where such Release would (a) violate in any respect, or form the basis for any Environmental Liabilities under, any Environmental Laws or Environmental Permits or (b) otherwise adversely impact the value or marketability of any of the Collateral, Retail Inventory, or Other Assets, other than such violations or impacts which could not reasonably be expected to have a Material Adverse Effect.

7.12 Sale-Leasebacks . Borrower shall not engage in any sale-leaseback, synthetic lease or similar transaction involving any assets.

7.13 Cancellation of Indebtedness . Borrower shall not cancel any claim or debt owing to it, except for reasonable consideration negotiated on an arm’s-length basis and in the ordinary course of its business.

7.14 Restricted Payments . Borrower shall not, directly or indirectly (i) declare, order, pay or make any Restricted Payment or (ii) set aside any sum or property therefore , except Borrower may make payment to Great American in an aggregate amount not exceeding the amount Borrower is entitled to receive in connection with a Liquidation Sale pursuant to Section 2.8 (xii) and the last sentence of Section 2.8 .

7.15 Change of Company Name or Location; Change of Fiscal Year . Borrower shall not (a) change its name, or (b) change its chief executive office, principal place of business, other business offices, warehouses or other locations, or the location of its records concerning the Collateral, in any case without at least thirty (30) days prior written notice to Lender and after completing or taking any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral, and provided that any such new location shall be in the continental United States. Without limiting the foregoing, Borrower shall not change its name, identity or structure in any manner which might make any financing or continuation statement filed in connection herewith insufficient or inadequate to comply with the requirements of Section 9-503 of the Code or any other then applicable provision of the Code except upon prior written notice to Lender and after completing or taking any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral. Borrower shall not change, nor suffer or permit Great American to change, its Fiscal year.

7.16 No Speculative Transactions . Borrower shall not engage in any transaction involving commodity options, futures contracts or similar transactions.

7.17 Leases . Borrower shall not enter into any lease.

7.18 Change of Control . Borrower shall not cause, permit, or suffer, directly or indirectly, any Change of Control with respect to Borrower.

7.19 Accounting Methods . Borrower shall not modify or change its method of accounting (other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the preparation or storage of Borrower’s accounting records without said accounting firm or service bureau agreeing to provide Lender information regarding the Collateral or Borrower’s financial condition.

7.20 Suspension . Borrower shall not suspend or go out of a substantial portion of any of its business.

7.21 Benefit Plans . Neither Borrower nor any ERISA Affiliate shall maintain or contribute to any Benefit Plan.

TERM

8.1 Termination . The financing arrangements contemplated hereby shall be in effect until the Revolving Credit Termination Date, and any then outstanding Liquidation Loans and all other Obligations shall be automatically due and payable in full on such date.

any way affect or impair the obligations, duties and liabilities of Borrower or the rights of Lender relating to any unpaid portion of the Liquidation Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Revolving Credit Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon Borrower, and all rights of Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, however that in all events the provisions of Section 10, the payment of obligations under Sections 2.12 and 2.13 , and the indemnities contained in the Loan Documents shall survive the Termination Date.

9.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES

9.1 Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default” hereunder:

(a) Borrower (i) fails to make any payment of principal of any Liquidation Loan or any of the other Obligations when due and payable, (ii) fails to make any payment of interest or Letter of Credit Fees on any Liquidation Loan when due and payable and the same shall remain unremedied for one (1) Business Day, or (iii) fails to pay or reimburse Lender for any expense reimbursable hereunder or under any other Loan Document within ten (10) days following Lender’s demand for such reimbursement or payment of expenses.

(b) Borrower shall fail or neglect to perform, keep or observe any of the provisions of Sections 2.2 , 2.6 , 6.4 or 7 .

(c) Borrower shall fail or neglect to perform, keep or observe any of the provisions of Section 5 , and the same shall remain unremedied for five (5) Business Days or more.

(d) Borrower shall fail or neglect to perform, keep or observe any other provision of this Agreement or of any of the other Loan Documents (other than any provision embodied in or covered by any other clause of this Section 9 and the same shall remain unremedied for a period ending on the first to occur of three days after Borrower shall receive written notice of any such failure from Lender or five (5) Business Days after Borrower shall become aware thereof.

(e) Any representation or warranty herein or in any Loan Document or in any written statement, report, financial statement or certificate made or delivered to Lender by Borrower is untrue or incorrect in any material respect as of the date when made or deemed made.

(f) Any assets of Borrower shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of Borrower.

(g) An Insolvency Proceeding is commenced by Great American or Borrower.

(h) An Insolvency Proceeding is commenced against Great American or Borrower and any of the following events occur: (a) such Person consents to the institution of the Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 30 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of such member, or (e) an order for relief shall have been entered therein.

(i) A notice of Lien, levy, or assessment is filed of record with respect to the assets of Great American or Borrower by the United States, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of such entities becomes a Lien, whether choate or otherwise, upon such member’s assets and the same is not paid on the payment date thereof.

(j) A final judgment or judgments for the payment of money shall be rendered against Borrower or Great American and the same shall not, within thirty (30) days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay.

(k) Any material provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms (or Borrower or Guarantor, as the case may be, shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms), or any security interest created under any Loan Document shall cease to be a valid and perfected first priority security interest or Lien (except as otherwise permitted herein or therein) in any of the Collateral purported to be covered thereby, unless such security interests ceases to be a valid and perfected first priority security interest or Lien in the Collateral solely by reason of Lender’s act or failure to act.

(l) Great American or the Borrower is enjoined, restrained, or in any way prevented by court order or otherwise from continuing to conduct all or any material part of its business affairs.

(m) There is a default in any other agreement material to the operations of the business of the Borrower or Great American and such default (a) occurs at the final maturity of the obligations thereunder or (b) results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of the Borrower’s or Great American’s obligations thereunder, to terminate such agreement, or to refuse to renew such agreement pursuant to an automatic renewal right therein.

(n) Any material misstatement or misrepresentation exists in any warranty, representation, statement, or Record made to the Lender by Borrower, Great American, or any officer, employee, agent, director (or comparable manager) of Borrower or Great American on behalf of Borrower or Great American.

(o) There occurs an event of default or any other breach under the Great American Guaranty.

(p) There occurs a Change of Control.

(q) The indictment of, or institution of any legal process or proceeding against Great American or Borrower, or any member, officer, director, or senior manager of Great American or Borrower, where the relief, penalties or remedies sought or available include the forfeiture of any property of Great American or Borrower and/or the imposition of any stay or other order, the effect of which could be to restrain in any material way the conduct by Great American or Borrower of its business in the ordinary course or would otherwise result in a Material Adverse Effect.

(r) There occurs an event of default or any other breach by any Person party to any Liquidator Joint Venture Agreements, Liquidation Sales Agreements, Agency Agreements, and Purchase Agreements or any Expense L/C required under any Liquidation Sales Agreement shall not be issued when and as required by such Liquidation Sales Agreement, or shall be cancelled, terminated, or shall be permitted to expire except in accordance with the terms of any Liquidation Sales Agreement.

(s) Any other event shall have occurred that has a Material Adverse Effect.

9.2 Remedies . Upon the occurrence, and during the continuation, of an Event of Default, the Lender may exercise any of the rights and remedies of a secured party under the Code and any other rights and remedies provided for in this Agreement or any other Loan Document or otherwise available to it at law or in equity, such rights and remedies to include, without limitation, the following, all of which are authorized by Borrower:

(c) If any Event of Default shall have occurred and be continuing and if Lender determines that Borrower is unwilling or unable to conduct any Liquidation Sale as required under the applicable Liquidation Sales Agreement, then Lender may assume control of, and conduct and complete, such Liquidation Sale pursuant to the terms of such Liquidation Sales Agreement.

(d) If any Event of Default shall have occurred and be continuing, Lender may, without notice to Borrower (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the meaning of the Code), set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by the Lender or any Affiliate thereof (including any amounts received in the Cash Management Accounts), or (ii) Indebtedness at any time owing to or for the credit or the account of Borrower held by the Lender or any Affiliate thereof.

(e) If any Event of Default shall have occurred and be continuing, Lender may: (i) hold, as cash collateral, any and all balances and deposits of Borrower held by the Lender, and any amounts received in the Cash Management Accounts, to secure the full and final repayment of all of the Obligations; (ii) instruct each Cash Management Bank and any other depositary with whom a DDA subject to a Control Agreement is maintained, to pay any and all balances and deposits in the applicable Cash Management Account or other DDA to the Lender’s Account.

9.3 Remedies Cumulative . The rights and remedies of the Lender under this Agreement, the other Loan Documents, and all other agreements shall be cumulative and may be exercised simultaneously. The Lender shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender of one right or remedy shall be deemed an election, and no waiver by the Lender of any Event of Default shall be deemed a continuing waiver. No delay by the Lender shall constitute a waiver, election, or acquiescence by it.

9.4 Waivers by Borrower . Except as otherwise provided for in this Agreement or by applicable law, Borrower waives: (a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard, (b) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies, and (c) the benefit of all valuation, appraisal and exemption laws.

10.	SUCCESSORS AND ASSIGNS

10.1 This Agreement and the other Loan Documents shall be binding on and shall inure to the benefit of Borrower, Lender and their respective successors and assigns (including a debtor-in-possession on behalf of Borrower), except as otherwise provided herein or therein.

10.2 Borrower shall not assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder or under any of the other Loan Documents without the prior express written consent of Lender. Any such purported assignment, transfer, hypothecation or other conveyance by Borrower without the prior express written consent of Lender shall be void.

10.3 Lender (an “ Assignor ”) may assign and delegate to one or more assignees (each an “ Assignee ”) all, or any ratable part of all, of the Obligations and the other rights and obligations of the Assignor hereunder and under the other Loan Documents (except that any documents or agreements concerning Bank Products may only be assigned in accordance with their terms); provided , however , that the Borrower may continue to deal solely and directly with such Assignor in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and (B) the Assignor and its Assignee have delivered to Borrower an Assignment and Acceptance substantially in the form of Exhibit 10.3 hereto.

10.4 The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of Borrower and Lender with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement or any of the other Loan Documents.

11.	MISCELLANEOUS

11.1 Complete Agreement; Modification of Agreement . This Agreement, together with the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter thereof and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof . This Agreement may not be modified, altered or amended except as set forth in Section 11.2 below.

11.2 Amendments . No amendment, modification, or termination of any provision of this Agreement or any Note, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Lender and Borrower.

11.3 Releases . Upon indefeasible payment in full in cash and performance of all of the Obligations (other than indemnification Obligations under Section 2.10 ), termination of the this Agreement and a release of all claims against Lender, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are Indemnified Liabilities, Lender shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.

11.4 Fees and Expenses .

(a) The Borrower shall pay from time to time on demand all costs of collection, Lender Expenses and all reasonable costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) which are incurred by Lender in connection with the preparation, negotiation, execution, administration and delivery of this Agreement and of any

other Loan Documents, and all other reasonable costs, expenses, and disbursements which may be incurred in connection with or in respect to the credit facility contemplated hereby or which otherwise are incurred with respect to the Obligations.

(b) The Borrower shall pay from time to time on demand all Lender Expenses (including reasonable attorneys’ fees and reasonable attorneys’ expenses) incurred, following the occurrence of any Event of Default, by the Lender.

(c) Borrower authorizes the Lender to pay all such fees and expenses, and in the Lender’s discretion, to add such fees and expenses to the Loan Account.

(d) The undertaking on the part of Borrower in this Section 11.3 shall survive payment of the Obligations and/or any termination, release, or discharge executed by Lender in favor of Borrower, other than a termination, release, or discharge which makes specific reference to this Section 11.3 .

11.5 Tax and Expenses . If Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Lender, in its sole discretion and without prior notice to Borrower, may do any or all of the following: (a) make payment of the same or any part thereof, or (b) in the case of the failure to comply with Section 6.4 hereof, obtain and maintain insurance policies of the type described in Section 6.4 and take any action with respect to such policies as Lender deems prudent. Any such amounts paid by Lender shall constitute Lender Expenses and any such payments shall not constitute an agreement by the Lender to make similar payments in the future or a waiver by the Lender of any Event of Default under this Agreement. Lender need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

11.6 No Waiver . Lender’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement and any of the other Loan Documents shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver of an Event of Default shall not suspend, waive or affect any other Event of Default whether the same is prior or subsequent thereto and whether the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the other Loan Documents and no Default or Event of Default by Borrower shall be deemed to have been suspended or waived by Lender, unless such waiver or suspension is by an instrument in writing signed by an officer of or other authorized employee of Lender and directed to Borrower specifying such suspension or waiver.

11.7 Remedies . Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.

11.8 Severability . Wherever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11.9 Conflict of Terms . Except as otherwise provided in this Agreement or any of the other Loan Documents by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

11.10 Confidentiality . Lender agrees to use reasonable efforts (equivalent to the efforts Lender applies to maintain as confidential its own confidential information) to maintain as confidential all information provided to it by Borrower and designated as confidential; provided , that Lender may disclose such information (a) to Persons employed or engaged by Lender in evaluating, approving, structuring or administering the Liquidation Loans and the credit facility evidenced by the Loan Documents; (b) to any bona fide participant or potential participant that has agreed to comply with the covenant contained in this Section 11.10 (and any such bona fide participant or potential participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any Governmental Authority or reasonably believed by Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, in the opinion of Lender’s counsel, required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any Litigation to which Lender is a party, or (f) which ceases to be confidential through no fault of Lender. Lender may at any time destroy any documents containing such confidential information.

11.11 CHOICE OF LAW AND VENUE.

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.

(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SUFFOLK, COMMONWEALTH OF MASSACHUSETTS, PROVIDED , HOWEVER , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE

LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWERS WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.11(b) .

11.12 Notices . Unless otherwise provided in this Agreement, all notices or demands by Borrower or Lender to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as the Borrower or Lender, as applicable, may designate to each other in accordance herewith), or telefacsimile (with a confirming receipt from the sending machine) to Borrower or to Lender, as the case may be, at its address set forth below:


If to Borrower:		Great American Group WF, LLC 21860 Burbank, Boulevard, Suite 300 South Woodland Hills, CA 91367 Attn: Paul Erickson Fax No.: (818) 884-2976

With copies to:		Greenberg & Bass LLP 16000 Ventura Blvd., Suite 1000 Encino, CA 91436 Attn: David Adelman Fax No.: (818) 986-6534

If to Lender:		Wells Fargo Retail Finance, LLC One Boston Place, 18th Floor Boston, MA 02108 Attn: Cory Loftus Fax No. (617) 523-4032

with copies to:		Brown Rudnick LLP One Financial Center Boston, MA 02111 Attn: Steven Levine, Esquire Fax No. (617) 856-8201

Lender and Borrower may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11.10 , other than notices by Lender in connection with enforcement rights against the Collateral under the provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail. Borrower acknowledges and agrees that notices sent by the Lender in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or, where permitted by law, transmitted by telefacsimile or any other method set forth above.

11.13 Section Headings . Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

11.14 Counterparts; Telefacsimile Execution . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis , except as otherwise specifically provided therein or therefor.

11.15 WAIVER OF JURY TRIAL . BORROWER AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11.16 Press Releases . Borrower agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of Lender or its Affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to Lender and without the prior written consent of the Lender unless (and only to the extent that) Borrower or Affiliate is required to do so under applicable law and then, in any event, Borrower or Affiliate will consult with Lender before issuing such press release or other public disclosure. Borrower, on its own behalf and on behalf of its Affiliates, consents to the publication by Lender of advertising material relating to the financing transactions contemplated by this Agreement using any Borrower’s or Affiliate’s name, product photographs, logo or trademark. Lender shall provide a draft reasonably in advance of any advertising material to the Borrower for review and comment prior to the publication thereof. Lender reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

11.17 Reinstatement . This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Borrower for liquidation or reorganization, should Borrower become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of

Borrower’s assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

11.18 Advice of Counsel . Each of the parties represents to each other party hereto that it has discussed this Agreement and, specifically, the provisions of Sections 11.9 and 11.13 , with its counsel.

11.19 No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

11.20 Effectiveness . This Agreement shall be binding and deemed effective when executed by Borrower and Lender.

11.21 Intentionally Deleted.

11.22 Right of Set-Off . Any and all deposits or other sums at any time credited by or due to Borrower from Lender or any Participant or from any Affiliate of any of the foregoing, and any cash, securities, instruments or other property of Borrower in the possession of any of the foregoing, whether for safekeeping or otherwise (regardless of the reason such Person had received the same) shall at all times constitute security for any and all Obligations of Borrower to Lender or any Participant or such Affiliate and may be applied or set off against Obligations and against such obligations at any time, whether or not such are then due and whether or not other collateral is then available to Lender or Participant.

11.23 Pledges To Federal Reserve Banks . Nothing included in this Agreement shall prevent or limit Lender, to the extent that Lender is subject to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act (12 U.S.C. §341) from pledging all or any portion of Lender’s interest and rights under this Agreement, provided, however, neither such pledge nor the enforcement thereof shall release the Lender from any of its obligations hereunder or under any of the Loan Documents.

11.24 USA Patriot Act Notice . Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, Great American, and their respective Subsidiaries, which information includes the name and address of Borrower, Guarantor, and such Subsidiary, and other information that will allow Lender to identify Borrower, Great American, and such Subsidiary in accordance with the Act. Borrower, Great American, and their Subsidiaries are in compliance, in all materials

respects, with the Patriot Act. No part of the proceeds of any Liquidation Loan will be used by the Borrower, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

11.25 No Joint Venture . Nothing contained herein shall be deemed or construed to create a partnership or joint venture between Borrower and Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.


GREAT AMERICAN GROUP WF, LLC,
a California limited liability company

By:		/s/ Harvey M. Yellen
		Harvey Yellen
Its:		Manager

By:		/s/ Andrew Gumaer
		Andrew Gumaer
Its:		Manager

[Great American Credit Agreement Signature Page]


WELLS FARGO RETAIL FINANCE, LLC

By:		/s/ Cory Loftus
Name:		Cory Loftus
		Duly Authorized Signatory

[Great American Credit Agreement Signature Page]

ACKNOWLEDGMENT AND AGREEMENT

The undersigned hereby acknowledges and agrees to the first offer provisions set forth in Section 2.1(f)(i) ; and the indemnity provisions set forth in Section 2.10(b) ; and agrees to cause Borrower, and take all action necessary to permit Borrower to, comply with all reporting requirements set forth in Article 5 of the foregoing Credit Agreement.


GREAT AMERICAN GROUP, LLC,
a California limited liability company

By:		/s/ Harvey M. Yellen
		Harvey Yellen
Its:		Manager

By:		/s/ Andrew Gumaer
		Andrew Gumaer
Its:		Manager

[Great American Credit Agreement Signature Page]

ANNEX A

CREDIT AGREEMENT

SCHEDULE OF DOCUMENTS

1.	Credit Agreement With Annexes, Exhibits and Schedules

2.	Security Agreement

3.	Revolving Credit Note

4.	Great American Guaranty

5.	Cash Management Agreements

6.	Equity Pledge Agreement (post-closing)

7.	Letter Agreement among Credit Suisse, Great American, Borrower, Great American Group CS, LLC, and Lender.

8.	Intercreditor Agreement (post-closing)

9.	Letter Agreement With GECC (post-closing)

10.	Perfection Certificate

11.	Officer’s Closing Certificate for Borrower and Guarantor

12.	Solvency Closing Certificate

13.	Closing Statement and Memorandum and Disbursement Letter

14.	Ucc-1 Financing Statement for Borrower and Authorization Letter

15.	Search Results (UCC, State and Federal Tax Liens, Litigation, Bankruptcy, Litigation and Judgments) for Borrower and Guarantor

16.	Commercial Property and Casualty (All-risk) and Commercial General Liability Insurance Certificates naming Wells Fargo Retail Finance, LLC as additional insured and loss payee (as to property and casualty) with Standard Loss Payment Endorsement

17.	Opinion of Borrower’s & Guarantor’s Counsel

18.	Foreign Good Standing for Borrower for each state doing business in

19.	Good Standing Certificate of Borrower

20.	Certified Articles of Organization of Borrower

21.	Certificates of Secretary of Borrower as to Charter, Borrowing Resolutions, Incumbency, and Operating Agreement

22.	Foreign good standings for Guarantor for each state doing business in

23.	Good Standing Certificate of Guarantor

24.	Certified Articles of Organization of Guarantor [post-closing]

25.	Certificate of Secretary of Guarantor as to Charter, Borrowing Resolutions, Incumbency, and Operating Agreement

26.	Collateral Assignment Documents (if any at Closing)

•

Liquidator Joint Venture Agreements

•

Agency Agreements

•

Purchase Agreements

27.	Certified Copies of any existing:

•

Liquidator Joint Venture Agreements

•

Agency Agreements

•

Purchase Agreements

28.	UCC-11 Search

ANNEX B ( Section 2.1 )

CREDIT AGREEMENT

LETTERS OF CREDIT .

In connection with and subject to the terms and conditions of that certain Credit Agreement, dated as of October 21, 2008, by and between Great American Group WF, LLC, a California limited liability company (“Borrower”) and Wells Fargo Retail Finance, LLC, a Delaware limited liability company (“Lender”), Lender may issue or cause to be issued Letters of Credit to Borrower, subject to the terms and conditions set forth in this Annex B to the Credit Agreement. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement.

Section 1. Letters of Credit Generally .

(a) Subject to the terms and conditions set forth herein, (A) the Lender, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, may issue Letters of Credit for the account of the Borrower or may request that an Underlying Issuer agree to issue Letters of Credit in its sole discretion and if such Underlying Issuer does so issue a Letter of Credit, the Lender may undertake to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “ L/C Undertaking ”) with respect to such Letters of Credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is [Wells Fargo][Full entity name]) for the account of Borrower, and to amend or extend Letters of Credit previously issued, in accordance with Section 2 below; provided that after giving effect to the issuance of any requested Letter of Credit, (x) the aggregate Liquidation Loans shall not exceed the Revolving Loan Ceiling, (y) L/C Usage shall not exceed the Letter of Credit Sublimit, and (z) the expiry date of the proposed Letter of Credit is no later than thirty (30) days prior to the Revolving Credit Termination Date (the “ Letter of Credit Expiration Date ”). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit may be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(b) No Letter of Credit shall be issued, if:

(i) the expiry date of such requested Letter of Credit would occur later than the date set forth for the maturity of Liquidation Loans under Section 2.3 of the Credit Agreement unless the Lender has otherwise approved such expiry date in its sole discretion; or

(ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to the Letter of Credit Expiration Date.

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Lender from issuing such Letter of Credit, or any applicable law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Lender shall prohibit, or request that the Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Lender in good faith deems material to it;

(ii) the issuance of such Letter of Credit would violate one or more policies of the Lender applicable to letters of credit generally;

(iii) such Letter of Credit is to be denominated in a currency other than Dollars; provided that if the Lender, in its sole discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrower of the honoring of any drawing under such Letter of Credit shall be paid in Dollars; or

(iv) The Lender or Underlying Issuer shall not amend any Letter of Credit if the Lender or Underlying Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Section 2. Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .

(a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Lender in the form of a Notice of Letter of Credit Request in form and substance satisfactory to the Lender, appropriately completed and signed by an Authorized Person. Any Notice of Letter of Credit Request or other document delivered hereunder that is signed by an Authorized Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action and such Authorized Person shall be conclusively presumed to have acted on behalf of the Borrower. Such Notice of Letter of Credit Request must be received by the time required

under Section 2.1(e) of the Credit Agreement. In the case of a request for an initial issuance of a Letter of Credit, such Notice of Letter of Credit Request shall specify in form and detail reasonably satisfactory to the Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter- of Credit, such Notice of Letter of Credit Request shall specify in form and detail reasonably satisfactory to the Lender: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Lender may require in its sole discretion. Additionally, the Borrower shall furnish to the Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Lender may reasonably require.

(b) If the Borrower so requests in any applicable Notice of Letter of Credit Request, the Lender, in its sole and absolute discretion, may issue a standby letter of credit (a “ Standby Letter of Credit ”) that has automatic extension provisions (each, an “ Auto- Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by the Lender, the Borrower shall not be required to make a specific request to the Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lender may extend such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , if (A) the Lender has determined that it would not be permitted, or would have no obligation, at such time to cause the issuance of such Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) or (c) of Section 1 of this Annex or otherwise), or (B) one or more of the applicable conditions specified in Section 3.3 of the Credit Agreement is not then satisfied.

(c) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Lender will make available to the Borrower a true and complete copy of such Letter of Credit or amendment.

Section 3. Drawings and Reimbursements .

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower;

provided , however , that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Lender with respect to any such payment or other Letter of Credit Obligations. Not later than 1:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Credit Advance to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”) subject to the Revolving Loan Ceiling and the conditions set forth in Section 3.3 of the Credit Agreement. Any notice given by the Lender pursuant to this Section 3(a) be given by telephone or electronic means.

(b) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Advance at the Base Rate because the conditions set forth in Section 3.3 of the Credit Agreement cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender a Borrowing in the amount of the Unreimbursed Amount that is not so refinanced (such Borrowing, an “ L/C Borrowing ”), which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.

Section 4. Obligations Absolute .

The obligation of the Borrower to reimburse the Lender for each drawing under each Letter of Credit and to repay each L/C Borrowing and all other Letter of Credit Obligations shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (including this Annex) under all circumstances, including the following:

(a) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(b) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, provided that the Lender has acted commercially reasonably;

(d) any payment by the Lender or Underlying Issuer, as applicable, under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Lender or Underlying Issuer, as applicable, under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any Insolvency Proceeding;

(e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower; or

(f) the fact that any Default or Event of Default shall have occurred and be continuing.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Lender. The Borrower shall be conclusively deemed to have waived any such claim against the Lender and Underlying Issuer and their respective correspondents unless such notice is given as aforesaid.

Section 5. Nature of Lender’s Duties .

Each of Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Lender and Underlying Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Lender nor the Underlying Issuer nor their respective officers, directors, employees, agents, attorneys, and attorneys-in-fact nor any of their respective correspondents, participants or assignees shall be liable for (i) any action taken or omitted in the absence of a breach of this Agreement, violation of applicable law, gross negligence or willful misconduct; (ii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Lender nor the Underlying Issuer nor their respective officers, directors, employees, agents, attorneys, and attorneys-in-fact nor any of their correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (a) through (e) of Section 4 of this Annex; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Lender, and the Lender may be liable to the Borrower, to the extent, but only to the extent, of

any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Lender’s breach of this Agreement, violation of applicable law, willful misconduct or gross negligence or the Lender’s or Underlying Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Lender or Underlying Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or the Lender or Underlying Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and the Lender or Underlying Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Section 6. Underlying Letters of Credit .

Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit. Borrower understands that the L/C Undertakings may require Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender harmless with respect to any loss, cost, expense (including reasonable and documented attorneys’ fees), or liability incurred by the Lender under any L/C Undertaking as a result of the Lender’s indemnification of any Underlying Issuer; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Lender.

(a) Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(b) Any and all charges, commissions, fees, and costs incurred by the Lender relating to Underlying Letters of Credit shall be Lender Expenses for purposes of this Agreement and immediately shall be reimbursable by Borrower to Lender; it being acknowledged and agreed by Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is 0.50% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

Section 7. Fees and Expenses .

Borrower agrees to pay to Lender, as compensation to Lender for each outstanding Letter of Credit (i) all Lender Expenses on account of such Letter of Credit, and (ii) for each month

during which any Letter of Credit Obligation shall remain outstanding, a fee (the “ Letter of Credit Fee ”) in an amount equal to three percent (3.00%) per annum multiplied by the maximum amount available from time to time to be drawn under the applicable Letter of Credit. Such fee shall be paid to Lender in arrears on the first day of each month.

Section 8. Increased Cost .

If by reason of (i) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):

(a) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or

(b) there shall be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto;

and the result of the foregoing is to increase, directly or indirectly, the cost to the Underlying,- Issuer or Lender of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Underlying Issuer or Lender, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay on demand such amounts as Lender may specify to be necessary to compensate for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate hereunder. The determination by Underlying Issuer or Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Section 9. Cash Collateral .

If, as of the Letter of Credit Expiration Date, any Letter of Credit Obligations for any reason remain outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then extant Letter of Credit Obligations. For purposes of this Section, “ Cash Collateralize ” means to pledge and deposit with or deliver to the Lender, as collateral for the Letter of Credit Obligations, cash or deposit account balances in an amount equal to 105% (in the case of Letters of Credit denominated in a currency other than Dollars in an amount at least equal to 110%) of the then extant Letter of Credit Obligations, pursuant to documentation in form and substance satisfactory to the Lender. Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Lender a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Wells Fargo or an account maintained by the Lender. If at any time the Lender determines that any funds held as Cash Collateral are subject

to any right or claim of any Person other than the Lender or that the total amount of such funds is less than the aggregate Letter of Credit Obligations, the Borrower will, forthwith upon demand by the Lender, pay to the Lender, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate amount outstanding over (y) the total amount of funds, if any, then held as Cash Collateral that the Lender determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the Lender and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.

Section 10. Documentary and Processing Charges Payable to Lender .

The Borrower shall pay to the Lender the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Lender relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Section 11. Consignment of Bill of Lading .

The Borrower shall upon the request of the Lender consign to the Lender any bill of lading of any Collateral which is supported by a Letter of Credit issued by the Lender.

Section 12. Conflict with Issuer Documents .

In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

EXHIBIT 2.1-1

CREDIT AGREEMENT

FORM OF NOTICE OF REVOLVING CREDIT ADVANCE

Reference is made to that certain Credit Agreement dated as of October , 2008 (including all annexes, exhibits, and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and between the undersigned (“ Borrower ”) and Wells Fargo Retail Finance, LLC (“ Lender ”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

Borrower hereby gives irrevocable notice, pursuant to Section 2.1 of the Credit Agreement, of its request for a Revolving Credit Advance to be made on [ Date ] in the aggregate amount of $[ ].

Borrower hereby (i) represents and warrants that all of the conditions contained in Sections 3.2 and 3.3 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the Revolving Credit Advance requested hereby, before and after giving effect thereto and to the application of the proceeds therefrom; and (ii) reaffirms the continuation of Lender’s Liens pursuant to the Collateral Documents.

Borrower acknowledges that as provided in the Credit Agreement: (i) the Lender has no obligation to make any Inventory Advance or Other Assets Advance; (ii) Lender’s determination as to whether to make any Inventory Advance or Other Assets Advance is purely discretionary and the Lender may elect not to make any Inventory Advance or Other Assets Advance requested hereunder for any or no reason; and (iii) the making by Lender of any Inventory Advance or Other Assets Advance requested hereunder shall not obligate, or represent a commitment or promise by the Lender, to make any future Inventory Advance or Other Assets Advance.

IN WITNESS WHEREOF, Borrower has caused this Notice of Revolving Credit Advance to be executed and delivered by its duly authorized officer as of the date first set forth above.


GREAT AMERICAN GROUP WF, LLC,

By:

Name:

Title:

EXHIBIT 2.1-2

CREDIT AGREEMENT

FORM OF NOTICE OF LETTER OF CREDIT REQUEST

Borrower hereby gives irrevocable notice, pursuant to Section 2.1 of the Credit Agreement, of its request for Lender to incur Letter of Credit Obligations on [ Date ] in the aggregate amount of $[ ] by causing a Letter of Credit to be issued for Borrower’s account in the form attached hereto as Exhibit A.

Borrower hereby (i) represents and warrants that all of the conditions contained in Sections 3.2 and 3.3 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the incurrence of the Letter of Credit Obligations requested hereby, before and after giving effect thereto and to the application of the proceeds therefrom; and (ii) reaffirms the continuation of Lender’s Liens pursuant to the Collateral Documents.

Borrower acknowledges that as provided in the Credit Agreement: (i) the Lender has no obligation to issue, or cause Underlying Issuer to issue, any Letter of Credit; (ii) Lender’s determination as to whether to issue, or cause Underlying Issuer to issue, any Letter of Credit is purely discretionary and the Lender may elect not to issue, or cause Underlying Issuer not to issue, any Letter of Credit for any or no reason; and (iii) the issuing by Lender or Underlying Issuer of any Letter of Credit requested hereunder shall not obligate, or represent a commitment or promise by the Lender or Underlying Issuer, to issue any other requested Letter of Credit.

IN WITNESS WHEREOF, Borrower has caused this Notice of Letter of Credit Request to be executed and delivered by its duly authorized officer as of the date first set forth above.


GREAT AMERICAN GROUP WF, LLC,

By:

Name:

EXHIBIT 2.1(a)(i)

CREDIT AGREEMENT

(FORM OF) LIQUIDATION LOAN PROPOSAL

Reference is made to that certain Credit Agreement dated as of October , 2008 by and between the undersigned (“Borrower”) and Wells Fargo Retail Finance, LLC (“Lender”) (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

The undersigned, being the [ ] of Borrower, hereby certifies that the information provided herein is true and correct in all material respects based on the information provided by the Merchant to Borrower.

1.	GENERAL INFORMATION REGARDING MERCHANT AND INVENTORY


(a)	Name of Merchant

(b)	Anticipated Gross Inventory Amount at Retail	$

(c)	Anticipated Gross Inventory Amount at Cost	$

(d)	Anticipated Guaranteed Amount ( % of Gross Inventory Amount at Retail)	$

2.	AMOUNT REQUESTED FOR LIQUIDATION LOAN


(a)	Proposed Borrower Equity Percentage		%

(b)	Proposed Inventory or Other Assets Advance Rate		%
		2(a) + 2(b) = 100%

(c)	Choose One of the Following Amounts To Be Used For Calculation:

	(i)	Guaranteed Amount	$

	(ii)	Purchase Price	$


	(iii)	Other Agreed Amount to Be Delivered by Borrower to Merchant	%

		Or

	(iv)	Letter of Credit Amount	$

(d)	Borrower Equity Amount		%

	2(a) x 2(c)

(e)	If 2(c)(i), (ii) or (iii) applies, then

	Inventory Advance/Other Assets Advance 2(b) x 2(c)		%

IN WITNESS WHEREOF, the undersigned has executed and delivered this Liquidation Loan Proposal as of the date first set forth above.


GREAT AMERICAN GROUP WF, LLC,

By:

Name:

Title:

EXHIBIT 2.1(a)(ii)

CREDIT AGREEMENT

FORM OF NOTICE OF LENDER’S INTENTION TO [MAKE

REVOLVING CREDIT ADVANCE]/[INCUR LETTER OF CREDIT

OBLIGATIONS]

Reference is made to that certain Credit Agreement dated as of October , 2008 (including all annexes, exhibits, and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and between the undersigned (“Borrower”) and Wells Fargo Retail Finance, LLC (“ Lender ”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

In response to borrower’s liquidation loan proposal dated as of [ Date ], lender hereby gives notice, pursuant to Section 2.1(f)(ii) of the credit agreement, of its intention to [make a revolving credit advance]/[incur letter of credit obligations] to be made on [ Date ] on the following terms:

the total aggregate amount of such [Revolving Credit Advance]/[Letter of Credit Obligations] shall be $[ ];

[the interest rate applicable to such Revolving Credit Advance shall be [ %]]/[a Letter of Credit Fee of % [ not less than 3% ]];

the Maturity Date of the [Revolving Credit Advance]/[Letter of Credit Obligations] shall be [ Date ]; and

the Success Fee Percentage in connection with this [Revolving Credit Advance]/[Letter of Credit Obligations] such shall be %.

Lender shall not have any obligation to [make a Revolving Credit Advance]/[incur Letter Of Credit Obligations] unless Borrower has timely provided to Lender a signed acknowledgement of this letter as provided herein pursuant to Section 2.1(f)(ii) of the Credit Agreement and Lender is otherwise satisfied that all conditions precedent set forth at Section 3.2 and 3.3 of the Credit Agreement have been satisfied pursuant to such Sections.

Notwithstanding Lender’s offer herein to [extend the requested Revolving Credit Advance]/[incur the requested Letter Of Credit Obligations], Borrower is advised that as provided in the Credit Agreement: (i) the Lender has no obligation to make any Inventory Advance or Other Assets Advance or to incur any Letter Of Credit Obligations; (ii) Lender’s determination as to whether to make any Inventory Advance or Other Assets Advance or to incur any Letter Of Credit Obligations is purely discretionary and the Lender may elect not to make any Inventory Advance or Other Assets Advance or incur any Letter Of Credit Obligations requested hereunder

for any or no reason; and (iii) the making by Lender of any Inventory Advance or Other Assets Advance or the incurrence of any Letter Of Credit Obligations requested hereunder shall not obligate, or represent a commitment or promise by the Lender, to make any future Inventory Advance or Other Assets Advance or to incur any future Letter Of Credit Obligations.

IN WITNESS WHEREOF, Lender has caused this notice to be executed and delivered by the undersigned as of the date first set forth above.


WELLS FARGO RETAIL FINANCE, LLC

By:

Name:

Title:

EXHIBIT 2.1(e)

CREDIT AGREEMENT

SECURED PROMISSORY NOTE


Up to $75,000,000						Boston, Massachusetts
						October 21, 2008

FOR VALUE RECEIVED, the undersigned, GREAT AMERICAN GROUP WF, LLC, a California limited liability company (“Borrower”), hereby promises to pay to the order of WELLS FARGO RETAIL FINANCE, LLC (“Lender”), or its assigns, at its address at One Boston Place, 18th Floor, Boston, Massachusetts 02108 or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of SEVENTY FIVE MILLION DOLLARS ($75,000,000), or if less, the aggregate unpaid principal amount of any Liquidation Loans (as defined in the Credit Agreement, as hereinafter defined).

All capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in the Credit Agreement dated as of October 21, 2008 (as the same may be subsequently amended, restated or otherwise modified, the “ Credit Agreement ”) by and between Borrower and Lender. This Secured Promissory Note is issued pursuant to the Credit Agreement and is entitled to the benefit and security of the Loan Documents provided for therein, to which reference is hereby made for a statement of all of the terms and conditions under which the Liquidation Loan evidenced hereby is made and to be repaid. All of the terms, covenants and conditions of the Credit Agreement and all other instruments evidencing or securing the indebtedness hereunder, including the Loan Documents, are hereby made a part of this Secured Promissory Note and are deemed incorporated herein in full. The date and amount of each Liquidation Loan made by Lender to Borrower, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Lender on its books; provided , that the failure of Lender to make any such recordation shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Credit Agreement or this Secured Promissory Note with respect to the Liquidation Loans made by Lender to Borrower.

The Lender’s books and records concerning Liquidation Loans, the accrual of interest thereon, and the repayment of such Liquidation Loans, shall be prima facie evidence of such indebtedness to the Lender hereunder.

The principal amount of the indebtedness from time to time evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement and, if not sooner paid in full, on the Revolving Credit Termination Date. Interest on the outstanding principal amount of this Secured Promissory Note shall be paid until such principal amount is paid in full at such rates of interest, including the Default Rate, if applicable, and at such times as are specified in the Credit Agreement.

If any payment or prepayment on this Secured Promissory Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Upon the occurrence and during the continuance of any Event of Default, this Secured Promissory Note may, as provided in the Credit Agreement, without demand, notice or legal process of any kind, be declared, and upon such declaration immediately shall become, or upon certain circumstances set forth in the Credit Agreement may become without declaration, due and payable.

No delay or omission by the Lender in exercising or enforcing any of its powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.

In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of money advanced hereunder exceed the Maximum Lawful Rate. If a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the Maximum Lawful Rate, then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , however , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Section 2.4 of the Credit Agreement, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of Section 2.4(g) of the Credit Agreement, a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.8 of the Credit Agreement and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

The Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Lender with respect to this Secured Promissory Note and/or any Collateral given to secure this Secured Promissory Note or any extension or other indulgence with respect to any other liability or any Collateral given to secure any other liability of the Borrower or any other person obligated on account of this Secured Promissory Note.

This Secured Promissory Note shall be binding upon the Borrower, and upon its respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns.

Wherever possible each provision of this Secured Promissory Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Secured Promissory Note shall be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Secured Promissory Note.

Time is of the essence of this Secured Promissory Note. To the fullest extent permitted by applicable law, Borrower waives: (a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents, notes, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard; (b) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing Lender to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws.

The Borrower authorizes Lender to complete this Secured Promissory Note if delivered incomplete in any respect.

This Secured Promissory Note is delivered to the Lender, at the principal offices of the Lender in Boston, Massachusetts, shall be governed by the laws of the Commonwealth of Massachusetts.

The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understand that the Lender, in the establishment and maintenance of the its relationship with the Borrower contemplated by this Note, is relying thereon. THE BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT TO THIS NOTE, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY RELATING TO THIS NOTE IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER AS PARTY LITIGANTS), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, THIS NOTE.

[REMAINDER OF PAGE INTENTIONALLY BLANK]


GREAT AMERICAN GROUP, LLC,
a California limited liability company

By:
		Harvey Yellen
Its:		Manager

By:
		Andrew Gumaer
Its:		Manager

SCHEDULE A

CREDIT AGREEMENT

BORROWER’S AUTHORIZED REPRESENTATIVES

Harvey M. Yellen, Manager

Andrew Gumaer, Manager

Paul Erickson, CFO

Mark Naughton, General Counsel

SCHEDULE 2.1

CREDIT AGREEMENT

LENDER REPRESENTATIVE

(for Delivery of Notice of Revolving Credit Advance or Notice of Letter of Credit Request)

WELLS FARGO RETAIL FINANCE, LLC

One Boston Place, 18th Floor

Boston, MA 02108

Attn: Cory Loftus

Fax No. (617) 523-4032

Telephone (617) 854-7259

SCHEDULE 2.1(a)(i)

CREDIT AGREEMENT

Due Diligence Requirements for Each

Proposed Revolving Credit Advance and Letter of Credit

(i)	Company Background:

Retail locations, inventories (including size, type, brands, quality) and competitive environment;

Description of liquidation transaction strategy;

ROI and profit expectation;

Risk analysis and comparable deals conducted by Great American; and

System review and cash management review.

(ii)	Proposal Letter.

(iii)

Agency Agreement or Purchase Agreement, as the case may be, and Exhibits.

(iv)	Liquidator Joint Venture Agreement, if applicable.

(v)	Form of Letter of Credit.

(vi)	Proposed Cash Management Structure.

(vii)

Operating Pro Forma.

(viii)

Investment Matrix.

(ix)	Sales Plan/Phasing Schedule.

(x)	Store Locations.

(xi)	Store Detail Expense Information by Week.

(xii)

Analysis of Inventory Composition and Margin Dilution.

(xiii)

Weekly Cash Flow.

(xiv)

Summary of Field Reports (including lists of representative locations observed).

SCHEDULE 2.6

CREDIT AGREEMENT

CASH MANAGEMENT BANKS AND ACCOUNTS

None

SCHEDULE 4.8

CREDIT AGREEMENT

Great American Group

Subsidiaries & Affiliates

October 2008

LOGO

SCHEDULE 4.17

CREDIT AGREEMENT

DEPOSIT AND DISBURSEMENT ACCOUNTS.


Shoe Pavilion Depository Account		[xxxxxxxxxx]
Great American Group WF operating account		[xxxxxxxxxx]
Great American Group WF controlled account		[xxxxxxxxxx]

SCHEDULE 5.2

CREDIT AGREEMENT

Reporting Requirements for Each Liquidation Sale

(i)	Daily/Weekly Sales/Cash Reports, as determined by Lender, with Inventory Balance.

(ii)	Weekly Expense Analysis (Actual v. Budget).

(iii)

Within two (2) weeks after final sales date, Preliminary P&L Statement of Liquidation Sale.

(iv)	Within sixty (60) days after final sales date, Final P&L Statement of Liquidation Sale (including final reconciliation) and Comparative Analysis Against Budget.

(v)	As soon as available, inventory valuation performed by RGIS or equivalent.

(vi)

On the first day of each month, a report setting forth a description of: (1) all Liquidation Sales not funded by a Liquidation Loan hereunder but otherwise conducted by Borrower, or a joint venture of which Borrower is a joint venturer, or (2) all other liquidation sales conducted by any Affiliate of Borrower, or any joint venture of which such Affiliate is a joint venturer, which if conducted by Borrower (or any joint venture of which Borrower is a member) would constitute a Liquidation Sale hereunder, together with, in both cases, a description of the source or sources of financing for Borrower’s or its Affiliate’s obligations with respect to the Liquidation Sales Agreements (or the functional equivalent thereof in respect of any Affiliate of Borrower) entered into by Borrower or such Affiliate.

Exhibit 10.6

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of August 27, 2009 (the “ First Amendment Effective Date ”) is entered into by and among WELLS FARGO RETAIL FINANCE, LLC , as lender (the “ Lender ”) and GREAT AMERICAN GROUP WF, LLC , a California limited liability company (the “ Borrower ”).

RECITALS

WHEREAS, Borrower and Lender are parties to the Credit Agreement dated as of October 21, 2008, as acknowledged and agreed to by Great American Group, LLC, a California limited liability company (“ Great American ”), as a limited guarantor (as it may be further amended, restated, supplemented and/or modified from time to time, the “ Credit Agreement ”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended through the date hereof,

WHEREAS, Great American has advised Lender that Great American has entered into that certain Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3 to the Agreement and Plan of Reorganization, each dated as of May 29, 2009, July 8, 2009 and July 28, 2009, respectively (as amended, the “ GAG Purchase Agreement ”), by and among Alternative Asset Management Acquisition Corp., a Delaware corporation (“ AAMAC ”), Great American Group, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of AAMAC (“ GAG Inc. ”), and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of GAG Inc. (“ Merger Sub ”), on the one hand, and Great American, the members of Great American (the “ Great American Members ”) and the representative of each of Great American, the Great American Members and the phantom equity holders of Great American,

WHEREAS, pursuant to the GAG Purchase Agreement, the Great American Members will contribute all of their membership interests in Great American to GAG Inc. in exchange for common stock of GAG Inc. and a subordinated unsecured promissory note issued by GAG Inc. (the “ Contribution ”), as a result of which, among other things, Great American will become a wholly-owned subsidiary of GAG Inc., the Great American Members shall become stockholders of GAG Inc., and a Change of Control will occur under the Credit Agreement,

WHEREAS, the Borrower and Great American have requested that Lender consent to the transactions to be undertaken pursuant to the GAG Purchase Agreement and the Change of Control that will result therefrom,

WHEREAS, the Lender is willing, on the terms and conditions set forth herein, to consent to the transactions contemplated under the GAG Purchase Agreement as in effect on the date hereof and the Change of Control resulting therefrom,

WHEREAS, as a condition to Lender’s consent, Borrower and Lender have agreed to make certain further amendments to the Credit Agreement, all of which shall be subject to and pursuant to the terms and conditions contained herein.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees as follows:

1. RELATION TO THE CREDIT AGREEMENT .

This Amendment constitutes an integral part of the Credit Agreement and shall be deemed to be a Loan Document for all purposes. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

2. AMENDMENTS TO CREDIT AGREEMENT .

2.1 Definitions . Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) Each of the terms defined in the Recitals of this Amendment shall be deemed incorporated by reference into their appropriate alphabetical location in Section 1.1 of the Credit Agreement as though stated therein in full.

(b) The following defined terms are hereby added in their appropriate alphabetical location in Section 1.1 of the Credit Agreement or, if any of the following terms are defined in the Credit Agreement prior to giving effect to this Amendment, such terms are deemed amended and restated in their entirety as follows.

“ Agreement ” shall mean this Credit Agreement, including all annexes, exhibits, and schedules hereto, as amended by the First Amendment, and as it may be further amended, restated, supplemented and/or modified from time to time in accordance with the terms hereof.

“ Change of Control ” shall mean, at any time:

(a) occupation of a majority of the seats (other than vacant seats) on the Board of Directors (or other body exercising similar management authority) of GAG Inc. by Persons who are not Permitted Holders and were neither (i) nominated by the Permitted Holders nor (ii) appointed by directors so nominated;

(b) any Person or “group” (within the meaning of the Securities and Exchange Act of 1934, as amended), other than a Permitted Holder, is or becomes the beneficial owner (within the meaning of Rule 13d-3 or 13d-5 of the Securities and Exchange Act of 1934, as amended, except that such Person or group shall be

deemed to have “beneficial ownership” of all Capital Stock that such Person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of (i) twenty-five percent (25%) or more (on a fully diluted basis) of the total then outstanding Capital Stock of GAG Inc. entitled to vote for the election of directors of GAG Inc., and (ii) Capital Stock of GAG Inc. entitled to vote for the election of directors of GAG Inc. in an amount greater than the number of shares of such Capital Stock beneficially owned by the Permitted Holders (or over which the Permitted Holders have voting control);

(c) GAG Inc. fails at any time to own, directly or indirectly, 100% of the Capital Stock of Great American and Great American fails at any time to own, directly or indirectly, 100% of the Capital Stock of Borrower free and clear of all Liens (other than Permitted Encumbrances) and/or ceases to manage Borrower’s business and operations;

(d) Permitted Holders cease to own, directly or indirectly, at least 15% of the Capital Stock of GAG Inc. having the right to vote for a majority of the Board of Directors of GAG Inc.;

(e) any Permitted Holder: (i) ceases to be actively engaged in the management and day-to-day operations and administration of the Great American Group (including, without limitation, Borrower) or (ii) ceases to be a Continuing Director of GAG Inc. and a Continuing Manager of Great American.

“ Continuing Directors ” shall mean (a) any member (or comparable manager) of the Board of Directors (or comparable body) of Great American or the Borrower who was or became a director (or comparable manager) of Great American or the Borrower on the Closing Date, (b) any individual who becomes a member (or comparable manager) of the Board of Directors (or comparable body) of Great American or the Borrower after the Closing Date if such individual was appointed or nominated for election to the Board of Directors by a majority of the members of either Great American or Borrower, as applicable, or (c) any member of the Board of Directors of GAG Inc. who was or became a director of GAG Inc. on the First Amendment Effective Date, or becomes a member of the Board of Directors of GAG Inc. after the First Amendment Effective Date if such individual was appointed or nominated for election to the Board of Directors by a majority of the members.

“ First Amendment ” shall mean the First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, between Lender and Borrower and acknowledged and agreed to by Great American and GAG Inc.

“ First Amendment Effective Date ” shall have the meaning given such term in the First Amendment.

“ Great American Guaranty ” shall mean the First Amended and Restated Limited Guaranty of GAG Inc. and Great American, on a joint and several basis, in favor of Lender dated as of the First Amendment Effective Date and in form and substance satisfactory to Lender guaranteeing the prompt payment and performance of the Obligations under certain circumstances set forth therein.

“ SEC ” shall mean the Securities and Exchange Commission.

“ Work Fee ” shall mean a fee in the amount of $25,000 payable to Lender pursuant to, and upon occurrence of the events described in, Section 2.5(d) .

(i) The definitions of “ Bank Product Agreement ”, “ Bank Product Obligations ” and “ Bank Products ” are amended by inserting “GAG Inc.” before each occurrence of “Great American” in such definitions.

(ii) The definition of “ Fees ” is amended by inserting “any Work Fee” after “the Letter of Credit Fees” and before “and the Success Fees”.

(iii) The definition of “ Great American Group ” is amended by inserting “GAG Inc.” after “a collective reference to” and before “Great American”.

(iv) The definition of “ Material Adverse Effect ” is hereby amended by inserting, in clause “a” of such definition, “GAG Inc.,” after “Borrower” and before “and/or Great American” and by inserting, in clause “c” of such definition, “GAG Inc.’s” after “Borrower’s” and before “or Great American’s”.

(v) The definition of “ Obligations ” is hereby amended by inserting “any Work Fees” after “the Success Fees” and before “and any L/C Fees”.

2.2 Amendment to §2.5 of the Credit Agreement . Section 2.5 of the Credit Agreement is hereby amended by adding the following new clause “d”, as follows:

“(d) Work Fee . In the event that Borrower has submitted a Liquidation Loan Proposal to Lender pursuant to Section 2.1(f) and Lender has committed pursuant to Section 2.1(f)(ii) to make a Liquidation Loan or incur Letter of Credit Obligations on the terms set forth in such Liquidation Loan Proposal (or on other terms proposed by Lender and accepted by Borrower) and Borrower (or any joint venture as to which Borrower is a joint venturer, as applicable) thereafter enters into a Liquidation Sales Agreement but elects to fund its obligations (or its share of the obligations of any joint venture as to which Borrower is a joint venturer, as applicable) under such Liquidation Sales Agreement without such Liquidation Loan or Letter of Credit, then, without waiving any Default or Event of Default which may result (including, without limitation, as a result of any breach of Section 6.15 ) from Borrower’s election or any of Lender’s rights or remedies against Borrower under the Loan Documents

or applicable law (all of which Lender hereby expressly reserves), the Borrower shall pay the Work Fee to Lender. The Work Fee shall be immediately due and payable, on the terms provided for payment of Fees under Section 2.4(e) , after Borrower (or any joint venturer as to which Borrower is a joint venturer) enters into such Liquidation Sales Agreement. The Borrower agrees that any Work Fees shall be fully earned when due as partial consideration for Lender’s work in reviewing the terms of such Liquidation Loan Proposals and shall not relieve Borrower of any other obligations hereunder to reimburse Lender for any other Lender Expenses or Fees howsoever arising.”

2.3 Amendment to § 2.11 of the Credit Agreement . Section 2.11 of the Credit Agreement is hereby amended and restated to read in their entirety as follows:

“(a) Borrower, GAG Inc., and Great American, jointly and severally, shall pay, indemnify, defend, and hold the Lender, each Participant, and each of Lender’s or Participant’s respective officers, directors, employees, agents, attorneys, and attorneys-in-fact (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable and documented attorneys fees and disbursements and other reasonable and documented costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the “ Indemnified Liabilities ”). The foregoing to the contrary notwithstanding, Borrower, GAG Inc., and Great American shall have no obligation to any Indemnified Person under this Section 2.11(a) with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower, GAG Inc., or Great American was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. Borrower, GAG Inc., and Great American shall be subrogated to an Indemnified Person’s rights of recovery to the extent of any liabilities satisfied by the Borrower, GAG Inc., or Great American and such Indemnified Person shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the execution thereof; provided, however, that, and, notwithstanding the foregoing to the contrary, such

subrogation rights of Borrower, GAG Inc., or Great American may not be exercised until payment in full of all Obligations due hereunder and the termination of this Agreement and shall be subordinate to the Obligations due Lender in all respects. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT (NOT CONSTITUTING GROSS NEGLIGENCE) OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

(b) GAG Inc. and Great American shall each be liable, jointly and severally, to pay, indemnify, defend, and hold harmless (to the fullest extent permitted by law) from and against any and all Indemnified Liabilities which may be instituted or asserted against or incurred by any such Indemnified Person as a result of the engagement of GAG Inc., Great American, or any of their respective employees in, or any of such Person’s causing Borrower to engage in, any fraud, acts in bad faith or intentional breach of the terms of this Agreement, any Liquidation Sales Agreement, or the conduct of any Liquidation Sale. The foregoing to the contrary notwithstanding, GAG Inc. and Great American shall have no obligation to any Indemnified Person under this Section 2.11(b) with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT (NOT CONSTITUTING GROSS NEGLIGENCE) OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.”

2.4 Amendment to § 4.4 of the Credit Agreement . Section 4.4 of the Credit Agreement is amended by adding “GAG Inc.,” after “relating to” and before “Borrower and Great American”.

2.5 Amendment to § 4.19 of the Credit Agreement . Section 4.19 of the Credit Agreement is amended and restated in its entirety as follows.

4.19

Solvency; Fraudulent Transfer .

(a) Both before and after giving effect to (i) the Revolving Credit Advances and Letter of Credit Obligations to be made or extended on the Closing Date or such other date as Revolving Credit Advances or Letter of Credit Obligations requested hereunder are made or extended, (ii) the disbursement of the proceeds of such Revolving Credit Advances pursuant to the instructions of Borrower, (iii) any Liquidation Sale, (iv) the payment and accrual of all transaction costs in connection with the foregoing, and (v) the consummation of the transactions contemplated in the GAG Purchase Agreement as in effect on the First Amendment Effective Date, GAG Inc., Great American, and Borrower are Solvent.

(b) No transfer of property is being made by any of GAG Inc., Great American, or Borrower and no obligation is being incurred by any of them in connection with the transactions contemplated by this Agreement or the other Loan Documents or the GAG Purchase Agreement with the intent to hinder, delay, or defraud either present or future creditors of GAG Inc., Great American, or Borrower.

(c) No transfer of property is being made by GAG Inc., Great American, or Borrower under the GAG Purchase Agreement or otherwise without receiving a reasonably equivalent value in exchange for such transfer and, after such transfer, GAG Inc.’s, Great American’s, or the Borrower’s remaining assets are not unreasonably small in relation to its business.

2.6 Amendment to § 5.3 of the Credit Agreement . Section 5.3 of the Credit Agreement is amended:

(i) by deleting each reference to “Great American” in such section and replacing each such reference with “GAG Inc.”; and

(ii) by adding a new clause “c” thereto as follows.

“(c) As soon as the same become publicly available, copies of (i) all material periodic and other reports, proxy statements and other materials filed by GAG Inc. with the SEC or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, as the case may be, and (ii) SEC Forms 10-K and 10-Q for GAG Inc.; provided that no such delivery shall be required hereunder with respect to each of the foregoing to the extent that such are publicly available via EDGAR or another publicly available reporting system and the Borrower has advised the Lender of the filing thereof.”

2.7 Amendment to § 6.12 of the Credit Agreement . Section 6.12 of the Credit Agreement is amended by deleting the “and” at the end of clause “h” thereof, deleting the “.” at the end of clause “i” thereof and replacing it with “and” and inserting a new clause “j” thereof as follows:

“(j) The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting GAG Inc., Borrower, or any other Subsidiary of GAG Inc. that could reasonably be expected to result in a Material Adverse Effect.”

2.8 Amendment to § 6.13 of the Credit Agreement . Section 6.13 of the Credit Agreement is hereby amended by adding “GAG Inc.,” before “Great American” at the beginning of such Section.

2.9 Amendment to § 6.15(b) of the Credit Agreement . Section 6.15(b) of the Credit Agreement is hereby amended by adding “GAG Inc.,” before each occurrence of “Great American” in such Section and by adding “GAG Inc.’s” before “Great American’s” in clause “iii” of such Section.

2.10 Amendment to Article 7 of the Credit Agreement . Article 7 of the Credit Agreement is hereby amended by adding a new Section 7.22 thereto as follows:

7.22 Preferred Stock . GAG Inc. agrees not to issue any Capital Stock to any Person that would constitute “Preferred Stock” as defined and described in GAG Inc.’s Certificate of Incorporation filed with the State of Delaware on May 7, 2009, without providing Lender with at least 30 days advance written notice thereof, together with copies of all documents, certificates, and agreements to be issued by GAG Inc. or any other Person in connection with such issuance.

2.11 Amendments to § 9.1 of the Credit Agreement .

(a) Sections 9.1(g), (h), (i), (j), (l), (m), (n), and (q) of the Credit Agreement is hereby amended by adding “GAG Inc.,” before each occurrence of “Great American” in such Sections.

(b) Section 9.1(k) of the Credit Agreement is hereby amended by deleting “Guarantor” and replacing it with “GAG Inc. or Great American”.

3. CONSENT . Upon the effectiveness of this Amendment, Lender hereby consents to the change of control in the ownership of Great American to be consummated pursuant to the GAG Purchase Agreement as in effect on the date hereof.

4. REPRESENTATIONS AND WARRANTIES . The Borrower, Great American, and GAG Inc., hereby affirm to Lender that all of its respective representations and warranties set forth in the Credit Agreement and other Loan Documents to which it is a party are true, complete and accurate in all respects as of the date hereof. Additionally, the Borrower represents and warrants to Lender and Lenders the following:

(a) Legally Enforceable Agreement . This Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(b) No Defaults . Both before and after giving effect to this Amendment, no Defaults or Events of Default have occurred and are continuing as of the Amendment Effective Date. There are no defaults or breaches by any party to the GAG Purchase Agreement or any other document executed in connection therewith.

5. CONDITIONS PRECEDENT . The Amendment Effective Date shall only occur upon the Lender’s receipt of the following, all in form and substance satisfactory to it in its sole discretion:

(a) an original counterpart of this Amendment duly executed by all parties hereto,

(b) a duly executed original counterpart of the Great American Guaranty,

(d) a fully executed and certified copy of the GAG Purchase Agreement and all other material agreements executed or delivered in connection therewith,

(e) an amendment or replacement of the Subordinated Unsecured Promissory Note from GAG Inc. in favor of the Great American Members, dated as of July 31, 2009, containing subordination provisions in favor of Lender,

(f) evidence that the transactions contemplated in the GAG Purchase Agreement have been closed and consummated according to the terms of the GAG Purchase Agreement as in effect on the date hereof,

(g) a certificate from the Secretary of Borrower, GAG Inc., and Great American attesting to the resolutions of such Person’s Board of Directors authorizing its execution, delivery, and performance of this Amendment or the Great American Guaranty, as applicable, and authorizing specific officers of such Person to execute the same,

(h) copies of Borrower’s, GAG Inc.’s, and Great American’s Governing Documents, as amended, modified, or supplemented to the First Amendment Effective Date, certified by the Secretary of such Person,

(i) a certificate of status with respect to Borrower, GAG Inc., and Great American, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Person, which certificate shall indicate that such Person is in good standing in such jurisdiction; provided, however, that in lieu of providing such certificate on the First Amendment Effective Date, Borrower covenants and agrees that it shall take all action necessary to cause such certificate to be issued within five (5) Business Days of the First Amendment Effective Date,

(j) Borrower shall have paid all Lender Expenses incurred in connection with the transactions evidenced by this Amendment, and

(k) All other documents and legal matters in connection with this Amendment reasonably requested by the Lender shall have been delivered, executed, or recorded.

6. NO WAIVER . Except as expressly provided for in this Amendment, nothing in this Amendment shall extend to or affect in any way any of the rights or obligations of the Borrower or any of the Lender’s obligations, rights and remedies arising under the Loan Documents. Except as expressly provided for in this Amendment, the Lender shall not be deemed to have waived any or all of its rights or remedies with respect to any Default or any Event of Default existing on the date hereof or arising hereafter.

7. RELEASE . In consideration of Lender entering into this Amendment, the Borrower, GAG Inc., and Great American each hereby release and forever discharge Lender, and its successors, assigns, agents, shareholders, directors, officers, employees, attorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, and each of them, from any and all claims, counterclaims, off-sets, debts, demands, obligations, costs, expenses, actions and causes of action, of every nature and description, known and unknown, whether or not related to the subject matter of this Amendment or the other Loan Documents, which such Person now has or at any time may have held, by reason of any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment; provided, however, that such release and discharge shall in all events exclude any and all continuing obligations of Lender, if any, under or pursuant to the Loan Documents. This release is fully effective on the date hereof. Lender is not releasing Borrower from any claims, debts, Obligations, demands, obligations, costs, expenses, actions or causes of action.

8. COSTS AND EXPENSES . Without limiting Section 11.4 of the Credit Agreement, the Borrower hereby agrees to pay to the Lender, on demand by the Lender, all reasonable fees and expenses incurred by the Lender in connection with preparation, execution and delivery of this Amendment and the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses of counsel to the Lender.

9. LIMITED EFFECT, ETC . In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Credit Agreement, the terms and provisions of this Amendment shall govern. Except as modified by this Amendment, all terms and conditions of each of the Loan Documents shall remain unmodified and in full force and effect, which terms and conditions, the parties to this Amendment hereby ratify and affirm. Each of the representations, warranties, and covenants contained in the Loan Documents are incorporated herein by reference that entered into such documents as if each such representation, warranty, and covenant was made herein as of the First Amendment Effective Date.

10. COUNTERPARTS; EFFECTIVENESS . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto.

11. GOVERNING LAW . THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH.

12. HEADINGS . Headings or captions used in this Amendment are for convenience or reference only and shall not define or limit the provisions thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their authorized officers as of the day and year first above written.


GREAT AMERICAN GROUP WF, LLC, a California limited liability company

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Manager

WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as Lender

By:		/s/ Joseph Burt
Name:		Joseph Burt
Title:		Vice President

ACKNOWLEDGEMENT & CONSENT

Great American Group, Inc., and Great American Group, LLC, as issuers of the Great American Guaranty, each hereby (i) acknowledges and agrees to the First Amendment to the Credit Agreement, dated as of even date herewith (the “ Amendment ”), to which this Acknowledgement and Consent is attached, (ii) agrees to comply with the terms of the Credit Agreement, as amended by the Amendment, binding on such Person, and (iii) confirms and agrees that the Great American Guaranty is, and shall continue to be, in full force and effect and is ratified and confirmed in all respects.

Defined terms used in this Acknowledgement and Consent are as defined in the Credit Agreement, dated as of October 21, 2008, between Great American Group WF, LLC, as borrower, and Wells Fargo Retail Finance, LLC, as lender, as amended by the Amendment, and as subsequently amended or amended and restated.

Dated: August 27, 2009


GREAT AMERICAN GROUP, INC. a Delaware corporation

By:		/s/ Paul Erickson
Name:		Paul Erickson
Title:		Chief Financial Officer

GREAT AMERICAN GROUP, LLC a California limited liability company

By:		/s/ Paul Erickson
Name:		Paul Erickson
Title:		Chief Financial Officer

Exhibit 10.7

FIRST AMENDED AND RESTATED LIMITED GUARANTY

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE ACKNOWLEDGED, each of Great American Group, Inc., a Delaware corporation (“ GAG Inc. ”), and Great American Group, LLC, a Delaware limited liability company (“ Great American ”), as of August 27, 2009, jointly and severally unconditionally guaranties to Wells Fargo Retail Finance, LLC, (together, with any of its successors-in-interest the “ Lender ”), with an address at One Boston Place, 18 ^th Floor, Boston, Massachusetts 02108, in its capacity as Lender under the Credit Agreement (as defined below), in accordance with the terms and conditions hereof, the payment of the Guaranteed Amount (as defined below).

1. DEFINITIONS . All initially capitalized terms used here shall have the same meaning as set forth in the Credit Agreement, unless otherwise defined herein. As used herein, the following terms have the following meanings:

“ Borrower ” means Great American Group WF, LLC a California limited liability company.

“ Costs of Collection ” means, all reasonable and documented attorneys’ fees and reasonable and documented out-of-pocket expenses incurred by the Lender’s attorneys, and all reasonable and documented costs and expenses incurred by the Lender (including, without limitation, reasonable and documented costs and expenses associated with travel), which fees, costs and expenses arise out of enforcement against Guarantor of this Guaranty.

“ Credit Agreement ” means that certain Credit Agreement dated as of even date herewith by and between the Borrower and Lender, as amended by the First Amendment to Credit Agreement, dated as of even date herewith, as such agreement may be amended, supplemented, modified or restated from and after the date hereof.

“ Guaranteed Amount ” means as of any date of determination thereof (i) the aggregate amount of all Liabilities outstanding as of such date plus , (ii) interest which may accrue on the Liabilities from and after the date demand for payment is made hereunder at the rate applicable under the Credit Agreement following the occurrence and during the continuance of an Event of Default and (iii) any Costs of Collection incurred.

“ Guarantor ” means, individually and collectively, GAG Inc. and Great American, and their respective successors and assigns, subject to the terms and conditions of this Limited Guaranty.

“ Guaranty ” means this First Amended and Restated Limited Guaranty, as hereafter amended or amended and restated, supplemented, or replaced.

“ Key Date ” means the earliest to occur of any of the following events:

(a) Guarantor, Borrower, any Affiliate thereof, or any of their employees, Authorized Persons, agents, or principals engages in, or causes or induces any other Person to engage in, any fraud or bad faith in connection with, or any intentional or grossly negligent breach of, the terms of the Credit Agreement, any other Loan Document, any Liquidator Joint Venture Agreement, or any Liquidation Sales Agreement, or any of the transactions contemplated in any of the foregoing;

(b) (i) Guarantor (or any member of senior management of Guarantor) consents to, votes in favor of, fails to contest, acquiesces or otherwise causes Borrower or, with respect to GAG Inc., Great American to become the subject of any Insolvency Proceeding constituting an Event of Default described at Sections 9.1(g) or (h) of the Credit Agreement; (ii) Guarantor becomes the subject of an Insolvency Proceeding described in either of such Sections; or (iii) an Event of Default under Section 9.1(p) or (q) of the Credit Agreement occurs;

(c) Borrower, or any Person acting on Borrower’s behalf, diverts, misappropriates or misapplies any funds received by Borrower or such Person or otherwise fails to cause the Proceeds to be applied in a manner consistent with Sections 2.6 and 2.8 of the Credit Agreement;

(d) Guarantor pledges, or causes any other member of the Great American Group to pledge, any asset or Capital Stock of Borrower or Great American, or any right of Borrower under any Liquidation Sales Agreement or Liquidator Joint Venture Agreement in respect to which Lender has provided a Liquidation Loan, to any Person other than Lender;

(e) In respect to any Liquidation Sale in respect to which Lender has provided a Liquidation Loan, Borrower voluntarily ceases, or intentionally fails, to perform its obligation to conduct such Liquidation Sale pursuant to the applicable Liquidation Sales Agreement prior to the completion of such Liquidation Sale; or

(f) Any Expense Payment made to any Person which is a member of the Great American Group in connection with any Liquidation Sale in respect to which Borrower has provided a Liquidation Loan includes a mark up for profit above such Person’s actual out-of-pocket cost therefor.

“ Liabilities ” means all Obligations, whether now existing or hereafter arising, of the Borrower to the Lender under the Credit Agreement and other Loan Documents including, but not limited to, any interest arising after the commencement of any case with respect to the Borrower under the United States Bankruptcy Code or other Insolvency Proceeding against the Borrower as

debtor (including the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all other Liabilities of the Borrower to Lender under the Credit Agreement or other Loan Documents) due in connection with the Credit Agreement and the other Loan Documents.

2. GUARANTY . Each Guarantor absolutely and unconditionally, jointly and severally, guarantees and agrees to be liable for the full and indefeasible payment of the Guaranteed Amount as in effect on the date when demand for payment is made hereunder on or after the occurrence of the Key Date, provided, however, that Guarantor shall have no liability for payment of the Guaranteed Amount unless and until the Key Date shall occur.

3. OBLIGATIONS NOT AFFECTED . The obligations of the Guarantor shall not be affected by: any fraudulent, illegal, or improper act by the Borrower, the Guarantor or any Person liable or obligated to the Lender for or on the Liabilities; any release, discharge, or invalidation, by operation of law or otherwise, of the Liabilities; or the legal incapacity of the Borrower, the Guarantor, or any other Person liable or obligated to the Lender for or on the Liabilities. Interest and Lender Expenses included in the Liabilities shall continue to accrue and shall continue to be deemed Liabilities guarantied hereby notwithstanding any stay to the enforcement thereof against the Borrower, or any other guarantor of the Liabilities, or the disallowance of any claim therefor against the Borrower.

4. INCORPORATION OF ALL DISCUSSIONS . This Guarantee and the Credit Agreement incorporate all discussions and negotiations between the Guarantor and the Lender, concerning the guaranty provided by the Guarantor hereby. No such discussions or negotiations shall limit, modify, or otherwise affect the provisions hereof. No provision hereof may be altered, amended, waived cancelled or modified, except by a written instrument executed, and acknowledged by a duly authorized officer of the Lender and the Guarantor.

5. GENERAL WAIVERS . The Guarantor waives: presentment, demand, notice, and protest with respect to the Liabilities and this Guaranty (except as provided herein); any delay on the part of the Lender; any claim which the Guarantor may have or to which the Guarantor may become entitled to the extent that such claim might otherwise cause any transfer to the Lender by or on behalf of the Borrower to be avoided as having been, or in the nature of, a preference; and notice of acceptance of this Guaranty.

6. WAIVER OF SURETYSHIP . The Guarantor hereby expressly waives all suretyship defenses, including, without limitation: (i) surrender, release, exchange, substitution, dealing with or taking any additional Collateral, and (ii) any impairment of Collateral, including but not limited to failure to perfect a security interest in the Collateral.

7. WAIVER OF SUBROGATION . The Guarantor shall not undertake any of the following unless and until the Obligations have been indefeasibly repaid in full in cash and the Revolving Credit Termination Date has occurred:

•

Exercise of any right against the Borrower, by way of subrogation, reimbursement, indemnity, contribution, or the like; and

•

The claiming of any set-off or counterclaim against the Borrower in respect of any liability of the Guarantor to the Borrower.

8. SUBORDINATION . The payment of any amounts due with respect to any indebtedness of the Borrower now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of the Liabilities. Any amounts which are collected, enforced and received by the undersigned in violation of this Section 8 shall be held by the Guarantor as trustee for the Lender and shall be paid over to the Lender on account of the Liabilities without affecting in any manner the liability of the Guarantor under this Guaranty.

9. LENDER’S BOOKS AND RECORDS . The books and records of the Lender showing the account between the Lender and the Borrower shall be admissible in any action or proceeding and constitute prima facie evidence and proof of the items contained therein.

10. CHANGES IN LIABILITIES . The Guarantor assents to any indulgence or waiver which the Lender might grant or give the Borrower and/or any other Person liable or obligated to the Lender for or on the Liabilities. The Guarantor authorizes the Lender, subject to the terms and conditions of the Loan Documents, to alter, amend, cancel, waive, or modify any term or condition of the Liabilities and of the obligations of any other Person liable or obligated to the Lender for or on the Liabilities, without notice to, or consent from, the Guarantor. No compromise, settlement, or release by the Lender of the Liabilities or of the obligations of any such other Person (whether or not jointly liable with the Guarantor) and no release of any collateral securing the Liabilities or securing the obligations of any such other Person shall affect the obligations of the Guarantor hereunder. No action by the Lender which has been assented to herein shall affect the obligations of the Guarantor to the Lender.

11. COSTS OF ENFORCEMENT . The Guarantor will pay on demand, without limitation, all reasonable and documented Costs of Collection.

12. BINDING EFFECT . This instrument shall inure to the benefit of the Lender, its successors and assigns; shall be binding upon the successors and assigns of the Guarantor; and shall apply to all Liabilities of the Borrower and any successor to the Borrower, including any successor by operation of law. The Guarantor may not assign any of its rights or obligations under this Guaranty to any other Person without the prior written consent of the Lender in the Lender’s sole discretion. The Lender may assign its right, title, and interest in this Guaranty subject to Section 10.3 of the Credit Agreement.

13. LENDER’S RIGHTS AND REMEDIES . The rights, powers, privileges, and discretions of the Lender hereunder (herein, the “ Lender’s Rights and Remedies ”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by the Lender in exercising or enforcing any of the Lender’s Rights and Remedies shall operate as, or constitute a waiver thereof. No waiver by the Lender of any of the Lender’s Rights and Remedies or of any default or remedies under any other agreement with the Guarantor, or of any default under any agreement with the Borrower, or any other Person liable or obligated for or on the Liabilities, shall operate as a waiver of any other of the Lender’s Rights and Remedies or of any default or remedy hereunder or thereunder. No exercise of any of the Lender’s Rights and Remedies and no other agreement or transaction of any nature entered into between the Lender, the Guarantor, and the Borrower; and/or any other Person at any time shall preclude any exercise of the Lender’s Rights and Remedies, without prejudice to the definition of Key Date. No waiver by the Lender of any of the Lender’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. All of the Lender’s Rights and Remedies, and all of the Lender’s rights, remedies, powers, privileges, and discretions under any other agreement or transaction with the Guarantor, the Borrower, or any such other Person, shall be cumulative and not alternative or exclusive, and may be exercised by the Lender at such time or times and in such order of preference as the Lender in its sole discretion may determine.

14. COPIES AND FACSIMILES . This instrument and all documents which have been or may be hereinafter furnished by the Guarantor to the Lender may be reproduced by the Lender by any photographic, microfilm, xerographic, digital imaging, or other process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise so admissible in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was received.

15. CHOICE OF LAWS . This instrument shall be governed, construed, and interpreted in accordance with the laws of The Commonwealth of Massachusetts.

16. CONSENT TO JURISDICTION .

(a) The Guarantor agrees that any legal action, proceeding, case, or controversy brought against or by the undersigned with respect to this Guaranty, may be brought in the Superior Court of Suffolk County Massachusetts or in the United States District Court, District of Massachusetts, sitting in Boston, Massachusetts. By execution and delivery of this Guaranty, the Guarantor accepts, submits, and consents generally and unconditionally, to the jurisdiction of the aforesaid courts.

(b) The Guarantor WAIVES personal service of any and all process and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the Guarantor at the address listed underneath its signature or such other address of the Guarantor of which the Lender then has been provided with written notice by Guarantor, such service to become effective five (5) business days after such mailing.

(c) The Guarantor WAIVES , at the option of Lender, any objection based on forum non conveniens and any objection to venue of any action or proceeding instituted hereunder in the aforementioned courts.

(d) Nothing herein shall affect the right of the Lender to bring legal actions or proceedings in any other competent jurisdiction.

17. BROAD SCOPE OF GUARANTY . Subject to the limitations set forth herein in Section 2 of this Guaranty and elsewhere herein, it is the intention of the Guarantor that the provisions of this Guaranty be liberally construed to the end that the Lender may be put in as good a position as if the Borrower had promptly, punctually, and faithfully performed all Liabilities and that the Guarantor had promptly, punctually, and faithfully performed hereunder.

18. SEVERABILITY . Any determination that any provision herein is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance and shall not affect the validity, legality, or enforceability of any other provision contained herein.

19. RIGHT OF SET-OFF . Any and all deposits or other sums at any time credited by or due to the Guarantor from the Lender or from any participant with Lender in the Liabilities (a “ Participant ”) and any cash, securities, instruments or other property of the Guarantor in the possession of the Lender or any Participant) may be applied or set off against the obligations of the Guarantor to the Lender hereunder.

20. TERMINATION . The obligations of the Guarantor hereunder shall remain in full force and effect as to all Liabilities, without regard to any reduction of the Liabilities (other than on account of payments to Lender by Guarantor made pursuant to this Guaranty) until the date on which the Obligations have been indefeasibly repaid in full in cash and the Revolving Credit Termination Date has occurred. This Guaranty shall continue to be effective or, if previously terminated, shall be automatically reinstated, without any further action, if at any time payment

made or value received with respect to a Liability is rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy or reorganization of the Guarantor, or otherwise, all as though such payment had not been made or value received.

21. MISCELLANEOUS . The Guarantor represents and warrants that, prior to the execution of this Guaranty, the Guarantor carefully read and reviewed all of the provisions of this Guaranty and was afforded an opportunity to consult with counsel independently selected by the Guarantor. The Guarantor further represents and warrants that the Guarantor has freely and willingly executed this Guaranty with full appreciation of the legal effect of this Guaranty. The Guarantor recognizes that the titles to the paragraphs of the within Guaranty are for ease of reference; are not part of this Guaranty; and do not alter or affect substantive provisions hereof.

22. WAIVER OF JURY TRIAL . The Guarantor makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Lender, in the establishment and maintenance of its relationship with the Borrower and the Guarantor, is relying thereon. THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY PRESENT OR FUTURE RIGHT OF THE GUARANTOR TO A TRIAL BY JURY OF ANY CASE OR CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS.

23. AUTHORIZATION . Great American is a limited liability company duly organized and in good standing under the laws of the State of California. The execution, delivery and performance of this Guaranty is within the limited liability company powers of Great American. GAG Inc. is a corporation duly organized and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Guaranty is within the corporate powers of GAG Inc. The execution, delivery and performance of this Guaranty by Guarantor has been duly authorized and is not in contravention of (i) law or (ii) the terms of the organizational documentation of Guarantor, or (iii) any indenture, agreement or undertaking to which Guarantor is a party or by which Guarantor or its property are bound. This Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. Guarantor is the sole holder of the Borrower’ Capital Stock and in its capacity as such, will derive material financial benefit from the extensions of credit to the Borrower which may be made under the Credit Agreement.

24. AMENDMENT AND RESTATEMENT . This Guaranty amends and restates in its entirety that certain Limited Guaranty, dated as of October 21, 2008, from Great American Group LLC to the Lender (the “ Original Guaranty ”). By execution of this Guaranty, no obligations of Guarantor under the Original Guaranty are released or discharged but shall continue and constitute obligations of the Guarantor under this Guaranty.

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GREAT AMERICAN GROUP, INC.

By:		/s/ Paul Erickson
Name:		Paul Erickson
Title:		Chief Financial Officer

GREAT AMERICAN GROUP, LLC

By:		/s/ Andrew Gumaer
		Andrew Gumaer
		Its Manager

By:		/s/ Harvey M. Yellen
		Harvey M. Yellen
		Its Manager

Exhibit 10.8

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of October 21, 2008, between GREAT AMERICAN GROUP WF, LLC, a California limited liability company (“ Grantor ”), and WELLS FARGO RETAIL FINANCE, LLC, a limited liability company organized under the laws of the State of Delaware (“ Lender ”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and between Grantor and Lender (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), Lender has agreed to consider making Liquidation Loans to Grantor;

WHEREAS, in order to induce Lender to enter into the Credit Agreement and the other Loan Documents and to consider making Liquidation Loans as provided for in the Credit Agreement, Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations;

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

1. DEFINED TERMS . All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. All other undefined terms contained in this Security Agreement, unless the context indicates otherwise, have the meanings provided for by Article 9 of the Code to the extent the same are used or defined therein.

2. GRANT OF LIEN .

2.1 To secure the prompt and complete payment, performance and observance of all of the Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing security interest in and lien upon all of Grantor’s right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, Grantor (including under any trade names, styles or derivations thereof), and whether now owned or consigned by or to, or leased from or to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “Collateral”):

(a)

all accounts, including, without limitation, all rights to payment under any Liquidation Sales Agreements and Liquidator Joint Venture Agreements;

(b)

all chattel paper;

(c)

all documents;

(d)

all equipment;

(e)

all fixtures;

(f)

all general intangibles, including without limitation all rights arising under any Liquidation Sales Agreements and Liquidator Joint Venture Agreements and not constituting an account, but not including the name “Great American Group WF” and any variants thereof or any other trade name used by Grantor or any of its Affiliates;

(g)

all goods;

(h)

all instruments;

(i)

all inventory, including without limitation any Retail Inventory;

(j)

all investment property;

(k)

all letters of credit and letter of credit rights;

(l)

all supporting obligations;

(m)

all Commercial Tort Claims;

(n)

Leasehold Interests;

(o)

Books;

(p)

Real Property;

(q)

All insurance policies proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds and premium rebates arise out of any of the foregoing (subparagraphs (a) through (p) hereof) or otherwise;

(r)

all Blocked Accounts, the Cash Management Accounts, Disbursement Accounts and all other deposit accounts and other bank accounts and all funds on deposit therein;

(s)

money or other assets of Grantor that now or hereafter come into the possession, custody, or control of Lender or any Affiliate thereof;

(t)

all money, cash or cash equivalents of Grantor;

(u)

All liens, guarantees, rights, remedies and privileges pertaining to any of the foregoing (subparagraphs (a) through (t) hereof), including the right of stoppage in transit, and;

(v)

to the extent not otherwise included, all proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing.

The Lender’s Liens in and to the Collateral shall attach to all Collateral without any further action on the part of the Lender or Grantor.

2.2 In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Lender as aforesaid, Grantor hereby grants to Lender a right of set-off against the property of Grantor held by Lender, including all property described above in Section 2.1(a) now or hereafter in the possession or custody of, or in transit to, Lender, for any purpose (including safekeeping, collection or pledge), for the account of Grantor, or as to which Grantor may have any right or power.

2.3 With respect to each Liquidation Sale, (a) the Liquidation Loan and all of the other Obligations of Grantor with respect to such Liquidation Sale shall constitute one general obligation of Grantor secured by all of the Collateral arising under or related to such Liquidation Sale, and (b) except with respect to any indemnification obligations of Grantor, Lender’s recourse with respect to such Liquidation Loan and other Obligations of Grantor shall be limited to such Collateral.

3. LENDER’S RIGHTS; LIMITATIONS ON LENDER’S OBLIGATIONS .

3.1 It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall, subject to the terms and conditions contained in such agreements, remain liable under each of the Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and its other contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Lender shall not have any obligation or liability under any Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contract or license pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant to any Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contract or license, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

3.2 Subject to Section 7.4 hereof, if an Event of Default shall have occurred and be continuing, Lender may at any time, without prior notice to Grantor, notify account debtors, parties to any of Grantor’s Liquidation Sales Agreements, Liquidator Joint Venture Agreements, or contracts, and obligors in respect of instruments and chattel paper, that the accounts and the right, title and interest of Grantor in and under such Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contracts, instruments and chattel paper have been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, Grantor shall so notify account debtors, parties to Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and other contracts, and obligors in respect of instruments and chattel paper.

3.3 Lender may at any time in Lender’s own name or in the name of Grantor communicate with account debtors, parties to Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and other contracts, obligors in respect of instruments and chattel paper to verify with such Persons, to Lender’s satisfaction, the existence, amount and terms of any such accounts, Liquidation Sales Agreements, contracts, instruments or chattel paper.

3.4 In conjunction with each Liquidation Sale in respect to which Lender provides a Liquidation Loan, Grantor shall promptly after its entry into such Liquidation Sale Agreement, give notice to the Merchant which is a party thereto or any joint venture to which Grantor is a joint venturer and each other Person party to any such Liquidation Sale Agreement or Liquidator Joint Venture Agreement that Grantor’s portion of any and all payment due to Grantor under any Liquidation Sale Agreement or Liquidator Joint Venture Agreement shall be paid directly to the Collection Account or another account at a Cash Management Bank established in conjunction with such Liquidation Sale. Grantor also hereby authorizes Lender to give, without any further consent of or notice to Grantor, such notice directly to any such Persons after the occurrence and during the continuance of an Event of Default.

4. REPRESENTATIONS AND WARRANTIES . Grantor represents and warrants that:

4.1 Grantor is the sole owner of each item of the Collateral upon which it purports to grant a Lien hereunder (subject only to any obligations under any Agency Agreements, Purchase Agreements or Liquidator Joint Venture Agreements, all of which shall be collaterally assigned to Lender concurrently herewith), and has good and marketable title thereto free and clear of any and all Liens other than Permitted Encumbrances.

4.2 No effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed (i) by Grantor in favor of Lender pursuant to this Security Agreement or the other Loan Documents, and (ii) in connection with any other Permitted Encumbrances.

4.3 This Security Agreement is effective to create a valid and continuing Lien on and, upon the filing of the appropriate financing statements listed, a perfected Lien in favor of Lender on the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code. Such Lien is prior to all other Liens, except Permitted Encumbrances that would be prior to Liens in favor of Lender as a matter of law, and is enforceable as such as against any and all creditors of and purchasers from Grantor (other than purchasers of inventory in the ordinary course of business). All action by Grantor necessary or desirable to perfect such Lien on each item of the Collateral has been duly taken.

4.4 Schedule I hereto lists all investment property, instruments (other than checks received in the ordinary course of business), letters of credit and chattel paper of Grantor. All action by Grantor necessary or desirable to perfect the Lien of Lender on each item set forth on Schedule I (including the delivery of all originals thereof to Lender and the legending of all chattel paper as required by Section 5.2 hereof) has been duly taken. The Lien of Lender on the Collateral listed on Schedule I hereto is prior to all other Liens, except Permitted Encumbrances that would be prior to the Liens in favor of Lender as a matter of law, and is enforceable as such

against any and all creditors of and purchasers from Grantor. Grantor shall, upon obtaining ownership of any additional investment property, instruments (other than checks received in the ordinary course of business), letters of credit or chattel paper, promptly (and in any event within three (3) Business Days) notify Lender and deliver to Lender all such additional instruments or chattel paper duly endorsed and all such letters of credit.

4.5 Grantor’s chief executive office, principal place of business, corporate offices, all warehouses and premises where Collateral is stored or located (other than Liquidation Sale sites), and the locations of all of its books and records concerning the Collateral are set forth on Schedule II hereto. With respect to each Liquidation Sale, the site(s) for such Liquidation Sale and the location of all Retail Inventory relating thereto will be disclosed in the Liquidation Loan Proposal for such Liquidation Sale.

4.6 Grantor does not have any interest in, or title to, any patent, trademark or copyright except as set forth in Schedule III , hereto. This Security Agreement is effective to create a valid and continuing Lien on and, upon filing of a copyright security agreement with the United States Copyright Office and filing of a patent security agreement and a trademark security agreement with the United State Patent and Trademark Office, as the case may be, perfected security interests in favor of Lender in Grantor’s patents, trademarks and copyrights and such perfected security interests are enforceable as such as against any and all creditors of and purchasers from Grantor. Upon filing of such copyright security agreement with the United States Copyright Office and filing of a patent security agreements and a trademark security agreements with the United State Patent and Trademark Office, as the case may be, and the filing of appropriate financing statements, all action necessary or desirable to perfect Lender’s Lien on Grantor’s patents, trademarks or copyrights shall have been duly taken.

5. COVENANTS . Grantor covenants and agrees with Lender that from and after the date of this Security Agreement and until the date on which the Obligations are indefeasibly repaid in full in cash and the Revolving Credit Termination Date has occurred (such date, the “ Termination Date ”):

5.1 Further Assurances; Pledge of Instruments . At any time upon the request of Lender, Grantor shall execute and deliver to Lender any and all security agreements, pledges, assignments, endorsements of certificates of title and bailee acknowledgments (together with any and all financing statements, including, without limitation, any amendments thereto and any “in lieu” continuation statements, which Lender deems necessary in its sole discretion, each of the foregoing, an “ Additional Documents ”) that Lender may request in its sole discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and all other documents that Lender may request in its sole discretion in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. Grantor shall also take such further actions as Lender may reasonably request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including using commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Lender of any Liquidation Sales Agreement, license or contract held by Grantor or in which Grantor has any rights not heretofore assigned Grantor also hereby authorizes Lender to file any such financing or continuation statements to perfect or

maintain a security interest in the Collateral without the signature of Grantor to the maximum extent permitted by applicable law. Lender will provide Grantor with contemporaneous notice of any such filings. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Lender promptly upon Grantor’s receipt thereof.

5.2 Maintenance of Records . Grantor shall keep and maintain, at its own cost and expense, satisfactory and complete records of the Collateral, including a record of any and all payments received and any and all credits granted with respect to the Collateral and all other dealings with the Collateral. Grantor shall mark its books and records pertaining to the Collateral to evidence this Security Agreement and the Liens granted hereby. All chattel paper shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Wells Fargo Retail Finance, LLC, as Lender.”

5.3 Covenants Regarding Patent, Trademark and Copyright Collateral .

(a) Grantor shall notify Lender immediately if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any patent, trademark or copyright, its right to register the same, or to keep and maintain the same.

(b) In no event shall Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Lender prior written notice thereof, and, upon request of Lender, Grantor shall execute and deliver any and all patent security agreements, copyright security agreements or trademark security agreements as Lender may reasonably request to evidence Lender’s Lien on such patent, trademark or copyright, and the general intangibles of Grantor relating thereto or represented thereby.

(c) Grantor shall take all actions necessary or requested by Lender to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.

(d) In the event that any of the patent, trademark or copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall notify Lender promptly after Grantor learns thereof. Grantor shall, unless it shall reasonably determine that such patent, trademark or copyright Collateral is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Lender shall deem appropriate under the circumstances to protect such patent, trademark or copyright Collateral.

5.4 Indemnification . In any suit, proceeding or action brought by Lender relating to any account, chattel paper, Liquidation Sales Agreements, document, general intangible, investment property or instrument for any sum owing thereunder or to enforce any provision of any account, chattel paper, Liquidation Sales Agreements, document, general intangible, investment property or instrument, Grantor will save, indemnify and keep Lender harmless from and against all expense (including reasonable and documented attorneys’ fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from Grantor, except in the case of Lender, to the extent such expense, loss, or damage is attributable to the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. All such obligations of Grantor shall be and remain enforceable against and only against Grantor and shall not be enforceable against Lender.

5.5 Compliance with Terms of Accounts, etc . In all material respects, Grantor will perform and comply with all obligations in respect of its accounts, chattel paper, Liquidation Sales Agreements, and licenses and all other agreements to which it is a party or by which it is bound relating to the Collateral.

5.6 Limitation on Liens on Collateral . Grantor will not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Encumbrances, and will defend the right, title and interest of Lender in and to any of Grantor’s rights under the Collateral against the claims and demands of all Persons whomsoever.

5.7 Limitations on Disposition . Grantor will not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement or the other Loan Documents, or as otherwise permitted by Lender in writing.

5.8 Control of Collateral . If from time to time any Collateral, including any proceeds or supporting obligations, consists of property or rights of a Grantor in which the perfection or priority of Lender’s Liens is dependent upon or enhanced by Lender’s gaining control of such Collateral, Grantor shall promptly notify Lender and, at Lender’s request, deliver the appropriate Control Agreements or take such actions as may be necessary to give Lender control over such Collateral as provided in the Code.

5.9 Negotiable Collateral . If from time to time any Collateral, including any proceeds, is evidenced by or consists of letters of credit, Instruments, Documents, Goods covered by Documents, Investment Property or Chattel Paper, Grantor shall notify Lender, and if perfection or priority of Lender’s Lien in such Collateral is dependent on or enhanced by possession, the Grantor, promptly upon the request of Lender, shall endorse and deliver physical possession of such Collateral to Lender except that the foregoing shall not apply to any non-negotiable bills of lading relating to Goods in transit.

5.10 Further Identification of Collateral . Grantor will, if so requested by Lender, furnish to Lender, as often as Lender requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may reasonably request, all in such detail as Lender may specify.

5.11 Notices . Grantor will advise Lender promptly, in reasonable detail, (i) of any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral, and (ii) of the occurrence of any other event which would have a material adverse effect on the aggregate value of the Collateral or on the Liens created hereunder or under any other Loan Document.

6. LENDER’S APPOINTMENT AS ATTORNEY-IN-FACT .

On the Closing Date Grantor shall execute and deliver to Lender a power of attorney (the “ Power of Attorney ”) substantially in the form attached hereto as Exhibit A . The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender agrees that (a) it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing and that such exercise shall be subject to Section 7.3 hereof, and (b) Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney, provided that Lender shall have no duty as to any Collateral, other than to use reasonable care with respect to the Collateral in its possession or under its control and to account for moneys actually received by it, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Lender shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially similar to that which Lender accords its own property. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LENDERS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

7. REMEDIES; RIGHTS UPON DEFAULT .

maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Lender’s claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such sales on Grantor’s premises or elsewhere and shall have the right to use Grantor’s premises without charge for such time or times as Lender deems necessary or advisable.

Grantor further agrees, at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall select, whether at Grantor’s premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by Lender of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any reasonable and documented attorneys’ fees and other expenses incurred by Lender to collect such deficiency.

7.2 If any Event of Default shall have occurred and be continuing Lender or Lender’s designee may (a) notify Account Debtors of Grantor that the accounts, chattel paper, or general intangibles have been assigned to Lender or that Lender has a Lien thereon, or (b) collect the accounts, chattel paper, or general intangibles directly and charge the collection costs and expenses to the Loan Account. Grantor shall hold any Collections that it receives in trust for the Lender, as the Lender’s trustee, and within one (1) Business Day of receipt thereof will deliver said Collections to Lender or a Cash Management Bank in their original form as received by the Grantor.

7.3 Except as otherwise specifically provided herein, Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

7.4 Notwithstanding any other provision of this Security Agreement, if a Default or an Event of Default is a payment default, a Default or an Event of Default with respect to Sections 4.20 , 6.10 or 7.2 of the Credit Agreement, a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (other than a Default or an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by Grantor), then Lender may exercise the rights and remedies in this Security Agreement that are conditioned upon the occurrence or continuance of a Default or an Event of Default only with respect to such Liquidation Loan and the Collateral related thereto.

8. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY . For the purpose of enabling Lender to exercise rights and remedies under Section 7 hereof (including, without limiting the terms of Section 7 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Lender shall be lawfully entitled to exercise such rights and remedies, Grantor hereby grants to Lender an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to Grantor) to use, license or sublicense any intellectual property now owned or hereafter acquired by Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

9. LIMITATION ON LENDER ’S DUTY IN RESPECT OF COLLATERAL. Lender shall use reasonable care with respect to the Collateral in its possession or under its control and shall account for moneys actually received by it hereunder. Lender shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially similar to that which Lender accords its own property. Lender shall not have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

10. REINSTATEMENT . This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

11. NOTICES . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in the Credit Agreement.

12. SEVERABILITY . Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete understanding and agreement of Lender and Grantor with respect to the matters referred to herein and therein.

13. NO WAIVER; CUMULATIVE REMEDIES . Lender shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Lender and then only to the extent therein set forth. A waiver by Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Lender would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or provisions of this Security Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Lender and Grantor.

14. LIMITATION BY LAW . All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

15. TERMINATION OF THIS SECURITY AGREEMENT . Subject to Section 10 , hereof, this Security Agreement shall terminate upon the Termination Date.

sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to Lender hereunder. Grantor may not assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Security Agreement.

17. COUNTERPARTS . This Security Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement.

18. GOVERNING LAW . THE VALIDITY OF THIS SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SUFFOLK, COMMONWEALTH OF MASSACHUSETTS, PROVIDED , HOWEVER , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. GRANTOR WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.11(b) .

19. WAIVER OF JURY TRIAL . GRANTOR AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THIS SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. GRANTOR AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

20. SECTION TITLES . The Section titles contained in this Security Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

21. NO STRICT CONSTRUCTION . The parties hereto have participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of

intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Security Agreement.

22. ADVICE OF COUNSEL . Each of the parties represents to each other party hereto that it has discussed this Security Agreement and, specifically, the provisions of Section 18 and Section 19 , with its counsel.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


GREAT AMERICAN GROUP WF, LLC,
a California limited liability company

By:		/s/ Harvey M. Yellen
		Harvey M. Yellen
Its:		Manager

By:		/s/ Andrew Gumaer
		Andrew Gumaer
Its:		Manager


WELLS FARGO RETAIL FINANCE, LLC,
a Delaware limited liability company

By:		/s/ Cory Loftus
Name:		Cory Loftus
Title:		Vice President

SCHEDULE I

SECURITY AGREEMENT

Investment Property

None

Instruments

None

Letters of Credit

None

Chattel Paper

None

SCHEDULE II

SECURITY AGREEMENT

Schedule of Offices, Locations of Collateral

And Records Concerning Collateral

I.	Chief Executive Office and principal place of business of Grantor:

21860 Burbank Blvd.

Suite 300 South

Woodland Hills, CA 91367

II.	Corporate Offices of Grantor:

21860 Burbank Blvd.

Suite 300 South

Woodland Hills, CA 91367

1 Parkway North, Suite 520 Deerfield, Illinois 60015

Others to come

III.	Warehouses: None

None, other than Liquidation Sale sites

IV.	Other Premises at which Collateral is Stored or Located:

None, other than Liquidation Sale sites

V.	Locations of Records Concerning Collateral:

21860 Burbank Blvd.

Suite 300 South

Woodland Hills, CA 91367

SCHEDULE III

Security Agreement

Patents, Trademarks and Copyrights

None

SCHEDULE IV

Security Agreement

Commercial Tort Claims

None

Exhibit 10.9

CREDIT AGREEMENT

Dated as of October 25, 2000

between

GREAT AMERICAN VENTURE, LLC,

as Borrower,

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Lender

TABLE OF CONTENTS


SECTION			PAGE

1.	DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION		1

	1.1	Definitions	1
	1.2	Certain Matters of Construction	10

2.	AMOUNT AND TERMS OF CREDIT		11

	2.1	Advances and Letters of Credit	11
	2.2	Use of Proceeds	14
	2.3	Maturity of Liquidation Loans	14
	2.4	Interest	14
	2.5	Fees	15
	2.6	Cash Management Systems	16
	2.7	Receipt of Payments	16
	2.8	Application and Allocation of Payments	17
	2.9	Loan Account and Accounting	18
	2.10	Indemnity	18
	2.11	Access	19
	2.12	Taxes	19
	2.13	[INTENTIONALLY OMITTED]	20
	2.14	Limited Recourse Obligation	20
	2.15	Communication with Accountants and Other Professionals	20

3.	CONDITIONS PRECEDENT		20

	3.1	Conditions to the Occurrence of the Closing Date	20
	3.2	Conditions to each Inventory Advance and Letter of Credit	21
	3.3	Further Conditions to Each Revolving Credit Advance	22

4.	REPRESENTATIONS AND WARRANTIES		23

	4.1	Limited Liability Company Existence; Compliance with Law	23
	4.2	Executive Offices; FEIN; Organizational Number	23
	4.3	Company Power, Authorization, Enforceable Obligations	23
	4.4	Material Adverse Effect	24
	4.5	Agreements Entered Into by Borrower	24
	4.6	Ownership of Property; Liens	24
	4.7	Operations of Borrower; No Employees	24
	4.8	Ventures, Subsidiaries and Affiliates; and Indebtedness	24
	4.9	Government Regulation	24
	4.10	Margin Regulations	24
	4.11	Taxes	25
	4.12	ERISA	25
	4.13	No Litigation	25
	4.14	Brokers	25

-i-

TABLE OF CONTENTS

(Continued)


SECTION			PAGE

	4.15	Full Disclosure	25
	4.16	Environmental Matters	26
	4.17	Deposit and Disbursement Accounts	26
	4.18	Government Contracts	26
	4.19	Solvency	26
	4.20	Liquidation Sales Agreements	26

5.	FINANCIAL STATEMENTS AND INFORMATION		27

	5.1	Reports and Notices	27
	5.2	Reports Relating to Liquidation Sales	27
	5.3	Great American Financial Reports	27

6.	AFFIRMATIVE COVENANTS		27

	6.1	Maintenance of Existence and Conduct of Business	27
	6.2	Payment of Obligations	28
	6.3	Books and Records	28
	6.4	Insurance	28
	6.5	Compliance with Laws	29
	6.6	Supplemental Disclosure	29
	6.7	Intellectual Property	29
	6.8	Environmental Matters	29
	6.9	Further Assurances	30
	6.10	Liquidation Sales Agreements	30

7.	NEGATIVE COVENANTS		30

	7.1	Mergers, Subsidiaries, Etc.	30
	7.2	Liquidation Sales Agreements	30
	7.3	Investments; Loans and Advances	30
	7.4	Indebtedness	31
	7.5	Affiliate Transactions	31
	7.6	Capital Structure and Business	31
	7.7	Guaranteed Indebtedness	31
	7.8	Liens	31
	7.9	Sale of Membership Interests and Assets	31
	7.10	ERISA	32
	7.11	Hazardous Materials	32
	7.12	Sale-Leasebacks	32
	7.13	Cancellation of Indebtedness	32
	7.14	Restricted Payments	32
	7.15	Change of Company Name or Location; Change of Fiscal Year	32
	7.16	No Speculative Transactions	32
	7.17	Leases	32

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TABLE OF CONTENTS

(Continued)


SECTION			PAGE

8.	TERM		33

	8.1	Termination	33
	8.2	Survival of Obligations Upon Termination of Financing Arrangements	33

9.	EVENTS OF DEFAULT: RIGHTS AND REMEDIES		33

	9.1	Events of Default	33
	9.2	Remedies	35
	9.3	Waivers by Borrower	35

10.	SUCCESSORS AND ASSIGNS		36

	10.1	Successors and Assigns	36

11.	MISCELLANEOUS		36

	11.1	Complete Agreement; Modification of Agreement	36
	11.2	Amendments	36
	11.3	Fees and Expenses	36
	11.4	No Waiver	37
	11.5	Remedies	38
	11.6	Severability	38
	11.7	Conflict of Terms	38
	11.8	Confidentiality	38
	11.9	GOVERNING LAW	38
	11.10	Notices	39
	11.11	Section Titles	40
	11.12	Counterparts	40
	11.13	WAIVER OF JURY TRIAL	40
	11.14	Press Releases	40
	11.15	Reinstatement	40
	11.16	Advice of Counsel	41
	11.17	No Strict Construction	41
	11.18	No Joint Venture	41

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INDEX OF ANNEXES, EXHIBITS AND SCHEDULES


Annexes

Annex A		Schedule of Documents

Annex B		Letters of Credit

Exhibits

Exhibit 1.1-1		Form of Agency Agreement

Exhibit 2.1-1		Form of Notice of Revolving Credit Advance

Exhibit 2.1-2		Form of Notice of Letter of Credit Request

Exhibit 2.1(a)(i)		Form of Liquidation Loan Proposal

Exhibit 2.1(e)		Form of Notes

Schedules

Schedule 2.1		Lender’s Representative

Schedule 2.1(3)(i)		Due Diligence Requirements for Each Proposed Inventory Advance

Schedule 2.1(f)		Borrower’s Authorized Representatives

Schedule 4.8		List of Great American’s Respective Affiliates

Schedule 4.17		Deposit and Disbursement Accounts

Schedule 5.2		Reporting Requirements for Each Liquidation Sale

Schedule 11.10		Notice Addresses and Facsimile Numbers

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THIS CREDIT AGREEMENT (“ Agreement ”) is entered into as of October 25, 2000, by and between GREAT AMERICAN VENTURE, LLC, a California limited liability company (“ Borrower ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a corporation organized under the banking laws of the State of New York (“ Lender ”).

RECITALS

A. Borrower has been formed to conduct going out of business, liquidation or store closing sales of the retail inventory of merchants that have entered into or may in the future enter into “Liquidation Sales Agreements” (as hereinafter defined) with Borrower.

B. Under its Liquidation Sales Agreements with each merchant, Borrower is or will be obligated to make certain payments to such merchant as consideration for the purchase by Borrower of the retail inventory covered by such Liquidation Sales Agreements and/or the right to conduct the going out of business, liquidation or store closing sales contemplated by such Liquidation Sales Agreements.

C. Borrower desires that Lender extend a revolving credit facility to Borrower of up to One Hundred Million Dollars ($100,000,000) for the purpose of funding a portion of the payments Borrower is required to make under the Liquidation Sales Agreements, and Lender is willing to make certain loans and other extensions of credit to Borrower for such purposes up to such amount upon the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1.	DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION

“ Agency Agreement ” shall mean an Agency Agreement, entered into between Borrower and a Merchant in substantially the form attached hereto as Exhibit 1.1-1 and otherwise acceptable to Lender, pursuant to which Borrower is given the right to conduct a Liquidation Sale on behalf of such Merchant.

“ Agreement ” shall mean this Credit Agreement, including all annexes, exhibits and schedules.

“ Blocked Account ” shall have the meaning assigned to it in Section 2.6(a) .

“ Borrower ” shall mean Great American Venture, LLC, a California limited liability company.

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“ Borrower Equity Amount ” shall mean, with respect to each Liquidation Sale, the product of (i) the Guaranteed Amount or Purchase Price with respect to such Liquidation Sale (or, if the actual amount required to be delivered to the Merchant by Borrower with respect to the Guaranteed Amount or Purchase Price is less than such Guaranteed Amount or Purchase Price, such lesser amount) multiplied by (ii) the Borrower Equity Percentage with respect to such Liquidation Sale.

“ Borrower Equity Percentage ” shall mean, with respect to each Liquidation Sale, the percentage equal to (i) 100%, minus (ii) the Inventory Advance Rate with respect to such Liquidation Sale.

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

“ Closing Date ” shall mean the Business Day on which the conditions precedent set forth in Section 3.1 have been satisfied, in Lender’s sole discretion, or waived in writing by Lender.

“ Code ” shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of California; provided , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Lender’s security interest in any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“ Collateral ” shall mean the property covered by the Security Agreement and the other Collateral Documents and any other property, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Lender to secure the Obligations, including all of Borrower’s rights under and interest in all Liquidation Sales Agreements and amounts received by or payable to Borrower thereunder.

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“ Collateral Documents ” shall mean the Security Agreement and all similar agreements entered into granting to Lender a Lien upon property of Borrower as security for payment of the Obligations.

“ Collection Account ” shall mean that certain account of Lender, account number 502-328-54 in the name of Lender at Bankers Trust Company in New York, New York, ABA No. 021 001 033, or such other account as may be designated by Lender as the “Collection Account.”

“ Commitment Termination Date ” shall mean the earliest of (i) October 25, 2003 ( provided , that such date may be extended for up to two additional one-year periods with the written consent of both Borrower and Lender), and (ii) the date of termination pursuant to Section 9.2 of Lender’s obligation to make additional Revolving Credit Advances and/or incur Letter of Credit Obligations or permit existing Revolving Credit Advances to remain outstanding.

“ CP Rate ” shall mean, for any day, the published rate for 30-day dealer placed commercial paper (high grade unsecured notes sold through dealers by major corporations in multiples of $1,000) which normally is published in the “Money Rates” section of The Wall Street Journal for such day or, in the event such report shall not so appear, in such other nationally recognized publication as Lender may, from time to time, specify to Borrower.

“ Default ” shall mean any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default.

“ Default Rate ” shall have the meaning assigned to it in Section 2.4(d) .

“ Disbursement Account ” shall have the meaning assigned to it in Section 2.6(c) .

“ Environmental Laws ” shall mean all applicable federal, state, local and foreign laws, statutes, ordinances, codes, rules, standards and regulations, now or hereafter in effect, and in each case as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree, order or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata. wildlife, aquatic species and vegetation). Environmental Laws include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq. ) (“ CERCLA ”); the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq. ); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq. ); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq. ); the Toxic Substance Control Act (15 U.S.C. §§ 2601 et seq. ); the Clean Air Act (42 U.S.C. §§ 7401 et seq. ) ;

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the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq. ); the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq. ); and the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq. ), each as from time to time amended, and any and all regulations promulgated thereunder, and all analogous state, local and foreign counterparts or equivalents and any transfer of ownership notification or approval statutes.

“ Environmental Liabilities ” shall mean, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including any arising under or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the vicinity of any real or personal property.

“ Environmental Permits ” shall mean all permits, licenses, authorizations, certificates, approvals, registrations or other written documents required by any Governmental Authority under any Environmental Laws.

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

“ ERISA Affiliate ” shall mean, with respect to Borrower, any trade or business (whether or not incorporated) which, together with Borrower, are treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and any successor thereto.

“ Event of Default ” shall have the meaning assigned to it in Section 9.1 .

“ Expenses ” shall have, with respect to each Liquidation Sale, the meaning assigned to such term in the Agency Agreement or Purchase Agreement for such Liquidation Sale; provided , that notwithstanding the terms of any Agency Agreement or Purchase Agreement, no amounts paid or payable to Borrower or Great American shall constitute Expenses for purposes of this Agreement other than reasonable out-of-pocket expenses actually incurred by Borrower or Great American in the course of conducting such Liquidation Sale.

“ Fees ” shall mean any and all fees payable to Lender pursuant to this Agreement or any of the other Loan Documents, including the Liquidation Loan Fees, the Letter of Credit Fees, and the Success Fees, if any.

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

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

“ Great American ” shall mean Garcel, Inc., a California corporation doing business as Great American Asset Management.

“ Guaranteed Amount ” shall have, with respect to each Liquidation Sale carried out pursuant to an Agency Agreement, the meaning assigned to such term in such Agency Agreement.

“ Hazardous Material ” shall mean any substance, material or waste which is regulated by or forms the basis of liability now or hereafter under, any Environmental Laws, including any material or substance which is (a) defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic substance” or other similar term or phrase under any Environmental Laws, or (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB’s), or any radioactive substance.

“ Inventory Advanc e” shall have the meaning assigned to it in Section 2.1(a) .

“ Inventory Advance Rate ” shall mean, with respect to each Liquidation Sale, the percentage that Lender uses to calculate the amount of the Inventory Advance or Letter of Credit Obligations, as the case may be, with respect to such Liquidation Sale, as determined pursuant to Section 2.1(a) . In no case shall the Inventory Advance Rate for any Liquidation Sale be (i) lower than eighty-five percent (85%), or (ii) higher than ninety-five percent (95%).

“ L/C Issuer ” shall have the meaning assigned to it in Annex B .

“ Lender ” shall mean General Electric Capital Corporation, a corporation organized under the banking laws of the State of New York.

“ Letter of Credit Fee ” shall have the meaning assigned to it in Annex B .

“ Letter of Credit Obligations ” shall mean all outstanding obligations incurred by Lender at the request of Borrower, whether direct or indirect, contingent or otherwise. due or not due, in connection with the issuance of a reimbursement agreement or guaranty by Lender with respect to any Letter of Credit.

“ Letters of Credit ” shall mean commercial or standby letters of credit issued for the account of Borrower by any L/C Issuer for which Lender has incurred Letter of Credit Obligations.

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“ Lien ” shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Code or comparable law of any jurisdiction).

“ Liquidation Loan ” shall mean the Inventory Advance or Letter of Credit Obligations with respect a Liquidation Sale, all other Revolving Credit Advances made with respect to such Liquidation Sale, and all accrued Fees, interest and other Obligations payable by Borrower with respect thereto.

“ Liquidation Loan Fee ” shall have the meaning assigned to it in Section 2.5(a) .

“ Liquidation Loan Proposal ” shall have the meaning assigned to it in Section 2.1(a)(i) .

“ Liquidation Sale ” shall mean all going out of business, liquidation or store closing sales conducted by Borrower with respect to the Retail Inventory of a particular Merchant pursuant to a particular Agency Agreement or Purchase Agreement.

“ Liquidation Sales Agreements ” shall mean the Agency Agreement or Purchase Agreement entered into between Borrower and a Merchant with respect to a Liquidation Sale, and any and all other agreements, instruments, documents and certificates entered into in connection therewith.

“ Loan Documents ” shall mean this Agreement, the Notes, the Collateral Documents and all other agreements, instruments, documents and certificates identified in the Schedule of Documents executed and delivered to, or in favor of, Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of Borrower, or any employee of Borrower, and delivered to Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Management Agreement ” shall mean a management agreement or similar agreements or arrangements between Borrower and Great American, in form and substance acceptable to Lender, pursuant to which Great American provides the services that allow Borrower to perform its obligations under the Liquidation Sales Agreements and the Loan Documents.

“ Material Adverse Effect ” shall mean a material adverse effect, including by reason of an effect on Great American, on (a) the business, assets, operations, prospects or financial or other condition of Borrower, (b) Borrower’s ability to conduct any Liquidation Sale

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in accordance with the applicable Liquidation Sale Agreements or to pay any of the Liquidation Loans or any of the other Obligations in accordance with the terms of this Agreement, (c) the Collateral or Lender’s Liens on the Collateral or the priority of such Liens, or (d) Lender’s rights and remedies under this Agreement and the other Loan Documents.

“ Maximum Lawful Rate ” shall have the meaning assigned to it in Section 2.4(e) .

“ Merchant ” shall mean a Person that, in the ordinary course of its business, sells Retail Inventory.

“ Notes ” shall have the meaning assigned to it in Section 2.1(e) .

“Notice of Letter of Credit Request” shall have the meaning assigned to it in Section 2.1 .

“ Notice of Revolving Credit Advance ” shall have the meaning assigned to it in Section 2.1 .

“ Obligations ” shall mean all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by Borrower to Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under this Agreement or any of the other Loan Documents. This term includes all principal, interest (including all interest and Letter of Credit Fees that accrue after the commencement of any case or proceeding in bankruptcy after the insolvency of, or for the reorganization of Borrower, whether or not allowed in such proceeding), Fees, Charges, expenses, attorneys’ fees and any other sum chargeable to Borrower under this Agreement or any of the other Loan Documents.

“ Permitted Encumbrances ” shall have the meaning assigned to it in Section 7.8 .

“ Person ” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether Federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

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“ Proceeds ” shall have, with respect to any Liquidation Sale, the meaning assigned to such term in the Agency Agreement or Purchase Agreement with respect to such Liquidation Sale.

“ Purchase Agreement ” shall mean a Purchase Agreement or other agreement entered into between Borrower and a Merchant in form and substance acceptable to Lender, pursuant to which Borrower is given the right to purchase Retail Inventory from such Merchant and to conduct Liquidation Sales with respect to such Retail Inventory.

“ Purchase Price ” shall have, with respect to each Liquidation Sale carried out pursuant to a Purchase Agreement, the meaning assigned to such term in such Purchase Agreement.

“ Retail Inventory ” shall mean goods that are held by a Merchant for sale in the ordinary course of its business and that are suitable for sale at retail.

“ Revolving Credit Advance ” shall have the meaning assigned to it in Section 2.1 .

“ Revolving Loan Commitment ” shall mean the amount equal to One Hundred Million Dollars ($100,000,000).

“ Security Agreement ” shall mean the Security Agreement of even date herewith between Borrower and Lender.

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

“ Subsidiary ” shall mean, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of fifty percent (50%) or more of such Stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner.

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“ Success Fee Percentage ” shall mean, with respect to each Liquidation Sate, a percentage determined by the Borrower Percentage for such Liquidation Sale in accordance with the following grid:


If Borrower Equity Percentage is:	Then Success Fee Percentage is:
> 5.0%, but < 6.0%	35.0	%
> 6.0%, but < 7.0%	32.0	%
> 7.0%, but < 8.0%	29.0	%
> 8.0%, but < 9.0%	26.0	%
> 9.0%, but < 10.0%	23.0	%
> 10.0%, but < 11.0%	20.0	%
> 11.0%, but < 12.0%	18.0	%
> 12.0%, but < 13.0%	16.0	%
> 13.0%, but < 14.0%	14.0	%
> 14.0%, but < 15.0%	12.0	%
15.0%	10.0	%

1.2 Certain Matters of Construction .

(a) Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.

(b) All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code as in effect in the State of California to the extent the same are used or defined therein. Unless otherwise specified, reference in this Agreement or any of the Appendices to a Section, subsection or

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clause refer to such Section, subsection or clause as contained in this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement or any such Annex, Exhibit or Schedule.

(c) Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation;” references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of Borrower, such words are intended to signify that Borrower has actual knowledge or awareness of a particular fact or circumstance or that Borrower, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance.

2.	AMOUNT AND TERMS OF CREDIT

2.1 Advances and Letters of Credit . Subject to the terms and conditions hereof, Lender agrees to, from time to time until the Commitment Termination Date, (i) make available advances (each, a “ Revolving Credit Advance ”) to or for the benefit of Borrower as provided for in this Section 2.1 , and (ii) incur Letter of Credit Obligations in respect of Borrower as provided for in Annex 13 and this Section 2.1 The aggregate amount of Revolving Credit Advances and Letter of Credit Obligations outstanding shall not exceed at any time the Revolving Loan Commitment. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.1 .

Each Revolving Credit Advance or Letter of Credit Obligation shall be made or incurred on notice by Borrower to the representative of Lender identified on Schedule 2.1 at the address specified thereon. Those notices must be actually received by Lender no later than (1) 10:00 a.m. (California time) on the Business Day of the proposed Revolving Credit Advance in the case of all Revolving Credit Advances, or (2) with respect to Letter of Credit Obligations, 10:00 a.m. (California time) on the date which is at least two (2) Business Days prior to the requested incurrence of such Letter of Credit Obligations. Each such notice (a “ Notice of Revolving Credit Advance ” or “ Notice of Letter of Credit Request ,” as the case may be) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 2.1-1 or Exhibit 2.1-2 , as the case may be, and shall include the information required in such Exhibit and such other information as may be required by Lender. In addition, a Notice of Letter of Credit Request shall be accompanied by the form of the Letter of Credit (which shall be acceptable to the L/C Issuer) to be guaranteed. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrower and approvals by Lender may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among Borrower, Lender and the L/C Issuer.

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(a) Inventory Advances and Letters of Credit . (i) If Borrower proposes to enter into Liquidation Sales Agreements with respect to any proposed Liquidation Sale, Borrower may propose that Lender agree to make a Revolving Credit Advance or incur Letter of Credit Obligations with respect to the Retail Inventory that is proposed to be sold through such Liquidation Sale (such Revolving Credit Advance is referred to as an “ Inventory Advance ”). Each such proposal (a “ Liquidation Loan Proposal ”) shall (A) be substantially in the form of Exhibit 2.1(a)(i) attached hereto and accompanied by all of the documents and information described on Schedule 2.1(a)(i) , (B) involve a proposed Inventory Advance or Letter of Credit in an amount that Borrower reasonably expects to be not less than Fifteen Million Dollars ($15,000,000), and (C) be sent so that it is actually received by Lender no later than 10:00 a.m. (California time) on the fifth (5th) Business Day prior to the date of the proposed Inventory Advance or incurrence of the Letter of Credit Obligations.

(ii) Within three (3) Business Days after Lender’s receipt of a Liquidation Loan Proposal, Lender will notify Borrower in writing whether Lender (A) would be willing to make an Inventory Advance or incur Letter of Credit Obligations on the terms proposed by Borrower, (B) is not willing to make any Inventory Advance or incur any Letter of Credit Obligations with respect to such Liquidation Sale, or (C) would be willing to make an Inventory Advance or incur Letter of Credit Obligations with respect to the proposed Liquidation Sale, but only at a specified Inventory Advance Rate that is different from that proposed by Borrower and/or with such other modifications specified in such notice. Lender shall have sole discretion to decide whether or not to agree to any Liquidation Loan Proposal or to propose an alternative Inventory Advance Rate for the proposed Liquidation Sale. Lender shall not have any obligation to make an Inventory Advance or incur Letter of Credit Obligations unless Lender actually receives, within two (2) Business Days after Borrower’s receipt of a notice from Lender described in clauses (A) or (C) of the immediately preceding sentence, written notice from Borrower of Borrower’s intention to request disbursement of such Inventory Advance or incurrence of such Letter of Credit Obligations on the terms set forth in such notice from Lender.

(iii) The amount of the Inventory Advance or the Letter of Credit Obligations with respect to each Liquidation Sale shall be calculated based upon the applicable Inventory Advance Rate and the actual Guaranteed Amount or Purchase Price as determined pursuant to the applicable Agency Agreement or Purchase Agreement (or, if the actual amount required to be delivered to the Merchant by Borrower with respect to the Guaranteed Amount or Purchase Price is less than such Guaranteed Amount or Purchase Price, such lesser amount). The Inventory Advance shall be disbursed as a single advance; provided , that in the event the Liquidation Sales Agreements require an initial payment by Borrower to the Merchant before the completion of a final inventory count, the Inventory Advance may be disbursed in two separate advances with the first portion of the Inventory Advance being calculated based upon the applicable Inventory Advance Rate and the amount of such required initial payment and the second portion, if any, of the Inventory Advance being determined and made based on the actual Guaranteed Amount or Purchase Price as determined by the final inventory count.

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(b) Sales Tax Advances . To the extent that Lender has received Collections with respect to a Liquidation Sale, which Collections include Sales Tax Receipts, Lender shall make Revolving Credit Advances equal to the amount of such Saks Tax Receipts, as and when Borrower is required to pay such amounts to the applicable Merchant or taxing authority, to enable Borrower to forward such amounts to such Merchant or taxing authority in accordance with the terms of the applicable Agency Agreement or Purchase Agreement. Borrower’s Notice of Revolving Credit Advance shall include documentation satisfactory to Lender evidencing the amount of such Sales Tax Receipts.

(c) Expense Advances . With respect to each Liquidation Sale, Lender shall make Revolving Credit Advances to enable Borrower to pay Expenses to the Merchant or any third party entitled to receive such payment in accordance with the terms of the applicable Agency Agreement or Purchase Agreement, as and when Borrower is required to pay such amounts. With respect to each Liquidation Sale, Lender shall make such Revolving Credit Advances in an aggregate amount not to exceed the lesser of (i) the actual Expenses of such Liquidation Sale, and (ii) an amount equal to one hundred and three percent (103%) of the amount for aggregate Expenses shown on the Budget for such Liquidation Sale (the “ Total Expense Advance ”); provided , that the Total Expense Advance may exceed one hundred and three percent (103%) of the amount for aggregate Expenses shown on the Budget for such Liquidation Sale to the extent that Borrower either provides Lender with evidence reasonably satisfactory to Lender that such excess was not caused by a deviation from the plan for such Liquidation Sale as set forth in the documents and information furnished to Lender with the Liquidation Loan Proposal for such Liquidation Sale, or to the extent that such excess is caused by a deviation for which Lender has given its prior written consent. Borrower’s Notice of Revolving Credit Advance shall include documentation satisfactory to Lender evidencing the amount of Expenses. If specified in the Liquidation Loan Proposal for such Liquidation Sale, Lender will incur Letter of Credit Obligations with respect to a portion of the anticipated Expenses of such Liquidation Sale; provided , that in such case Lender will not be obligated to make Revolving Credit Advances with respect to Expenses of such Liquidation Sale unless Lender is satisfied that the aggregate amount of such Revolving Credit Advances and the amount of such Letter of Credit Obligations that Lender reasonably anticipates may ultimately be drawn upon does not exceed the Total Expense Advance.

(d) [INTENTIONALLY OMITTED]

(e) Notes . For each Inventory Advance made or Letter of Credit Obligation incurred by Lender, Borrower shall execute and deliver to Lender a note in the principal amount of such Inventory Advance or Letter of Credit Obligation, substantially in the form of Exhibit 2.1(e) (collectively, the “ Notes ”). Each Note shall represent the obligation of Borrower to pay the amount of the applicable Inventory Advance or Letter of Credit Obligation, as well as all other Revolving Credit Advances with respect to the same Liquidation Loan, together with interest thereon as prescribed in Section 2.4 . Notwithstanding any provision of any of the Notes, the entire unpaid balance of the Revolving Loan and all of the Notes, and all other non-contingent Obligations, shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

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(f) Reliance on Notices . Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Letter of Credit Request, Liquidation Loan Proposal or similar notice believed by Lender to be signed by any of the authorized representatives of Borrower listed on Schedule 2.1(f) or any other individual designated in writing by such authorized representatives to act on behalf of Borrower. Lender may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for Lender has actual knowledge to the contrary.

2.2 Use of Proceeds . Borrower shall use the proceeds of each Liquidation Loan solely for the purpose of making payments with respect to the Guaranteed Amount or Purchase Price, Sales Tax Receipts, Expenses, or the Recovery Amount, if any, with respect to the associated Liquidation Sale, as and when Borrower is required to pay such amounts in accordance with the terms of the applicable Agency Agreement or Purchase Agreement.

2.3 Maturity of Liquidation Loans . Each Liquidation Loan shall be due and payable in full, as the case may be for such Liquidation Loan, (i) 180 days after the date of the Inventory Advance with respect to such Liquidation Loan, or (ii) on the date of expiration of the Letter of Credit with respect to such Liquidation Loan.

2.4 Interest .

(a) With respect to each Liquidation Loan, Borrower shall pay interest to Lender on the aggregate outstanding principal amount of all Revolving Credit Advances thereunder at a per annum rate equal to the sum of (i) the CP Rate for the date on which the Inventory Advance thereunder was made, plus (ii) three and one-quarter percent (3.25%). Interest shall be payable in arrears on the first Business Day of each month and at the maturity of such Liquidation Loan.

(b) If any payment on any Liquidation Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(c) All computations of interest shall be made by Lender on the basis of a three hundred and sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest is payable. Each determination by Lender of an interest rate hereunder shall be conclusive, absent manifest error.

(d) So long as any Event of Default shall have occurred and be continuing, and at the election of Lender after written notice from Lender to Borrower, the interest rates and the Letter of Credit Fees applicable to each of the Liquidation Loans shall be increased by two percent (2%) per annum above the rates of interest or the Letter of Credit Fees otherwise applicable hereunder (“ Default Rate ”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations; provided that, if the Event of Default is a payment default, an Event of Default with respect to Section 4.20 , 6.10 or 7.2 of the Credit Agreement, an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Event of Default

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solely with respect to a particular Liquidation Loan (other than an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by Borrower), Lender may increase the rate of interest and the Letter of Credit Fee to the Default Rate only with respect to such Liquidation Loan. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.

(e) Notwithstanding anything to the contrary set forth in this Section 2.4 , if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “ Maximum Lawful Rate ”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.4(a) through (d) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by Lender pursuant to the terms hereof exceed the amount which Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. if, notwithstanding the provisions of this Section 2.4(e) , a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.8 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

2.5 Fees . As additional compensation for Lender’s Revolving Loan Commitment, Borrower agrees to pay to Lender the following Fees:

(a) On the date on which any Inventory Advance is made or any Letter of Credit Obligation is incurred by Lender, Borrower shall pay to Lender a fee (the “ Liquidation Loan Fee ”) equal to one-tenth of one percent (0.10%) of the amount of such Inventory Advance or Letter of Credit Obligation; provided , that once Borrower has paid Liquidation Loan Fees in the aggregate amount of $250,000, no further Liquidation Loan Fees shall be payable in connection with any other Inventory Advances or Letter of Credit Obligations under this Agreement. Any Liquidation Loan Fee payable with respect to any Inventory Advance or Letter of Credit Obligation shall be paid by Lender’s deducting the amount of such Liquidation Loan Fee from the funding amount of such Inventory Advance or by Borrower’s payment of the amount of such fee at the time such Letter of Credit Obligations are incurred.

(b) Upon completion of the Final Accounting with respect to any Liquidation Sale, Borrower shall pay to Lender the Success Fee, if any, with respect to such Liquidation Sale.

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To the extent that Lender has received and is still holding payments with respect to such Liquidation Sale after all other Obligations with respect to such Liquidation Sale have been paid in full, Lender may apply the amount of payments against any Success Fee with respect to such Liquidation Sale.

2.6 Cash Management Systems .

(a) For each Liquidation Sale, prior to Lender’s making the Inventory Advance or incurring the Letter of Credit Obligations with respect to such Liquidation Sale, Borrower shall establish a blocked account in Borrower’s name (the “ Blocked Account ”) at a bank acceptable to Lender, for the deposit of all Collections and other amounts that Borrower is entitled to receive and use with respect to such Liquidation Sale, and Borrower shall deposit or cause to be deposited to the Blocked Account such amounts at least two times per week, or more frequently as Borrower may determine is appropriate.

(b) Prior to Lender’s making the Inventory Advance or incurring the Letter of Credit Obligations with respect to each Liquidation Sale, the bank at which the Blocked Account for such Liquidation Sale has been established shall have entered into a tri-party blocked account agreement with Lender and Borrower, in form and substance acceptable to Lender, which shall immediately become operative at the bank at which the Blocked Account is maintained. Such blocked account agreement shall provide, among other things, that such bank executing such agreement has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees and other charges directly related to the administration of such account, and the bank at which the Blocked Account is located agrees to forward immediately all amounts in the Blocked Account to the Collection Account and to commence the process of daily sweeps from the Blocked Account into the Collection Account.

(c) For each Liquidation Sale, Borrower shall establish, in its name, a separate account (each a “ Disbursement Account ”) at a bank acceptable to Lender into which Lender shall deposit proceeds of the Revolving Credit Advances with respect to such Liquidation Sale, except for those proceeds as to which Lender and Borrower have agreed upon an alternative method of funding, for use by Borrower solely in accordance with the provisions of Section 2.2 .

(d) The Blocked Account and the Disbursement Account for each Liquidation Sale shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Liquidation Loan and all other Obligations with respect to such Liquidation Sale, and in which Borrower shall have granted a Lien to Lender pursuant to the Collateral Documents. Unless Lender otherwise agrees, Borrower shall maintain the Blocked Account and the Disbursement Account with respect to each Liquidation Sale so long as there is any reasonable expectation that any additional Collections will be received or Revolving Credit Advances made with respect to such Liquidation Sale.

2.7 Receipt of Payments . Borrower shall make each payment under this Agreement not later than 2:00 p.m. (New York time) on the day when due in immediately available funds in Dollars to the Collection Account. For purposes of computing interest, all payments shall be deemed received on the day of receipt of immediately available funds therefor in the Collection Account prior to 2:00 p.m. (New York time). Payments received after 2:00 p.m. (New York

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time) on any Business Day shall be deemed to have been received on the following Business Day. Although, as a result of the collection of payments in the Collection Account, a credit balance may exist in favor of Borrower, under no circumstance shall such credit balance accrue interest in favor of Borrower.

2.8 Application and Allocation of Payments .

(a) Prior to the date on which the Final Accounting for any Liquidation Sale is approved by Lender, any and all payments at any time or times received from or on behalf of Borrower with respect to such Liquidation Sale shall be applied, subject to the Final Accounting, in the following order: (i) principal payments with respect to Revolving Credit Advances made with respect to Expenses of the applicable Liquidation Sale; (ii) then due and payable payments of interest with respect to the applicable Liquidation Loan; (iii) then due and payable Letter of Credit Fees with respect to the applicable Liquidation Loan; (iv) then due and payable Obligations with respect to the applicable Liquidation Loan, other than interest, Letter of Credit Fees, and principal payments; (v) principal payments on the applicable Liquidation Loan, other than with respect to Expenses; (vi) to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B until all of such Letter of Credit Obligations with respect to the applicable Liquidation Sale have been fully cash collateralized; (vii) to fund a reserve for Expenses that have not been paid with respect to the applicable Liquidation Sale, to the extent such Expenses have not been otherwise reserved for under a Letter of Credit; (viii) to fund a reserve for the Recovery Amount with respect to the applicable Liquidation Sale; (ix) to Expenses paid by Borrower with respect to the applicable Liquidation Sale that were not funded with Revolving Credit Advances; (x) to deposits to the Disbursement Account, for the benefit of Borrower, for payment of up to the Borrower Equity Amount; and (xi) ninety percent of the remaining amount, if any, to preliminary payments based on the Net Profit Margin with respect to the applicable Liquidation Sale, pro rata based upon the Success Fee percentage for such Liquidation Sale to Lender for the Success Fee and to deposits to the Disbursement Account for the benefit of Borrower; and (xii) to be held by Lender pending completion of the Final Accounting. Upon the Final Accounting, any remaining amounts received by Lender with respect to such Liquidation Sale after application in accordance with the order set forth above, shall be applied in the following order: (I) to payment of the Success Fee, if any, with respect to such Liquidation Sale; and then (II) to deposits to the Disbursement Account, for the benefit of Borrower.

(c) Lender is authorized to, and at its sole election may, charge to the applicable Liquidation Loan balance on behalf of Borrower and cause to be paid all Fees, interest and other amounts owing by Borrower under this Agreement or any of the other Loan Documents with respect to such Liquidation Loan, if and to the extent Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the Revolving Loan to exceed the Revolving Credit Commitment. At Lender’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

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2.9 Loan Account and Accounting . Lender shall maintain a loan account (the “ Loan Account ”) on its books to record with respect to the Revolving Loan and each Liquidation Loan: (i) all Revolving Credit Advances, (ii) all payments made by Borrower or otherwise received by Lender, and (iii) all other debits and credits as provided in this Agreement with respect to the Revolving Loan, each Liquidation Loan or any other Obligations. All entries in the Loan Account shall be made in accordance with Lender’s customary accounting practices as in effect from time to time. The balances in the Loan Account, as recorded on Lender’s most recent printout or other written statement, shall be presumptive evidence of the amounts due and owing to Lender by Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect Borrower’s duty to pay the Obligations. Lender shall render to Borrower a weekly accounting of transactions with respect to the Revolving Loan and each Liquidation Loan setting forth their respective balances. Unless Borrower notifies Lender in writing of any objection to any such accounting (specifically describing the basis for such objection), within thirty (30) days after the Final Accounting, each and every such accounting shall (absent manifest error) be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by Borrower.

2.10 Indemnity .

(a) Borrower shall indemnify and hold harmless each of Lender and its Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “ Indemnified Person ”), from and against any and all suits, actions. proceedings, claims, damages, losses, liabilities and expenses (including attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, “ Indemnified Liabilities ”).

(b) Great American shall indemnify and hold harmless each Indemnified Person from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as a result of the engagement of Great American or any of its employees in, or any of such Person’s causing Borrower to engage in, any fraud, acts in bad faith or intentional breach of the terms of this Agreement or the Liquidation Sales Agreement in connection with any Liquidation Sale.

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(c) Notwithstanding the foregoing, neither Borrower nor Great American shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action. proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

2.11 Access . Borrower shall, during normal business hours, from time to time upon one (1) Business Day’s prior notice as frequently as Lender reasonably determines to be appropriate: (a) provide Lender and any of its officers, employees and agents access to its properties, facilities, advisors and employees (including officers) of Borrower and to the Collateral, (b) permit Lender, and any of its officers, employees and agents, to inspect, audit and make extracts from Borrower’s books and records, (c) permit Lender, and its officers, employees and agents, to inspect, review, evaluate and make test verifications and counts of the Retail Inventory with respect to any Liquidation Sale, and (d) cause each Merchant to provide to Lender and its officers, employees and agents the same access to the properties and facilities of such Merchant that are used in connection with the Liquidation Sale as is provided to Borrower by such Merchant under the applicable Agency Agreement or Purchase Agreement. If a Default or Event of Default shall have occurred and be continuing, Borrower shall provide such access at all times and without advance notice. Borrower shall make available to Lender and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records which Lender may request. Borrower shall deliver any document or instrument necessary for Lender, as it may from time to time request, to obtain records from any service bureau or other Person which maintains records for Borrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower.

2.12 Taxes .

(a) Any and all payments by Borrower hereunder or under any Note shall be made, in accordance with this Section 2.12 , free and clear of and without deduction for any and all present or future Taxes. If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12 ) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, Borrower shall furnish to Lender the original or a certified copy of a receipt evidencing payment thereof.

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(b) Borrower shall indemnify and, within ten (10) days of demand therefor, pay Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 2.12 ) paid by Lender, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted.

2.13 [INTENTIONALLY OMITTED]

2.14 Limited Recourse Obligation . With respect to each Liquidation Sale, (a) the Liquidation Loan and all of the other Obligations of Borrower with respect to such Liquidation Sale shall constitute one general obligation of Borrower secured by all of the Collateral arising under or related to such Liquidation Sale, and (b) except with respect to any indemnification obligations of Borrower, Lender’s recourse with respect to such Liquidation Loan and other Obligations of Borrower shall be limited to such Collateral.

2.15 Communication with Accountants and Other Professionals . Borrower authorizes Lender to communicate directly with any professionals retained by Borrower in connection with any Liquidation Sale, and authorizes and shall instruct each of those professionals to disclose and make available to Lender any and all financial statements and other supporting financial documents, schedules and information relating to such Liquidation Sale, except to the extent that such materials are protected by a legally recognized privilege held by Borrower and disclosure thereof to Lender cannot be accomplished without causing a waiver by Borrower of such privilege.

3.	CONDITIONS PRECEDENT

(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower and Lender; and Lender shall have received such documents, instruments, agreements and legal opinions as Lender shall request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Schedule of Documents as required to be delivered on or before the Closing Date, each in form and substance satisfactory to Lender.

(b) Lender shall have received (i) satisfactory evidence that Borrower and Great American have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents, or (ii) an officer’s certificate in form and substance satisfactory to Lender affirming that no such consents or approvals are required.

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(d) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated thereby and which, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

3.2 Conditions to each Inventory Advance and Letter of Credit . Lender shall not be obligated to make the Inventory Advance or incur any Letter of Credit Obligations with respect to any Liquidation Sale until the following conditions with respect to such Liquidation Sale and the Liquidation Loan with respect thereto have been satisfied or provided for in a manner satisfactory to Lender, in Lender’s sole discretion, or waived in writing by Lender:

(b) The inventory taking and verification processes conducted by RGIS or another inventory taking company acceptable to Lender shall have been completed in a manner reasonably satisfactory to Lender; provided , that, so long as all other conditions precedent are satisfied, a portion of an Inventory Advance may be made pursuant to Section 2.1(a)(iii) before the final inventory count has been completed.

(d) Lender shall have received evidence satisfactory to it that (i) all Liens with respect to the applicable Liquidation Sale, if any, other than those of Lender, upon any of the Collateral with respect to such Liquidation Sales Agreements, have been terminated, released, or assigned to Borrower or Lender, and (ii) in the event there are no Liens on the Retail Inventory, Borrower shall have been granted a security interest in the such Retail Inventory to secure the obligations of the Merchant under the Liquidation Sales Agreements. In either case, all such Liens held by Borrower shall have been assigned to Lender.

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(g) Lender shall have received evidence satisfactory to Lender that the Borrower has and will provide the Borrower Equity Amount with respect to such Liquidation Sale. If Lender is incurring Letter of Credit Obligations with respect to the Guaranteed Amount or Purchase Price with respect to such Liquidation Sale, Lender shall have received from Borrower cash collateral or a letter of credit in form, substance and issued by an issuer satisfactory to Lender, in either case in an amount equal to the Borrower Equity Amount with respect to such Liquidation Sale.

3.3 Further Conditions to Each Revolving Credit Advance . Lender shall not be obligated to fund any Revolving Credit Advance (including any Inventory Advance) or incur any Letter of Credit Obligations if, as of the date thereof:

(b) or any event or circumstance having a Material Adverse Effect shall have occurred since the date hereof and be continuing; or

(d) after giving effect to any Revolving Credit Advance, the outstanding principal amount of the Revolving Loan would exceed the Revolving Loan Commitment.

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4.	REPRESENTATIONS AND WARRANTIES

To induce Lender to make the Liquidation Loans and incur Letter of Credit Obligations, Borrower makes the following representations and warranties to Lender, each and all of which shall survive the execution and delivery of this Agreement.

4.1 Limited Liability Company Existence; Compliance with Law . Borrower (a) is a limited liability company duly organized and validly existing under the laws of its jurisdiction of formation; (b) is duly qualified to conduct business in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (d) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its Operating Agreement; and (f) is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.2 Executive Offices; FEIN; Organizational Number . The current location of Borrower’s chief executive office and principal place of business is 6330 Variel Avenue, Woodland Hills, California 91367, and Borrower has not had any other chief executive office or principal place of business. Borrower’s federal employer identification number is 95-4818571 and its organizational number given to it by its jurisdiction of formation is 200024910012.

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which will have been duly obtained, made or complied with prior to the Closing Date. Each Loan Document constitutes a legal, valid and binding obligation of Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to its enforceability.

4.4 Material Adverse Effect . No event has occurred, which alone or together with other events, could reasonably be expected to have a Material Adverse Effect.

4.5 Agreements Entered Into by Borrower . (a) Borrower has not entered into any contract, instrument, or other agreement other than this Agreement, the other Loan Documents, the Liquidation Sales Agreements, the Management Agreement and any other agreement entered into in the ordinary course of business and necessary to the performance of the foregoing agreements; and (b) Borrower is not in default and, except as previously disclosed to Lender in writing, to the best of Borrower’s knowledge no third party is in default under any of such agreements.

4.6 Ownership of Property; Liens . Borrower owns no property other than (i) the rights under the agreements described in Section 4.5(a) , and (ii) the Retail Inventory purchased pursuant to a Purchase Agreement, if any. Borrower has good and marketable title to such assets, and none of such assets is subject to any Liens other than Permitted Encumbrances. In addition, there are no facts, circumstances or conditions known to Borrower that may result in any Liens other than those in favor of Lender pursuant to the Loan Documents.

4.7 Operations of Borrower; No Employees . Borrower has no employees and operates its business solely through services provided by Great American pursuant to the Management Agreement.

4.8 Ventures, Subsidiaries and Affiliates; and Indebtedness . Borrower has no Subsidiaries, is not engaged in any joint venture or partnership with any other Person, and is not an Affiliate of any other Person except Great American and their respective Affiliates listed on Schedule 4.8 . Great American is the sole member of Borrower. Borrower has no outstanding indebtedness for borrowed money other than the Revolving Loan.

4.9 Government Regulation . Borrower is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940 as amended. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or any other federal or state statute that restricts or limits its ability to incur indebtedness or to perform its obligations hereunder. The making of the Revolving Loan by Lender to Borrower, the incurrence of the Letter of Credit Obligations on behalf of Borrower, the application of the proceeds thereof and repayment thereof and the consummation of the Liquidation Sales will not violate any provision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission.

4.10 Margin Regulations . Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of

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“purchasing” or “carrying” any “margin security” as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “ Margin Stock ”). Borrower owns no Margin Stock, and none of the proceeds of the Liquidation Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Liquidation Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board. Borrower will not take or permit to be taken any action which might cause any Loan Document to violate any regulation of the Federal Reserve Board.

4.11 Taxes . All tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by Borrower have been filed with the appropriate Governmental Authority and all Charges have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid). There are no assessments or threatened assessments by the IRS or any other applicable Government Authority currently outstanding. Borrower has not executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges. None of Borrower or any of its predecessors is liable for any Charges: (a) under any agreement (including any tax sharing agreements) or (b) to Borrower’s knowledge, as a transferee.

4.13 No Litigation . No action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the knowledge of Borrower, threatened against Borrower, before any Governmental Authority or before any arbitrator or panel of arbitrators (collectively, “ Litigation ”) that challenges Borrower’s right or power to enter into or perform any of its obligations under the Loan Documents to which it is a party, or the validity or enforceability of any Loan Document or any action taken thereunder. There is no Litigation pending or, to the knowledge of Borrower, threatened that seeks damages or injunctive relief or alleges criminal misconduct of Borrower.

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4.16 Environmental Matters .

(b) Borrower hereby acknowledges and agrees that Lender (i) is not now, and has not ever been, in control of any of Borrower’s affairs, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence any Borrower’s conduct with respect to the ownership, operation or management of any of its compliance with Environmental Laws or Environmental Permits.

4.19 Solvency . Both before and after giving effect to (a) the Revolving Credit Advances and Letter of Credit Obligations to be made or extended on the Closing Date or such other date as Revolving Credit Advances or Letter of Credit Obligations requested hereunder are made or extended, (b) the disbursement of the proceeds of such Revolving Credit Advances pursuant to the instructions of Borrower, (c) any Liquidation Sale and (d) the payment and accrual of all transaction costs in connection with the foregoing, Borrower is Solvent.

4.20 Liquidation Sales Agreements . Borrower has delivered to Lender complete and correct copies of all existing Liquidation Sales Agreements (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither Borrower nor, to Borrower’s knowledge, any other Person party thereto is in default in the performance or compliance with any provisions thereof. All Liquidation Sales Agreements comply with, and all Liquidation Sales prior to such time have been consummated in accordance with, all applicable laws. All requisite approvals by Governmental Authorities having jurisdiction over Borrower and, to Borrower’s knowledge, Merchant and other Persons referenced therein, with respect to the transactions contemplated by

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such Liquidation Sales Agreements, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by such Liquidation Sales Agreements or to the conduct by Borrower of its business thereafter. To the best of Borrower’s knowledge, none of the Merchant’s representations or warranties in such Liquidation Sales Agreements contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties given by Borrower in such Liquidation Sales Agreements is true and correct in all material respects. Notwithstanding anything contained in such Liquidation Sales Agreements to the contrary, such representations and warranties of Borrower are incorporated into this Agreement by this Section 4.20 and shall, solely for purposes of this Agreement and the benefit of Lender, survive the consummation of the related Liquidation Sale.

5.	FINANCIAL STATEMENTS AND INFORMATION

5.1 Reports and Notices . Borrower covenants and agrees that, from and after the Closing Date and until the Termination Date, it shall deliver to Lender (a) concurrently with the delivery of such information to the applicable Merchant, copies of financial statements, notices, projections and other financial information at the times and in the manner set forth in the Liquidation Sales Agreements with such Merchant, and (b) promptly after receipt by Borrower, copies of any notices from any Merchant under or relating to the Liquidation Sales Agreements.

5.2 Reports Relating to Liquidation Sales . In addition, Borrower shall provide to Lender the information with respect to each Liquidation Sale described on Schedule 5.2 .

5.3 Great American Financial Reports . Within ninety (90) days after the end of each Fiscal Year, Borrower shall deliver to Lender audited financial statements for Great American, including balance sheets, and statements of income and cash flow.

6.	AFFIRMATIVE COVENANTS

Borrower agrees that from and after the date hereof and until the Termination Date:

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6.2 Payment of Obligations .

6.3 Books and Records . Borrower shall keep adequate books and records with respect to its business activities in which proper entries, reflecting all financial transactions, are made in accordance with GAAP.

6.4 Insurance .

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(c) Borrower shall deliver to Lender, in form and substance reasonably satisfactory to Lender, endorsements to all policies of insurance naming Lender as loss payee or additional insured, as the case may be, for those policies of insurance under which Borrower is named as an insured. Borrower shall promptly notify Lender of any loss, damage, or destruction to the Collateral or the Retail Inventory, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Lender in the collection or handling thereof, Lender shall apply such proceeds to the reduction of the Obligations in accordance with Section 2.8 .

6.6 Supplemental Disclosure . From time to time as may be requested by Lender (which request will not be made more frequently than once each year absent the occurrence and continuance of a Default or an Event of Default), Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Disclosure Schedule shall be appropriately marked to show the changes made therein); provided that (a) no such supplement to any such Disclosure Schedule or representation shall be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Lender in writing; and (b) no supplement shall be required as to representations and warranties that relate solely to the Closing Date.

6.7 Intellectual Property . Borrower will conduct its business and affairs without infringement of or interference with any intellectual property of any other Person.

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action in connection with any such violation, Release or other matter. Borrower shall not be deemed to have a Merchant “within its control” solely because of the provisions of any Liquidation Sales Agreement.

6.10 Liquidation Sales Agreements . Borrower shall comply with all material terms, provisions and conditions of the Liquidation Sales Agreements and Borrower shall notify Lender of any breach of or noncompliance with any material terms, provisions, or conditions of the Liquidation Sales Agreements by the applicable Merchant of which Borrower has knowledge.

7.	NEGATIVE COVENANTS

Borrower agrees that, without the prior written consent of Lender, from and after the date hereof until the Termination Date:

7.1 Mergers, Subsidiaries, Etc . Borrower shall not directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person; provided , that, the acquisition of any assets by Borrower in connection with any Liquidation Sale pursuant to the Liquidation Sales Agreements shall not be violation of this covenant.

7.2 Liquidation Sales Agreements . Borrower shall not amend, modify, supplement, or assent to noncompliance with any material term, provision or condition of any Liquidation Sales Agreements.

7.3 Investments; Loans and Advances . Borrower shall not make or permit to exist any investment in, or make, accrue or permit to exist loans or advances of money to, any Person, through the direct or indirect lending of money, holding of securities or otherwise, except that, so long as no Default or Event of Default shall have occurred and be continuing, Borrower may make investments up to $2,000,000 in the aggregate, subject to control agreements in favor of Lender or otherwise subject to a perfected security interest in favor of Lender, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., (iii) certificates of deposit, maturing no more than one year from the date of creation thereof, issued by commercial banks incorporated under the laws of the United States of

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America, each having combined capital, surplus and undivided profits of not less than 5300,000,000 and having a senior secured rating of “A” or better by a nationally recognized rating agency (an “ A Rated Bank ”), and (iv) time deposits, maturing no more than 30 days from the date of creation thereof with A Rated Banks.

7.4 Indebtedness . Borrower shall not create, incur, assume or permit to exist any indebtedness or liabilities, other than with respect to this Agreement, the other Loan Documents, the Liquidation Sales Agreements, and the Management Agreement, except (i) the Liquidation Loans and the other Obligations, and (ii) deferred taxes.

7.5 Affiliate Transactions . Borrower shall not enter into or be a party to any transaction with any Affiliate; provided that, Borrower may enter the Management Agreement and make payments thereunder to Great American so long as such payments are limited to the reimbursement of actual out-of-pocket expenses consistent with the Budget for any Liquidation Sale.

7.6 Capital Structure and Business . Borrower shall not (a) make any changes in any of its business objectives or purposes, or any material change in its operations, or (b) make any change in its capital structure as described in Section 4.8 .

7.8 Liens . Borrower shall not create, incur, assume or permit to exist any Lien on or with respect to the any of its properties or assets (whether now owned or hereafter acquired) except (i) Liens in favor of Lender pursuant to the Loan Documents, (ii) Liens for taxes not yet due, and (iii) materialmen’s, mechanic’s, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business securing obligations that are not overdue (collectively, “ Permitted Encumbrances ”). In addition, Borrower shall not become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Lender as additional collateral for the Obligations.

7.9 Sale of Membership Interests and Assets . Borrower shall not sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including any membership interest (whether in a public or a private offering or otherwise), other than the sale of Retail Inventory in Liquidation Sales pursuant to the Liquidation Sales Agreements. With respect to any disposition of assets or other properties in connection with any Liquidation Sale pursuant to the respective Liquidation Sales Agreements, Lender agrees to release its Lien on such assets or other properties in order to permit Borrower to effect such disposition and shall execute and deliver to Borrower, at Borrower’s expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.

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7.11 Hazardous Materials . Borrower shall not cause nor, to the extent its permission or acquiescence is sought or required, permit a Release of any Hazardous Material on, at, in, under, above, to, from or about any of the real estate upon which any Liquidation Sale is being held, where such Release would (a) violate in any respect, or form the basis for any Environmental Liabilities under, any Environmental Laws or Environmental Permits or (b) otherwise adversely impact the value or marketability of any of the Collateral or Retail Inventory, other than such violations or impacts which could not reasonably be expected to have a Material Adverse Effect.

7.12 Sale-Leasebacks . Borrower shall not engage in any sale-leaseback, synthetic lease or similar transaction involving any assets.

7.14 Restricted Payments . Borrower shall not make any payment or distribution to Great American in respect of its membership interests, except Borrower may make payment to Great American in an aggregate amount not exceeding the amount Borrower is entitled to receive in connection with such Liquidation Sale pursuant to Section 2.8 .

7.15 Change of Company Name or Location; Change of Fiscal Year . Borrower shall not (a) change its name, or (b) change its chief executive office, principal place of business, other business offices, warehouses or other locations, or the location of its records concerning the Collateral, in any case without at least thirty (30) days prior written notice to Lender and after completing or taking any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral, and provided that any such new location shall be in the continental United States. Without limiting the foregoing, Borrower shall not change its name, identity or structure in any manner which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Lender and after completing or taking any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral. Borrower shall not change its Fiscal Year.

7.16 No Speculative Transactions . Borrower shall not engage in any transaction involving commodity options, futures contracts or similar transactions.

7.17 Leases . Borrower shall not enter into any lease.

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TERM

8.1 Termination . The financing arrangements contemplated hereby shall be in effect until the Commitment Termination Date, and the Liquidation Loans and all other Obligations shall be automatically due and payable in full on such date.

8.2 Survival of Obligations Upon Termination of Financing Arrangements . Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of Borrower or the rights of Lender relating to any unpaid portion of the Liquidation Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon Borrower, and all rights of Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided , however that in all events the provisions of Section 10 , the payment of obligations under Sections 2.12 and 2.13 , and the indemnities contained in the Loan Documents shall survive the Termination Date.

9.	EVENTS OF DEFAULT: RIGHTS AND REMEDIES

9.1 Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “ Event of Default ” hereunder:

(b) Borrower shall fail or neglect to perform, keep or observe any of the provisions of Sections 2.2 , 2.6 , 6.4 or 7 .

(c) Borrower shall fail or neglect to perform, keep or observe any of the provisions of Section 5 , and the same shall remain unremedied for five (5) Business Days or more.

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(g) A case or proceeding shall have been commenced against Borrower seeking a decree or order (i) under Title 11 of the United States Code, as now constituted or hereafter amended or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its assets, or (iii) ordering the winding-up or liquidation of the affairs of Borrower, and such case or proceeding shall remain undismissed or unstayed for sixty (60) days or more or such court shall enter a decree or order granting the relief sought in such case or proceeding.

(h) Borrower (i) shall file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) shall fail to contest in a timely and appropriate manner or shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its assets, (iii) shall make an assignment for the benefit of creditors, or (iv) shall take any action in furtherance of any of the foregoing, or (v) shall admit in writing its inability to, or shall be generally unable to, pay its debts as such debts become due.

(i) A final judgment or judgments for the payment of money shall be rendered against Borrower and the same shall not, within thirty (30) days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay.

(j) Any material provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms (or Borrower shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms), or any security interest created under any Loan Document shall cease to be a valid and perfected first priority security interest or Lien (except as otherwise permitted herein or therein) in any of the Collateral purported to be covered thereby, unless such security interests ceases to be a valid and perfected first priority security interest or Lien in the Collateral solely by reason of Lender’s act or failure to act.

(k) Any other event shall have occurred that has a Material Adverse Effect.

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9.2 Remedies .

(a) If any Default or Event of Default shall have occurred and be continuing, Lender may without notice suspend this facility with respect to further Revolving Credit Advances and the incurrence of further Letter of Credit Obligations whereupon any further Revolving Credit Advances and Letter of Credit Obligations shall be made or extended in Lender’s sole discretion so long as such Default or Event of Default is continuing; provided , that if the Default or Event of Default is a payment default, a Default or an Event of Default with respect to Section 4.20 , 6.10 or 7.2 of the Credit Agreement, a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (other than a Default or an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by Borrower), Lender may exercise the remedies in this Section 9.2(a) only with respect to such Liquidation Loan.

(b) If any Event of Default shall have occurred and be continuing, Lender may, without notice, (i) terminate this facility with respect to further Revolving Credit Advances and the incurrence of further Letter of Credit Obligations; (ii) except as otherwise expressly provided herein, increase the rate of interest and Letter of Credit Fees applicable to the Liquidation Loans to the Default Rate; (iii) declare all or any portion of the Obligations, including all or any portion of any Liquidation Loan to be forthwith due and payable, and require that the Letter of Credit Obligations be cash collateralized as provided in Annex B , all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by Borrower; and (iv) exercise any rights and remedies provided to Lender under the Loan Documents and/or at law or equity, including all remedies provided under the Code; provided , that upon the occurrence of an Event of Default specified in Sections 9.1 (f) , (g) or (h) , all of the Obligations, including the Revolving Loan, shall become immediately due and payable without declaration, notice or demand by any Person; provided further , that if the Default or Event of Default is a payment default, a Default or an Event of Default with respect to Section 4.20 , 6.10 or 7.2 of the Credit Agreement, a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (other than a Default or an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by Borrower), Lender may exercise the remedies in this Section 9.2(a) only with respect to such Liquidation Loan and the Collateral related thereto.

9.3 Waivers by Borrower . Except as otherwise provided for in this Agreement or by applicable law, Borrower waives: (a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and

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guaranties at any time held by Lender on which Borrower may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard, (b) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies, and (c) the benefit of all valuation, appraisal and exemption laws.

10.

SUCCESSORS AND ASSIGNS

10.1 Successors and Assigns . This Agreement and the other Loan Documents shall be binding on and shall inure to the benefit of Borrower, Lender and their respective successors and assigns (including a debtor-in-possession on behalf of Borrower), except as otherwise provided herein or therein. Borrower shall not assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder or under any of the other Loan Documents without the prior express written consent of Lender. Any such purported assignment, transfer, hypothecation or other conveyance by Borrower without the prior express written consent of Lender shall be void. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of Borrower and Lender with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement or any of the other Loan Documents.

11.

MISCELLANEOUS

11.1 Complete Agreement; Modification of Agreement . The Loan Documents constitute the complete agreement between the parties with respect to the subject matter thereof and may not be modified, altered or amended except as set forth in Section 11.2 below. Any prior agreement, whether written or oral, between Borrower and Lender or any of their respective affiliates, predating this Agreement and relating to a financing of substantially similar form, purpose or effect shall be superseded by this Agreement.

Upon indefeasible payment in full in cash and performance of all of the Obligations (other than indemnification Obligations under Section 2.10 ), termination of the Revolving Loan Commitment and a release of all claims against Lender, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are Indemnified Liabilities, Lender shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.

11.3 Fees and Expenses . Borrower shall reimburse Lender for all out-of-pocket expenses incurred by Lender after the Closing Date in connection with the Loan Documents or the Liquidation Loans made or proposed to be made thereunder (including the reasonable fees and expenses of Lender’s special loan counsel, advisors, consultants and auditors retained in

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connection with the Loan Documents and advice in connection therewith). Borrower shall reimburse Agent for all fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with:

(a) the forwarding to Borrower or any other Person on behalf of Borrower by Lender of the proceeds of the Revolving Loans;

(b) any amendment, modification or waiver of, consent with respect to, or termination of, any of the Loan Documents or advice in connection with the administration of the Loans made pursuant hereto or its rights hereunder or thereunder;

(c) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, any of the Loan Documents or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Borrower or any other Person that may be obligated to Lender by virtue of the Loan Documents; including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Revolving Loan during the pendency of one or more Events of Default;

(d) any attempt to enforce any remedies of Lender against Borrower or any other Person that may be obligated to Lender by virtue of any of the Loan Documents; including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the Liquidation Loans during the pendency of one or more Events of Default;

including, without limitation, all attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with any appellate proceedings; and all expenses, costs, charges and other fees incurred by such counsel and others in any way or respect arising in connection with or relating to any of the events or actions described in this Section 11.3 , all of which shall be payable, on demand, by Borrower to Lender. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services.

11.4 No Waiver . Lender’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement and any of the other Loan Documents shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver of an Event of Default shall not suspend, waive or affect any other Event of Default whether the same is prior or subsequent thereto and whether the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the other Loan

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Documents and no Default or Event of Default by Borrower shall be deemed to have been suspended or waived by Lender, unless such waiver or suspension is by an instrument in writing signed by an officer of or other authorized employee of Lender and directed to Borrower specifying such suspension or waiver.

11.5 Remedies . Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.

11.6 Severability . Wherever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11.7 Conflict of Terms . Except as otherwise provided in this Agreement or any of the other Loan Documents by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

11.8 Confidentiality . Lender agrees to use reasonable efforts (equivalent to the efforts Lender applies to maintain as confidential its own confidential information) to maintain as confidential all information provided to it by Borrower and designated as confidential; provided , that Lender may disclose such information (a) to Persons employed or engaged by Lender in evaluating, approving, structuring or administering the Liquidation Loans and the Revolving Loan Commitment; (b) to any bona fide participant or potential participant that has agreed to comply with the covenant contained in this Section 11.8 (and any such bona fide participant or potential participant may disclose such information to Persons employed or engaged by them as described in clause (a ) above); (c) as required or requested by any Governmental Authority or reasonably believed by Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, in the opinion of Lender’s counsel, required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any Litigation to which Lender is a party, or (f) which ceases to be confidential through no fault of Lender. Lender may at any time destroy any documents containing such confidential information.

11.9 GOVERNING LAW . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE

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OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED , THAT LENDER AND BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF LOS ANGELES COUNTY, CALIFORNIA AND; PROVIDED , FURTHER NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION THAT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN SCHEDULE 11.10 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWER’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAIL, PROPER POSTAGE PREPAID.

11.10 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the United States Mail, registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 11.10 ), (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated on Schedule 11.10 or to such other address (or facsimile number) as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other than Borrower or Lender) designated on Schedule 11.10 to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

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11.11 Section Titles . The Section titles and Table of Contents contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

11.12 Counterparts . This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.

11.13 WAIVER OF JURY TRIAL . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN LENDER AND BORROWER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

11.14 Press Releases . Borrower executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its Affiliates or referring to this Agreement, the other Loan Documents or the Liquidation Sales Agreements without at least two (2) Business Days’ prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) Borrower or Affiliate is required to do so under law and then, in any event, Borrower or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Borrower consents to the publication by Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

11.15 Reinstatement . This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Borrower for liquidation or reorganization, should Borrower become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of Borrower’s assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

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11.16 Advice of Counsel . Each of the parties represents to each other party hereto that it has discussed this Agreement and, specifically, the provisions of Sections 11.9 and 11.13 , with its counsel.

11.17 No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

11.18 No Joint Venture . Nothing contained herein shall be deemed or construed to create a partnership or joint venture between Borrower and Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.


GREAT AMERICAN VENTURE, LLC, a California limited liability company

By:	Garcel, Inc., a California corporation
Its:	Manager

	By:	/s/ Gary Mintz
		Gary Mintz
		Chairman of the Board of Directors

GENERAL ELECTRIC CAPITAL CORPORATION

By:	/s/ Robert S. Yasuda
Name:	Robert S. Yasuda
	Duly Authorized Signatory

[ADDITIONAL SIGNATURES ON THE FOLLOWING PAGE]

ACKNOWLEDGMENT AND AGREEMENT

Each of the undersigned hereby acknowledges and agrees to the indemnity provisions set forth in Section 2.10(b) of the foregoing Credit Agreement.


GARCEL, INC., a California corporation doing business as Great American Asset Management

By:		/s/ Gary Mintz
Name:
Title:

ANNEX B (Section 2.1)

CREDIT AGREEMENT

LETTERS OF CREDIT

(a) Issuance . Subject to the terms and conditions of this Agreement, Lender agrees to incur from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower’s account, Letter of Credit Obligations by causing Letters of Credit to be issued (by a bank or other legally authorized Person selected by or acceptable to Lender in its sole discretion (each, an “ L/C Issuer ”) for Borrower’s account and guaranteed by Lender; provided , however , that the aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the Revolving Loan Commitment less the aggregate outstanding principal balance of the Revolving Credit Advances. No such Letter of Credit shall have an expiry date which is more than two hundred seventy (270) days following the date of issuance thereof, and Lender shall be under no obligation to incur Letter of Credit Obligations in respect of any Letter of Credit having an expiry date which is later than the Commitment Termination Date.

(b) Revolving Credit Advances Automatic . In the event that Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 2.1 of this Agreement with respect to the Liquidation Sale to which the Letter of Credit is related regardless of whether a Default or Event of Default shall have occurred and be continuing and notwithstanding Borrower’s failure to satisfy the conditions precedent set forth in Section 3 .

(c) Cash Collateral . If Borrower is required to provide cash collateral for any Letter of Credit Obligations pursuant to this Agreement prior to the Commitment Termination Date, Borrower will pay to Lender cash or cash equivalents acceptable to Lender (“ Cash Equivalents ”) in an amount equal to 100% of the Revolving Loan Commitment then available to be drawn under each applicable Letter of Credit outstanding for the benefit of Borrower. Such funds or Cash Equivalents shall be held by Lender in a cash collateral account (the “ Cash Collateral Account ”) maintained at a bank or financial institution acceptable to Lender. The Cash Collateral Account shall be in the name of Borrower, and shall be pledged to, and subject to the control of, Lender in a manner satisfactory to Lender. Borrower hereby pledges and grants to Lender a security interest in all such funds and Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the Letter of Credit Obligations and other Obligations incurred by Borrower in connection with the applicable Liquidation Sale, whether or not then due. This Agreement, including this Annex B , shall constitute a security agreement under applicable law.

If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (i) provide cash collateral therefor in the manner described above, or (ii) cause all such Letters of Credit and guaranties thereof to be canceled and returned, or (iii) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or

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letters) of credit shall be of like tenor and duration as, and in an amount equal to 100% of the aggregate maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Lender in its sole discretion.

From time to time after funds are deposited in the Cash Collateral Account by Borrower, whether before or after the Commitment Termination Date, Lender may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts due and payable by Borrower to Lender with respect to the Letter of Credit Obligations of Borrower in connection with the applicable Liquidation Sale and, upon the satisfaction in full of all such Letter of Credit Obligations of Borrower, to any other Obligations of Borrower then due and payable to Lender in connection with such Liquidation Sale.

Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds or Cash Equivalents held in the Cash Collateral Account, except that upon the termination of all Letter of Credit Obligations in connection with any Liquidation Sale and the payment of all amounts payable by Borrower to Lender in respect thereof, any funds remaining in the Cash Collateral Account with respect to such Liquidation Sale shall be applied to other Obligations with respect to such Liquidation Sale when due and owing and upon payment in full of such Obligations, any remaining amount shall be paid to Borrower or as otherwise required by law.

(d) Fees and Expenses . Borrower agrees to pay to Lender, as compensation to Lender for Letter of Credit Obligations incurred hereunder, (i) all costs and expenses incurred by Lender on account of such Letter of Credit Obligations, and (ii) for each month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “ Letter of Credit Fee ”) in an amount equal to two and one-quarter percent (2.25%) per annum multiplied by the maximum amount available from time to time to be drawn under the applicable Letter of Credit. Such fee shall be paid to Lender in arrears on the first day of each month. In addition, Borrower shall pay to any L/C Issuer, on demand, such fees (including all per annum fees), charges and expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is issued.

(e) Obligation Absolute . The obligation of Borrower to reimburse Lender for payments made with respect to any Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities. Such obligations of Borrower shall be paid strictly in accordance with the terms hereof under all circumstances, including the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement;

(ii) the existence of any claim, setoff, defense or other right which Borrower or any of its affiliates may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Lender, or any other Person, whether in connection with this

B-2

Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between Borrower or any of its affiliates and the beneficiary for which the Letter of Credit was procured);

(iii) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) payment by Lender or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit or such guaranty (except any payment by Lender that was made solely as a result of Lender’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in determining that the demand for payment under any Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof);

(v) any other circumstance or happening whatsoever, which is similar to any of the foregoing; or

(vi) the fact that a Default or an Event of Default shall have occurred and be continuing.

(f) Indemnification; Nature of Lender’s Duties .

(i) In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys’ fees and allocated costs of internal counsel) which Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Lender or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Lender (as finally determined by a court of competent jurisdiction).

(ii) As between Lender and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, Lender shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any

B-3

reason; (C) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that, in the case of any payment by Lender under any Letter of Credit or guaranty thereof, Lender shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) for errors in interpretation of technical terms; (F) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) for any consequences arising from causes beyond the control of Lender. None of the above shall affect, impair, or prevent the vesting of any of Lender’s rights or powers hereunder or under this Agreement.

(iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between Borrower and such L/C Issuer.

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EXHIBIT 2.1-1

CREDIT AGREEMENT

FORM OF NOTICE OF REVOLVING CREDIT ADVANCE

Reference is made to that certain Credit Agreement dated as of October 25, 2000 (including all annexes, exhibits, and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and between the undersigned (“ Borrower ”) and General Electric Capital Corporation (“Lender”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

Borrower hereby gives irrevocable notice, pursuant to Section 2.1 of the Credit Agreement, of its request for a Revolving Credit Advance to be made on [ Date ] in the aggregate amount of $[ ].

IN WITNESS WHEREOF, Borrower has caused this Notice of Revolving Credit Advance to be executed and delivered by its duly authorized officer as of the date first set forth above.


GREAT AMERICAN VENTURE, LLC

By:
Name:
Title:

EXHIBIT 2.1-2

CREDIT AGREEMENT

FORM OF NOTICE OF LETTER OF CREDIT REQUEST

Reference is made to that certain Credit Agreement dated as of October 25, 2000 (including all annexes, exhibits, and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and between the undersigned (“ Borrower ”) and General Electric Capital Corporation (“ Lender ”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

Borrower hereby gives irrevocable notice, pursuant to Section 2.1 of the Credit Agreement, of its request for Lender to incur Letter of Credit Obligations on [ Date ] in the aggregate amount of $[ ] by causing a Letter of Credit to be issued for Borrower’s account in the form attached hereto as Exhibit A.

Borrower hereby (i) represents and warrants that all of the conditions contained in Sections 3.2 and 3.3 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the incurrence of the Letter of Credit Obligations requested hereby, before and after giving effect thereto and to the application of the proceeds therefrom; and (ii) reaffirms the continuation of Lender’s Liens pursuant to the Collateral Documents.

IN WITNESS WHEREOF, Borrower has caused this Notice of Letter of Credit Request to be executed and delivered by its duly authorized officer as of the date first set forth above.


GREAT AMERICAN VENTURE, LLC

By:
Name:
Title:

EXHIBIT 2.1(a)(i)

CREDIT AGREEMENT

(FORM OF) LIQUIDATION LOAN PROPOSAL

Reference is made to that certain Credit Agreement dated as of October 25, 2000 by and between the undersigned (“Borrower”) and General Electric Capital Corporation (“Lender”) (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

1.	GENERAL INFORMATION REGARDING MERCHANT AND INVENTORY


(a)	Name or Merchant

(b)	Anticipated Gross Inventory Amount at Retail	$

(c)	Anticipated Gross Inventory Amount at Cost	$

(d)	Anticipated Guaranteed Amount ( % of Gross Inventory Amount at Retail)	$

2.	AMOUNT REQUESTED FOR LIQUIDATION LOAN


(a)	Proposed Borrower Equity Percentage			%

(b)	Proposed Inventory Advance Rate			%

		2(a) + 2(b) = 100%

(c)	Choose One of the Following Amounts To Be Used For Calculation:		$

	(i)	Guaranteed Amount	$

	(ii)	Purchase Price	$

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	(iii)	Other Agreed Amount to Be Delivered by Borrower to Merchant	$

		Or	$

	(iv)	Letter of Credit Amount	$

(d)	Borrower Equity Amount 2(a) x 2(c)		$

(e)	If 2(c)(i), (ii) or (iii) applies, then		$

	Inventory Advance 2(b) x 2(c)		$

IN WITNESS WHEREOF, the undersigned has executed and delivered this Liquidation Loan Proposal as of the date first set forth above.


GREAT AMERICAN VENTURE, LLC

By:
Name:
Title:

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EXHIBIT 2.1(e)

CREDIT AGREEMENT

SECURED PROMISSORY NOTE


$		Los Angeles, California
		,

FOR VALUE RECEIVED, the undersigned, GREAT AMERICAN VENTURE, LLC, a California limited liability company (“Borrower”), hereby promises to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION (“Lender”), or its assigns, at its address at 350 South Beverly Drive, Suite 200, Beverly Hills, California 90212, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid principal amount of the Liquidation Loan (as defined in the Credit Agreement, as hereinafter defined) made to Borrower in connection with the particular Liquidation Sale (as defined in the Credit Agreement) with respect to which this Secured Promissory Note is executed. This Secured Promissory Note is executed with respect to the Liquidation Sale for (“Merchant”) to be conducted by Borrower pursuant to that certain [Agency Agreement/Purchase Agreement] dated , , between Merchant and Borrower.

All capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in the Credit Agreement dated as of October 25, 2000 (as the same may be subsequently amended, restated or otherwise modified, the “ Credit Agreement ”) by and between Borrower and Lender. This Secured Promissory Note is issued pursuant to the Credit Agreement and is entitled to the benefit and security of the Loan Documents provided for therein, to which reference is hereby made for a statement of all of the terms and conditions under which the Liquidation Loan evidenced hereby is made and to be repaid. All of the terms, covenants and conditions of the Credit Agreement and all other instruments evidencing or securing the indebtedness hereunder, including the Loan Documents, are hereby made a part of this Secured Promissory Note and are deemed incorporated herein in full. The date and amount of each Revolving Credit Advance made by Lender to Borrower, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Lender on its books; provided, that the failure of Lender to make any such recordation shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Credit Agreement or this Secured Promissory Note with respect to the Revolving Credit Advances made by Lender to Borrower.

The principal amount of the indebtedness from time to time evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement and, if not sooner paid in full, on the Commitment Termination Date. Interest on the outstanding principal amount of this Secured Promissory Note shall be paid until such principal amount is paid in full at such rates of interest, including the Default Rate, if applicable, and at such times as are specified in the Credit Agreement.

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In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of money advanced hereunder exceed the Maximum Lawful Rate. If a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the Maximum Lawful Rate, then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , however , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Section 2.4 of the Credit Agreement, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of Section 2.4(e) of the Credit Agreement, a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.8 of the Credit Agreement and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

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BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, BORROWER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS SECURED PROMISSORY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE.

THIS SECURED PROMISSORY NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


GREAT AMERICAN VENTURE, LLC

By:
Name:
Title:

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SCHEDULE 2.1

CREDIT AGREEMENT

LENDER REPRESENTATIVE

(for Delivery of Notice of Revolving Credit Advance or

Notice of Letter of Credit Request)

GENERAL ELECTRIC CAPITAL CORPORATION

350 South Beverly Drive, Suite 200

Beverly Hills, California 90212

Attention: Vice President Portfolio/Great American

Facsimile (310) 284-8068

Telephone (310) 203-0335

SCHEDULE 2.1(a)(i)

CREDIT AGREEMENT

Due Diligence Requirements for Each

Proposed Inventory Advance and Letter of Credit

(i)	Company Background:

Retail locations, inventories (including size, type, brands, quality) and competitive environment;

Description of liquidation transaction strategy;

ROI and profit expectation;

Risk analysis and comparable deals conducted by Great American; and

System review and cash management review.

(ii)	Proposal Letter.

(iii)

Agency Agreement or Purchase Agreement, as the case may be, and Exhibits.

(iv)	Form of Letter of Credit.

(v)	Proposed Cash Management Structure.

(vi)	Operating Pro Forma.

(vii)

Investment Matrix.

(viii)

Sales Plan/Phasing Schedule.

(ix)	Store Locations.

(x)	Store Detail Expense Information by Week.

(xi)	Analysis of Inventory Composition and Margin Dilution.

(xii)

Weekly Cash Flow.

(xiii)

Summary of Field Reports (including lists of representative locations observed).

SCHEDULE 5.2

CREDIT AGREEMENT

Reporting Requirements for Each Liquidation Sale

(i)	Daily/Weekly Sales/Cash Reports, as determined by Lender, with Inventory Balance.

(ii)	Weekly Expense Analysis (Actual v. Budget).

(iii)

Within two (2) weeks after final sales date, Preliminary P&L Statement of Liquidation Sale.

(iv)	Within sixty (60) days after final sales date, Final P&L Statement of Liquidation Sale (including final reconciliation) and Comparative Analysis Against Budget.

(v)	As soon as available, inventory valuation performed by RGIS or equivalent.

SCHEDULE 11.10

CREDIT AGREEMENT

NOTICE ADDRESSES


If to Lender:	GENERAL ELECTRIC CAPITAL CORPORATION
	350 South Beverly Drive, Suite 200
	Beverly Hills, CA 90212
	Attention: Vice President Portfolio/Great American
	Facsimile (310) 284-8068
	Telephone (310) 203-0335

	With a copy to:

	GENERAL ELECTRIC CAPITAL CORPORATION
	201 High Ridge Road
	Stamford, CT 06927-5100
	Attention:	Legal Department,
		Commercial Finance
	Telephone: (203) 316-7500
	Facsimile: (203) 316-7889

	and to:

	MURPHY SHENEMAN JULIAN & ROGERS
	101 California Street, 39th Floor
	San Francisco, CA 94111
	Attention: Dick M. Okada, Esq.
	Telephone: (415) 398-4700
	Facsimile: (415) 421-7879

If to Borrower:	GREAT AMERICAN VENTURE, LLC
	6330 Variel Avenue
	Woodland Hills, California 91367
	Attention:
	Telephone: (818) 884-3737
	Facsimile: (818) 884-2976

	With a copy to:

Exhibit 10.10

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (“ First Amendment ”) is entered into as of October 23, 2003, by and between GREAT AMERICAN VENTURE, LLC, a California limited liability company (“ Borrower ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“ Lender ”), with reference to the following facts, which shall be construed as part of this First Amendment:

RECITALS

A. Borrower and Lender have entered into that certain Credit Agreement dated as of October 25, 2000 (the “ Credit Agreement ”), pursuant to which Lender is providing financial accommodations to or for the benefit of Borrower upon the terms and conditions contained therein. Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Credit Agreement shall be applied herein as defined or established therein.

B. Borrower and Lender desire to amend the Credit Agreement to the extent provided in, and subject to the terms and conditions of, this First Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the continued performance by Borrower and Garcel, Inc. of their respective promises and obligations under the Credit Agreement and the other Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Ratification and Incorporation of Credit Agreement and Other Loan Documents . Except as expressly modified under this First Amendment, (a) Borrower hereby acknowledges, confirms, and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Credit Agreement and the other Loan Documents, and (b) all of the terms and conditions set forth in the Credit Agreement and the other Loan Documents are incorporated herein by this reference as if set forth in full herein.

2. Amendment of Credit Agreement . The Credit Agreement and the other Loan Documents are hereby amended, effective as of the First Amendment Closing Date, as follows (and all section references in this Section 2 shall, unless the context otherwise requires, be references to sections in the Credit Agreement):

2.1 Section 1.1 . Section 1.1 is hereby amended as follows:

a. Replaced Definitions . The definitions of each of the following terms in Section 1.1 are hereby deleted and replaced with the new definition for such term provided below:

“ Code ” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of California; provided , that to the extent that the Uniform Commercial Code is used to define any term

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

“ Commitment Termination Date ” shall mean the earliest of (i) October 23, 2006, and (ii) the date of termination pursuant to Section 9.2 of Lender’s obligation to make additional Revolving Credit Advances and/or incur Letter of Credit Obligations or permit existing Revolving Credit Advances to remain outstanding.

b. New Definitions . Each of the following definitions is hereby added to Section 1.1 in appropriate alphabetical order:

“ First Amendment ” means the First Amendment to Credit Agreement dated as of October 23, 2003.

“ First Amendment Closing Date ” shall have the meaning assigned to it in Section 3 of the First Amendment.

“ Uniform Commercial Code jurisdiction ” means any jurisdiction that had adopted all or substantially all of Article 9 as contained in the 2000 Official Text of the Uniform Commercial Code, as recommended by the National Conference of Commissioners on Uniform State Laws and the American Law Institute, together with any subsequent amendments or modifications to the Official Text.

2.2 References to Lender’s State of Incorporation . Each reference in the Credit Agreement and the other Loan Documents to “General Electric Capital Corporation, a New York corporation” is hereby deleted and replaced with “General Electric Capital Corporation, a Delaware corporation.”

3. Conditions Precedent . Notwithstanding any other provision of this First Amendment, this First Amendment shall be of no force or effect, and Lender shall not have any obligations hereunder, until the following conditions have been satisfied (the date upon which all such conditions have been satisfied, the “ First Amendment Closing Date ”):

3.1 First Amendment and Related Materials; Satisfactory Legal Form . Lender shall have received (a) this First Amendment, duly executed by Borrower and Lender, and (b) the First Amendment to Security Agreement, duly executed by Borrower and Lender. All legal matters incident to the transactions contemplated by this First Amendment and the First Amendment to Security Agreement shall be satisfactory to Lender and its counsel.

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3.2 Certain Third Party Consents . Lender shall have received the attached Consent and Reaffirmation of Indemnity Provisions, duly executed by each Person party thereto.

3.3 No Default or Event of Default . No Default or Event of Default shall have occurred and be continuing.

4. Representations and Warranties re Credit Agreement . Borrower hereby represents and warrants that the representations and warranties contained in the Credit Agreement were true and correct in all material respects when made and, except to the extent that (a) a particular representation or warranty by its terms expressly applies only to an earlier date, or (b) Borrower has previously advised Lender in writing as contemplated under the Credit Agreement, are true and correct in all material respects as of the date hereof. Borrower hereby further represents and warrants that no event has occurred and is continuing, or would result from the transactions contemplated under this First Amendment, that constitutes or would constitute a Default or an Event of Default.

5. Miscellaneous .

5.1 Headings . The various headings of this First Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this First Amendment or any provisions hereof.

5.2 Counterparts . This First Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Delivery of an executed counterpart of a signature page to this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

5.3 Interpretation . No provision of this First Amendment shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured, drafted or dictated such provision.

5.4 Complete Agreement . This First Amendment constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes any prior written or oral agreements, writings, communications or understandings of the parties with respect thereto.

5.5 Governing Law . This First Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such State, without regard to the principles thereof regarding conflict of laws.

5.6 Effect . Upon the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall

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mean and be a reference to the Credit Agreement as amended hereby and each reference in the other Loan Documents to the Credit Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.

5.7 Conflict of Terms . In the event of any inconsistency between the provisions of this First Amendment and any provision of the Credit Agreement, the terms and provisions of this First Amendment shall govern and control.

5.8 No Novation or Waiver . Except as specifically set forth in this First Amendment, the execution, delivery and effectiveness of this First Amendment shall not (a) limit, impair, constitute a waiver by, or otherwise affect any right, power or remedy of, Lender under the Credit Agreement or any other Loan Document, (b) constitute a waiver of any provision in the Credit Agreement or in any of the other Loan Documents or of any Default or Event of Default that may have occurred and be continuing, or (c) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or in any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Credit Agreement as of the day and year first above written.


GREAT AMERICAN VENTURE, LLC,
a California limited liability company

By:	GARCEL, INC., a California corporation, its Manager

	By:	/s/ Gary Mintz
		Gary Mintz
		Chairman of the Board of Directors


GENERAL ELECTRIC CAPITAL CORPORATION

By:		/s/ Todd Growki
		Todd Growki
		Duly Authorized Signatory

[ADDITIONAL SIGNATURES ON THE FOLLOWING PAGE]

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CONSENT AND REAFFIRMATION OF INDEMNITY PROVISIONS

The undersigned hereby (i) acknowledges receipt of a copy of the foregoing First Amendment to Credit Agreement dated as of October 23, 2003 (the “ First Amendment ”), (ii) consents to all of the provisions of the First Amendment, and (iii) ratifies and reaffirms, as of the date hereof, all of the indemnity provisions set forth in Section 2.10(b) of the Credit Agreement.

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Exhibit 10.11

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Second Amendment ” or this “ Amendment ”) is entered into as of October 4, 2006, by and between GREAT AMERICAN VENTURE, LLC, a California limited liability company (“ Borrower ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“ Lender ”), with reference to the following facts, which shall be construed as part of this Second Amendment:

RECITALS

A. Borrower and Lender have entered into that certain Credit Agreement dated as of October 25, 2000 (the “ Credit Agreement ”), as amended by that certain First Amendment to Credit Agreement dated as of October 23, 2003 (collectively, the “ Credit Agreement ”), pursuant to which Lender is providing financial accommodations to or for the benefit of Borrower upon the terms and conditions contained therein. Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Credit Agreement shall be applied herein as defined or established therein.

B. Great American Group, LLC is the successor-in-interest to Gracel, Inc. as the sole member of Borrower, and Borrower and Lender wish to acknowledge through the execution of this Second Amendment the termination of Gracel, Inc.’s indemnity obligations under the Credit Agreement and Great American Group, LLC undertaking of such indemnity obligations.

C. Borrower and Lender desire to amend the Credit Agreement to the extent provided in, and subject to the terms and conditions of, this Second Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the continued performance by Borrower and Great American of their respective promises and obligations under the Credit Agreement and the other Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Ratification and Incorporation of Credit Agreement and Other Loan Documents . Except as expressly modified under this Second Amendment, (a) Borrower hereby acknowledges, confirms, and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Credit Agreement and the other Loan Documents, and (b) all of the terms and conditions set forth in the Credit Agreement and the other Loan Documents are incorporated herein by this reference as if set forth in full herein.

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2. Amendment of Credit Agreement . The Credit Agreement and the other Loan Documents are hereby amended, effective as of the Second Amendment Closing Date, as follows (and all section references in this Section 2 shall, unless the context otherwise requires, be references to sections in the Credit Agreement):

2.1 Section1.1 . Section 1.1 is hereby amended as follows

a. Replaced Definitions . The definitions of each of the following terms in Section 1.1 are hereby deleted and replaced with the new definition for such term provided below:

“ Commitment Termination Date ” shall mean the earliest of (i) October 23, 2009, and (ii) the date of termination pursuant to Section 9.2 of Lender’s obligation to make additional Revolving Credit Advances and/or incur Letter of Credit Obligations or permit existing Revolving Credit Advances to remain outstanding.

“ Great American ” shall mean Great American Group, LLC, a California limited liability company.

“ Success Fee Percentage ” shall mean, with respect to each Liquidation Sale, a percentage determined by the Borrower Percentage for such Liquidation Sale in accordance with the following grid:


If Borrower Equity Percentage is:	Then Success Fee Percentage is:
³ 5.0% but < 6.0 %	18	%
³ 6.0% but < 7.0%	16	%
³ 7.0% but < 8.0%	15	%
³ 8.0% but < 9.0%	13	%
³ 9.0% but < 10.0%	11	%
³ 10.0% but < 11.0%	10	%
³ 11.0% but < 12.0%	9	%
³ 12.0% but < 13.0%	8	%
³ 13.0% but < 14.0%	7	%
³ 14.0% but < 15.0%	6	%
³ 15%	5	%

b. New Definitions . Each of the following definitions is hereby added to Section 1.1 in appropriate alphabetical order:

“ Second Amendment ” means the Second Amendment to Credit Agreement dated as of October 4, 2006.

“ Second Amendment Closing Date ” shall have the meaning assigned to it in Section 3 of the Second Amendment.

2.2 Section 2.5(a) . Section 2.5(a) is hereby amended by deleting the proviso at the end of the first sentence thereof so that the first sentence will read as follows:

On the date on which any Inventory Advance is made or any Letter of Credit Obligation is incurred by Lender, Borrower shall pay to Lender a

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fee (the “ Liquidation Loan Fee ”) equal to one-tenth of one percent (0.10%) of the amount of such Inventory Advance or Letter of Credit Obligation.

2.3 Schedule 4.8 . Schedule 4.8 is hereby deleted and replaced with the new version thereof attached as Exhibit A to this Second Amendment.

3. Conditions Precedent . Notwithstanding any other provision of this Second Amendment, this Second Amendment shall be of no force or effect, and Lender shall not have any obligations hereunder, until the following conditions have been satisfied (the date upon which all such conditions have been satisfied, the “ Second Amendment Closing Date ”):

3.1 Second Amendment; Satisfactory Legal Form . Lender shall have received this Second Amendment, duly executed by Borrower and Lender. All legal matters incident to the transactions contemplated by this Second Amendment shall be satisfactory to Lender and its counsel.

3.2 Certain Third Party Consents . Lender shall have received the attached Consent and Reaffirmation of Indemnity Provisions, duly executed by each Person party thereto.

3.3 No Default or Event of Default . No Default or Event of Default shall have occurred and be continuing.

4. Representations and Warranties re Credit Agreement . Borrower hereby represents and warrants that the representations and warranties contained in the Credit Agreement were true and correct in all material respects when made and, except to the extent that (a) a particular representation or warranty by its terms expressly applies only to an earlier date, or (b) Borrower has previously advised Lender in writing as contemplated under the Credit Agreement, are true and correct in all material respects as of the date hereof. Borrower hereby further represents and warrants that no event has occurred and is continuing, or would result from the transactions contemplated under this Second Amendment, that constitutes or would constitute a Default or an Event of Default.

5. Miscellaneous .

5.1 Headings . The various headings of this Second Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Second Amendment or any provisions hereof.

5.2 Counterparts . This Second Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Delivery of an executed counterpart of a signature page to this Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

5.3 Interpretation . No provision of this Second Amendment shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured, drafted or dictated such provision.

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5.4 Complete Agreement . This Second Amendment constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes any prior written or oral agreements, writings, communications or understandings of the parties with respect thereto.

5.5 Governing Law . This Second Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such State, without regard to the principles thereof regarding conflict of laws.

5.6 Effect . Upon the effectiveness of this Second Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby and each reference in the other Loan Documents to the Credit Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.

5.7 Conflict of Terms . In the event of any inconsistency between the provisions of this Second Amendment and any provision of the Credit Agreement, the terms and provisions of this Second Amendment shall govern and control.

5.8 No Novation or Waiver . Except as specifically set forth in this Second Amendment, the execution, delivery and effectiveness of this Second Amendment shall not (a) limit, impair, constitute a waiver by, or otherwise affect any right, power or remedy of, Lender under the Credit Agreement or any other Loan Document, (b) constitute a waiver of any provision in the Credit Agreement or in any of the other Loan Documents or of any Default or Event of Default that may have occurred and be continuing, or (c) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or in any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Credit Agreement as of the day and year first above written.


GREAT AMERICAN VENTURE, LLC, a California limited liability company

By:	GREAT AMERICAN GROUP, LLC, a California limited liability company, its sole Member

	By:	/s/ Andrew Gumaer

		President

GENERAL ELECTRIC CAPITAL CORPORATION

By:	/s/ Kristina W. Miller
	Kristina W. Miller
	Duly Authorized Signatory

[ADDITIONAL SIGNATURES ON THE FOLLOWING PAGE]

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CONSENT AND REAFFIRMATION OF INDEMNITY PROVISIONS

The undersigned hereby (i) acknowledges receipt of a copy of the foregoing Second Amendment to Credit Agreement dated as of October 4, 2006 (the “ Second Amendment ”), (ii) consents to all of the provisions of the Second Amendment, and (iii) acknowledges that as the sole member of Borrower it is the successor to the indemnity obligations of Garcel, Inc., a California corporation, pursuant to Section 2.10(b) of the Credit Agreement, and ratifies and reaffirms, as of the date hereof, all of the indemnity provisions set forth in Section 2.10(b) of the Credit Agreement.

SCHEDULE 4.8

CREDIT AGREEMENT

AFFILIATES OF GREAT AMERICAN

1.	Harvey Yellen, Member of Great American Group, LLC

Andrew Gumaer, Member of Great American Group, LLC

Paul Erickson, Chief Financial Officer of Great American Group, LLC

2.	Great American Group Advisory & Valuation Services, LLC (formerly known as Great American Appraisal & Valuation Services, LLC)

3.	The Pride Capital Group, LLC

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Exhibit 10.12

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of October 25, 2000, between GREAT AMERICAN VENTURE, LLC, a California limited liability company (“ Grantor ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a corporation organized under the banking laws of the State of New York (“ Lender ”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and between Grantor and Lender (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”), Lender has agreed to make Revolving Credit Advances and to incur Letter of Credit Obligations on behalf of Grantor;

WHEREAS, in order to induce Lender to enter into the Credit Agreement and the other Loan Documents and to make the Revolving Credit Advances and to incur Letter of Credit Obligations as provided for in the Credit Agreement, Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations;

2. GRANT OF LIEN .

2.1 To secure the prompt and complete payment, performance and observance of all of the Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender a security interest in and lien upon all of Grantor’s right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, Grantor (including under any trade names, styles or derivations thereof), and whether now owned or consigned by or to, or leased from or to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “ Collateral ”):

(a)

all accounts, including without limitation all rights to payment for services rendered under any Liquidation Sales Agreements;

(b)

all chattel paper;

(c)

all documents;

SECURITY AGREEMENT

(d)

all equipment;

(e)

all fixtures;

(f)

all general intangibles, including without limitation all rights arising under any Liquidation Sales Agreements and not constituting an account, but not including the name “Great American Venture”;

(g)

all goods;

(h)

all instruments;

(i)

all inventory, including without limitation any Retail Inventory;

(j)

all investment property;

(k)

all letters of credit and letter of credit rights;

(l)

all supporting obligations;

(m)

all Blocked Accounts, Disbursement Accounts and all other deposit accounts and other bank accounts and all funds on deposit therein;

(n)

all money, cash or cash equivalents of Grantor; and

(o)

to the extent not otherwise included, all proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing.

2.3 With respect to each Liquidation Sale, (a) the Liquidation Loan and all of the other Obligations of Borrower with respect to such Liquidation Sale shall constitute one general obligation of Borrower secured by all of the Collateral arising under or related to such Liquidation Sale, and (b) except with respect to any indemnification obligations of Borrower, Lender’s recourse with respect to such Liquidation Loan and other Obligations of Borrower shall be limited to such Collateral.

3. LENDER’S RIGHTS; LIMITATIONS ON LENDER’S OBLIGATIONS .

3.1 It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of the Liquidation Sales Agreements and its other contracts and each of its licenses to observe and perform all the conditions and

SECURITY AGREEMENT

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obligations to be observed and performed by it thereunder. Lender shall not have any obligation or liability under any Liquidation Sales Agreements, contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any Liquidation Sales Agreements, contract or license pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant to any Liquidation Sales Agreements, contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Liquidation Sales Agreements, contract or license, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

3.2 Subject to Section 7.3 hereof, so long as an Event of Default shall have occurred and be continuing, Lender may at any time, without prior notice to Grantor, notify account debtors, parties to any of Borrower’s Liquidation Sales Agreements or contracts, and obligors in respect of instruments and chattel paper, that the accounts and the right, title and interest of Grantor in and under such Liquidation Sales Agreements, contracts, instruments and chattel paper have been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, Grantor shall so notify account debtors, parties to Liquidation Sales Agreements and other contracts, and obligors in respect of instruments and chattel paper.

3.3 Lender may at any time in Lender’s own name or in the name of Grantor communicate with account debtors, parties to Liquidation Sales Agreements and other contracts, obligors in respect of instruments and chattel paper to verify with such Persons, to Lender’s satisfaction, the existence, amount and terms of any such accounts, Liquidation Sales Agreements, contracts, instruments or chattel paper.

4. REPRESENTATIONS AND WARRANTIES . Grantor represents and warrants that:

4.1 Grantor is the sole owner of each item of the Collateral upon which it purports to grant a Lien hereunder, and has good and marketable title thereto free and clear of any and all Liens other than Permitted Encumbrances.

4.3 This Security Agreement is effective to create a valid and continuing Lien on and, upon the filing of the appropriate financing statements listed on Schedule I hereto, a perfected Lien in favor of Lender on the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code. Such Lien is prior to all other Liens, except Permitted Encumbrances that would be prior to Liens in favor of Lender as a matter of law, and is enforceable as such as against any and all creditors of and purchasers from Grantor (other than purchasers of inventory in the ordinary course of business). All action by Grantor necessary or desirable to perfect such Lien on each item of the Collateral has been duly taken.

SECURITY AGREEMENT

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4.4 Schedule II hereto lists all investment property, instruments (other than checks received in the ordinary course of business), letters of credit and chattel paper of Grantor. All action by Grantor necessary or desirable to perfect the Lien of Lender on each item set forth on Schedule II (including the delivery of all originals thereof to Lender and the legending of all chattel paper as required by Section 5.2 hereof) has been duly taken. The Lien of Lender on the Collateral listed on Schedule II hereto is prior to all other Liens, except Permitted Encumbrances that would be prior to the Liens in favor of Lender as a matter of law, and is enforceable as such against any and all creditors of and purchasers from Grantor. Grantor shall, upon obtaining ownership of any additional investment property, instruments (other than checks received in the ordinary course of business), letters of credit or chattel paper, promptly (and in any event within three Business Days) notify Lender and deliver to Lender all such additional instruments or chattel Paper duly endorsed and all such letters of credit.

4.5 Grantor’s chief executive office, principal place of business, corporate offices, all warehouses and premises where Collateral is stored or located (other than Liquidation Sale sites), and the locations of all of its books and records concerning the Collateral are set forth on Schedule III hereto. With respect to each Liquidation Sale, the site(s) for such Liquidation Sale and the location of all Retail Inventory relating thereto will be disclosed in the Liquidation Loan Proposal for such Liquidation Sale.

4.6 Grantor does not have any interest in, or title to, any patent, trademark or copyright except as set forth in Schedule IV hereto. This Security Agreement is effective to create a valid and continuing Lien on and, upon filing of a copyright security agreement with the United States Copyright Office and filing of a patent security agreement and a trademark security agreement with the United State Patent and Trademark Office, as the case may be, perfected security interests in favor of Lender in Grantor’s patents, trademarks and copyrights and such perfected security interests are enforceable as such as against any and all creditors of and purchasers from Grantor. Upon filing of such copyright security agreement with the United States Copyright Office and filing of a patent security agreements and a trademark security agreements with the United State Patent and Trademark Office, as the case may be, and the filing of appropriate financing statements listed on Schedule I hereto, all action necessary or desirable to perfect Lender’s Lien on Grantor’s patents, trademarks or copyrights shall have been duly taken.

5. COVENANTS . Grantor covenants and agrees with Lender that from and after the date of this Security Agreement and until the Termination Date:

5.1 Further Assurances; Pledge of Instruments . At any time and from time to time, upon the written request of Lender and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Lender may reasonably request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Lender of any Liquidation Sales Agreement, license or contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document, and (iii) transferring Collateral to Lender’s possession if such Collateral consists of

SECURITY AGREEMENT

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chattel paper, instruments, letters of credit or investment property, or if a Lien on such Collateral can be perfected only by possession, or if requested by Lender. Grantor also hereby authorizes Lender to file any such financing or continuation statements to perfect or maintain a security interest in the Collateral without the signature of Grantor to the extent permitted by applicable law. Lender will provide Grantor with contemporaneous notice of any such filings. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Lender immediately upon Grantor’s receipt thereof.

5.3 Covenants Regarding Patent, Trademark and Copyright Collateral .

(a) Grantor shall notify Lender immediately if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of; or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any patent, trademark or copyright, its right to register the same, or to keep and maintain the same.

SECURITY AGREEMENT

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such patent, trademark or copyright Collateral is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, -misappropriation or dilution, and shall take such other actions as Lender shall deem appropriate under the circumstances to protect such patent, trademark or copyright Collateral.

5.4 Indemnification . In any suit, proceeding or action brought by Lender relating to any account, chattel paper, Liquidation Sales Agreements, document, general intangible, investment property or instrument for any sum owing thereunder or to enforce any provision of any account, chattel paper, Liquidation Sales Agreements, document, general intangible, investment property or instrument, Grantor will save, indemnify and keep Lender harmless from and against all expense (including reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from Grantor, except in the case of Lender, to the extent such expense, loss, or damage is attributable solely to the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. All such obligations of Grantor shall be and remain enforceable against and only against Grantor and shall not be enforceable against Lender.

5.6 Limitation on Liens on Collateral . Grantor will .not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Encumbrances, and will defend the right, title and interest of Lender in and to any of Grantor’s rights under the Collateral against the claims and demands of all Persons whomsoever.

5.7 Limitations on Disposition . Grantor will not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

5.8 Further Identification of Collateral . Grantor will, if so requested by Lender, furnish to Lender, as often as Lender requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may reasonably request, all in such detail as Lender may specify.

5.9 Notices . Grantor will advise Lender promptly, in reasonable detail, (i) of any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral, and (ii) of the occurrence of any other event which would have a material adverse effect on the aggregate value of the Collateral or-on the Liens created hereunder or under any other Loan Document.

SECURITY AGREEMENT

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6. LENDER’S APPOINTMENT AS ATTORNEY-IN-FACT .

On the Closing Date Grantor shall execute and deliver to Lender a power of attorney (the “ Power of Attorney ”) substantially in the form attached hereto as Exhibit A . The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender agrees that (a) it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing and that such exercise shall be subject to Section 7.3 hereof, and (b) Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Lender shall have no duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

7. REMEDIES; RIGHTS UPON DEFAULT .

7.1 In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Lender may exercise all rights and remedies of a secured party under the Code, subject to Section 7.3 hereof. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Lender’s claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such sales on Grantor’s premises or elsewhere and shall have the right to use Grantor’s premises without charge for such time or times as Lender deems necessary or advisable.

SECURITY AGREEMENT

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Grantor further agrees, at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall select, whether at Grantor’s premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof; to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by Lender of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Lender to collect such deficiency.

7.2 Except as otherwise specifically provided herein, Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

7.3 Notwithstanding any other provision of this Security Agreement, if a Default or an Event of Default is a payment default, a Default or an Event of Default with respect to Sections 4.20, 6.10 or 7.2 of the Credit Agreement; a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (other than a Default or an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by Grantor), then Lender may exercise the rights and remedies in this Security Agreement that are conditioned upon the occurrence or continuance of a Default or an Event of Default only with respect to such Liquidation Loan and the Collateral related thereto.

SECURITY AGREEMENT

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compensation to Grantor) to use, license or sublicense any intellectual property now owned or. hereafter acquired by Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

9. LIMITATION ON LENDER’S DUTY IN RESPECT OF COLLATERAL . Lender shall use reasonable care with respect to the Collateral in its possession or under its control. Lender shall not have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

12. SEVERABILITY . Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be-prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete understanding and agreement of Lender and Grantor with respect to the matters referred to herein and therein.

SECURITY AGREEMENT

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power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or provisions of this Security Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Lender and Grantor.

15. TERMINATION OF THIS SECURITY AGREEMENT . Subject to Section 10 hereof, this Security Agreement shall terminate upon the Termination Date.

16. SUCCESSORS AND ASSIGNS . This Security Agreement and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor (including any debtor-in-possession on behalf of Grantor) and shall, together with the rights and remedies of Lender hereunder, inure to the benefit of Lender, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to Lender hereunder. Grantor may not assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Security Agreement.

17. COUNTERPARTS . This Security Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement.

18. GOVERNING LAW . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS • MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR AND LENDER PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,

SECURITY AGREEMENT

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PROVIDED , THAT LENDER AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF LOS ANGELES COUNTY, CALIFORNIA, AND, PROVIDED , FURTHER , NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GRANTOR AT THE ADDRESS SET FORTH ON ANNEX H TO THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

19. WAIVER OF JURY TRIAL . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LENDER AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

21. NO STRICT CONSTRUCTION . The parties hereto have participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Security Agreement.

SECURITY AGREEMENT

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[SIGNATURE PAGE FOLLOWS)

SECURITY AGREEMENT

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IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


GREAT AMERICAN VENTURE, LLC,
a California limited liability company

By:	Garcel, Inc., a California corporation
Its:	Manager

	By:	/s/ Gary Mintz
		Gary Mintz
		Chairman of the Board of Directors


GENERAL ELECTRIC CAPITAL CORPORATION

By:		/s/ Robert S. Yasuda
Name:		Robert S. Yasuda
		Duly Authorized Signatory

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Exhibit 10.13

SUBORDINATED UNSECURED PROMISSORY NOTE


[ ]		New York, New York

July 31, 2009

FOR VALUE RECEIVED, Great American Group, Inc. (“ Maker ”), promises to pay to [ ] (the “ Payee ”), the principal sum of [ ] ($[ ]), together with interest from the date of this Note on the unpaid principal balance at a rate equal to twelve percent (12%) per annum. One-fifth ( ¹ / 5 th) of the principal amount of this Subordinated Unsecured Promissory Note (this “ Note ”), together with accrued and unpaid interest, shall be payable on each anniversary of the date of this Note, commencing with the first anniversary of the date of this Note and ending on the fifth (5 ^th ) anniversary of the date hereof (the “ Maturity Date ”). Interest shall be payable quarterly, in arrears, on each January 31st, April 30th, July 31st, and October 31st of each year, commencing on October 31, 2009. To the fullest extent permitted by applicable law, any principal and/or interest not paid when due shall bear interest (commencing on the date such principal and/or interest became so due) at the Default Rate until paid in full. “ Default Rate ” shall mean the lesser of fifteen percent (15.0%) per annum or the maximum rate permitted by applicable law. Pursuant to the terms of the Acknowledgments executed by each of Payee and Other Payees (as defined below), this Note, together with the other promissory notes issued by Maker contemporaneously herewith to [ ] (collectively, the “ Other Payees ”) supersedes and replaces in its entirety that certain Subordinated Unsecured Promissory Note dated as of July 31, 2009 by Maker for the benefit of Payee and the Other Payees.

1. The principal amount of this Note is being issued pursuant to Section 1.1(a)(ii) of that certain Agreement and Plan of Reorganization by and among Alternative Asset Management Acquisition Corp., Maker, AAMAC Merger Sub, Inc., Great American Group, LLC, the members of Great American Group, LLC and the Member Representative, dated May 14, 2009, and as amended by Amendment No.1, dated May 29, 2009, Amendment No. 2, dated July 8, 2009, and Amendment No. 3, dated July 28, 2009) (the “ Purchase Agreement ”). All capitalized terms not defined herein shall have the meaning ascribed to it in the Purchase Agreement.

2. Subject to the Subordination Provisions, as hereafter defined, this Note may be prepaid in whole or in part at any time prior to the Maturity Date by Maker without penalty. Any and all such prepayments shall be applied first to any unpaid fees, costs and expenses under this Note, then to accrued interest to the date of the prepayment on the amount prepaid and then to unpaid principal. Time is of the essence of this Note. To the fullest extent permitted by applicable law, Maker, for itself and its legal representatives, successors and assigns, expressly waives demand, presentment, protest notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. No delay or failure on the part of Payee in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Payee of any right or remedy

preclude any other right or remedy. If any payment under this Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest in connection with such payment.

3. Notwithstanding anything to the contrary in the foregoing, (i) if Maker has received a written demand for payment from Wells Fargo Retail Finance, LLC (“ Wells Fargo ”) under that certain First Amended and Restated Guaranty, dated August , 2009, by and among Wells Fargo, Maker, and Great American Group, LLC (“GAG LLC”), so long as such written demand for payment has not been withdrawn by Wells Fargo, or (ii) if a bankruptcy proceeding or assignment for the benefit of creditors is commenced with respect to Maker, GAG LLC, or Great American Group WF, LLC (“ Borrower ”), or any other action or proceeding is commenced by or against Maker, GAG LLC, or Borrower for any relief under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions (each, an “ Insolvency Proceeding ”), so long as such Insolvency Proceeding continues to be maintained with respect to Maker, GAG LLC, or Borrower, as applicable (such period referred to herein as the “ Blockage Period ”), Maker shall not be entitled to make, and Payee shall not be entitled to accept and retain, payments in respect of the indebtedness evidenced by this Note, until the time when all indebtedness of the Borrower to Wells Fargo evidenced by that certain Credit Agreement, dated October 21, 2008, by and between Borrower and Wells Fargo (as hereafter amended or amended and restated, the “ Credit Agreement ”), whether for principal, interest (including, without limitation, interest that but for the filing of a case in bankruptcy with respect to Borrower would accrue on such indebtedness), fees, expenses or otherwise, whether now existing or hereafter incurred or created between Borrower and Wells Fargo, and whether incurred by Borrower as principal, acceptor, surety, indorser, guarantor, accommodation party or otherwise (all such indebtedness and other obligations being hereinafter called the “ Senior Obligations ”) shall have been paid in full (excluding any and all continuing indemnification and tax obligations) in immediately available funds to Wells Fargo, all letters of credit issued by Wells Fargo (or an affiliate thereof) for the account of Borrower under the Credit Agreement shall have been terminated or cash collateralized in form and substance satisfactory to Wells Fargo, and the Credit Agreement (other than the provisions thereof which expressly by their terms survive termination) shall have been terminated (the “ Senior Obligations Termination Date ”).

4. So long as a Blockage Period has been commenced and is continuing, Payee will not ask, demand or sue for, any portion of the indebtedness evidenced by this Note, until the earliest to occur of (a) the acceleration of the Senior Obligations, (b) the commencement of an Insolvency Proceeding, and (c) the Senior Obligations Termination Date.

5. Payee shall hold any money and/or other property received by Payee from Maker during any Blockage Period in trust for Wells Fargo and promptly after receipt, deliver such money and other property to Wells Fargo according to Wells Fargo’s instructions until the Senior Obligations Termination Date. If any such money or other property is received by Payee for application to this Note during the Blockage Period and

held in trust for Wells Fargo, such money or other property shall first be used to satisfy the Senior Obligations until paid in full, and second, ratably, to satisfy the obligations under this Note and the notes issued by Maker to Other Payees as of the date hereof. All such money or other property that is so delivered to Wells Fargo during a Blockage Period for application to the Senior Obligations shall be deemed to have been paid directly to Wells Fargo and shall not constitute a payment in respect of the indebtedness evidenced by this Note.

6. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets or securities of Maker or the proceeds thereof, to creditors of Maker, in connection with an Insolvency Proceeding with respect to Maker or Borrower, then and in any such event any payment or distribution of any kind or character either in cash, securities or other property, which shall be payable or deliverable upon or with respect to this Note shall be paid or delivered directly to Wells Fargo for application to payment of the Senior Obligations in such order as Wells Fargo may elect, until the Senior Obligations Termination Date has occurred.

7. No payment or distribution by Payee to Wells Fargo pursuant to the subordination provisions of this Note shall entitle Payee to exercise any right of subrogation in respect thereof until the Senior Obligations Termination Date.

8. The Subordination Provisions hereof shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any agreement or instrument evidencing or relating to the Senior Obligations; (ii) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Senior Obligations, or any other extension, renewal, amendment, waiver, refinancing or restructuring of, or any consent to any departure from, any of the Senior Obligations or any agreement or instrument evidencing or relating to the Senior Obligations; (iii) any sale, release, exchange or non-perfection of any or all of the Senior Obligations or any security therefor; and (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Maker, GAG LLC, or the Borrower. The Subordination Provisions shall remain in full force and effect until the earlier of the occurrence of the Senior Obligations Termination or the repayment in full of the indebtedness evidenced by this Note. The Subordination Provisions shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Obligations is rescinded or must otherwise be returned in whole or in part by Wells Fargo upon the insolvency, bankruptcy or reorganization or other similar proceeding instituted by or against Maker, GAG LLC, or Borrower and the indebtedness evidenced by this Note remain outstanding, all as though such payment had not been made.

9. This Note shall be governed by the laws of the State of New York without giving effect to the principles of conflicts of law (except Sections 5-1401 and 5-1402 of the New York General Obligations Law). Any judicial proceeding brought against Maker with respect to this Note may be brought in any court of competent jurisdiction in the State of New York. Maker agrees to pay the cost of such court proceeding and the entering of such judgment. Maker hereby consents to the jurisdiction of any federal or state court situated in New York, New York, over any litigation arising with respect to this Note. In the event of any litigation with respect to the obligations evidenced by this Note, Maker waives the right to a trial by jury, all rights of setoff and rights to interpose permissive counterclaims and cross claims.

10. Payee hereby agrees that he will not at any time sell, transfer, assign, pledge or hypothecate (any such transaction, a “ Transfer ”) all or any part of this Note; provided, however, that Payee shall be permitted to Transfer all or any part of this Note to any of the following individuals and entities: (a) to Payee’s descendants or spouse, or to trusts for the benefit of such individuals, where Payee shall become the trustee or, with Payee’s spouse, the co-trustee of such trust; (b) to an entity that is wholly owned by Payee (or by Payee and one or more of the individuals referred to in the preceding clause (a)); or (c) in the event of the death of Payee, to Payee’s (i) personal representatives (in their capacities as such), (ii) estate and/or (iii) named beneficiaries. [ FOR GUMAER AND YELLEN NOTES ONLY : Payee shall also be permitted to pledge his interests under this Note to secure obligations of Payee to Credit Suisse First Boston Next Fund Inc.] Any permitted transferee of this Note shall be bound by the terms and conditions of this Note, including the Subordination Provisions, to the same extent as Payee.

11. The Subordination Provisions are for the purpose of defining the relative rights of the holders of the Senior Obligations, on the one hand, and Payee, on the other hand, and, subject only to the Subordination Provisions, nothing herein shall impair, as between Maker and Payee, the obligation of Maker under this Note, which is unconditional and absolute, to pay to Payee the principal hereof, interest thereon and all other indebtedness evidenced by this Note in accordance with the terms hereof, nor shall anything herein prevent Payee to from exercising any remedies otherwise permitted by applicable law or hereunder upon default hereunder,.

12. This Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by Maker and Payee; provided, however, that Sections 3, 4, 5, 6 7, and 8 (such sections of this Note being referred to herein as the “ Subordination Provisions ”) may not be changed, modified or terminated without the written consent of Wells Fargo.

13. This Note shall be binding upon Maker and the successors and assigns of Maker and inure to the benefit of the Payee and the Payee’s successors and assigns. If any term of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. Wells Fargo is an express third party beneficiary of the Subordination Provision, and shall have the right to enforce solely the Subordination Provisions in accordance with the terms thereof . No delay, failure or omission by the Payee or any subsequent holder in respect of the exercise of any right or remedy granted hereunder or allowed by law to the Payee or other holder shall constitute a waiver of the right to exercise the same at any future time or in the same or other circumstances.

[SIGNATURE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the date first written above.


GREAT AMERICAN GROUP, INC.

By:
Name:
Title:

Exhibit 10.25

AMENDMENT AGREEMENT AND RELEASE

Great American Group, LLC (the “ Company ”) and I, , are as of May , 2009, hereby entering into this Amendment Agreement and Release (this “ Agreement ”). All references herein to “I,” “you,” “me,” and words of similar import shall mean the undersigned participant in the Plan (as defined below).

WHEREAS, I am a participant in, and my participation is subject to, the terms and conditions of, the Great American Group, LLC Phantom Equity Plan (f/k/a the Pride Capital Group, LLC Phantom Stock Plan) (the “ Plan ”).

WHEREAS , the Company and its principals are in the process of negotiating a sale of all of the membership interests of the Company (the “ Sale ”) to a third party (the “ Acquiror ”) upon the terms and conditions set forth in that certain Agreement and Plan of Reorganization, the form of which is attached hereto as Exhibit A (the “ Merger Agreement ”);

WHEREAS, if the Company were to consummate the Sale in the absence of this Agreement, I could be entitled to receive those payments and benefits described in Section (b) hereto.

WHEREAS , the Company’s principals are unwilling to enter into the Sale unless I agree to the reduction of my Plan benefits as described in this Agreement; and

WHEREAS, due to the pending Sale, the Company is offering me the Sale Payments (as defined below) in the amounts and on the dates as described herein, such Sale Payments to be made in lieu of, and in payment in full with respect to, any and all payments and other benefits that I would otherwise have been entitled to pursuant to the Plan.

NOW THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements set forth herein, the Company and I agree as follows:

(a) Purpose : This Agreement shall become effective, contingent on the consummation of the Sale, immediately prior to the consummation of the Sale (the “ Effective Time ”). If the Sale does not occur on or prior to August 1, 2009, the covenants and agreements contained herein will become immediately null and void and the Company and I shall treat the Plan as though this Agreement had never existed.

(b) Sale Payment : The Company and I agree, understand and acknowledge that pursuant to the Plan, upon a “Sale of the Company” (as defined in the Plan), to the extent that I am a participant in the Plan, I would be entitled to certain payments, rights and benefits. The Company and I agree, understand and acknowledge that the Sale would constitute a “Sale of the Company” (as defined in the Plan). I agree, understand and acknowledge that, absent this Agreement, pursuant to the Sale and as a result of my participation in the Plan, I would be entitled to approximately a % interest in the total consideration received by the equity holders of the Company equal to a pre-tax consideration amount of $ million of cash, $ million of the Contingency Cash Payment (as defined in the Merger Agreement), shares of common stock of the


		Initialed
		Employee
		Company

Acquiror (or an affiliate thereof) and shares of the Contingency Stock Payment (as defined in the Merger Agreement) (collectively, with any other payment, right and benefit, including any payments that might otherwise become due and owing under the Plan upon a Separation from Service (as defined in the Plan), that I would be entitled to under the Plan, the “ Released Payment ”). I hereby agree, understand and acknowledge that upon the consummation of the Sale in lieu of any benefits or payment provided for under the Plan, including without limitation, the Released Payment, the sole payment that the Company (or any other person or entity) shall thereafter owe me with respect to the Plan, shall be those amounts owed to me (as a Phantom Equity Holder or Contribution Consideration Recipient (each such capitalized term as defined in the Merger Agreement)) pursuant to the Merger Agreement and the Flow of Funds Memo (as defined in the Merger Agreement) which will be consistent with the Discussion Materials (collectively, the “ Sale Payments ”). The Sale Payments shall be made according to the terms of the Merger Agreement, including the payment, restriction, vesting, and divesting conditions as set forth therein and as described in the Discussion Materials, attached hereto as Exhibit B (the “ Discussion Materials ”). No changes shall be made to the Merger Agreement (or ancillary documents related thereto), Flow of Funds Memo or Discussion Materials, that adversely affect the Sale Payments to be received by me or my registration rights with respect thereto. The Company will withhold taxes and report the Sale Payments to tax authorities as it determines it is required to do. The Company shall withhold tax with respect to the securities comprising the Sale Payments by withholding a number of securities comprising the Sale Payments sufficient to cover the withheld tax liability. The Sale Payments will not be taken into account in determining my rights or benefits under any other program.

(c) Benefit Programs : As of the Effective Time, I shall have no rights under the Plan except with respect to the Sale Payments. I hereby waive future coverage under the Plan at and after the Effective Time.

(d) Release : Contingent upon the consummation of the Sale, in consideration of the Sale Payments and in order to induce the Company’s principals to agree to the Sale, I hereby release all known and unknown claims that I have against the Company and its successors and assigns, and current or former owners, parents, subsidiaries, and affiliates, of the Company and its successors and assigns, and current or former employees or agents of the Company and its successors and assigns, and any related parties thereto (the “ Released Parties ”) under or in connection with the Plan, including without limitation, the Released Payment and my election made under this Agreement (such release, the “ Release ”).

(e) The Release includes a waiver of all rights under Section 1542 of the Civil Code of California, and any analogous or similar provision applicable under state or local statutes, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


		Initialed
		Employee
		Company

(f) Promise Not to Litigate Released Claims : I promise never to pursue any claim that I have released by signing this Agreement, whether by means of a lawsuit, arbitration, or otherwise and whether as a named plaintiff, class member or otherwise. I will promptly dismiss or withdraw from any such action that is currently pending.

(g) Arbitration of Disputes : The Company and I agree to resolve any disputes we may have with each other arising out of or related to this Agreement (including the Discussion Materials, Merger Agreement and ancillary documents related thereto to which I am a party or to which I am otherwise bound) through final and binding arbitration. For example, I am agreeing to arbitrate any dispute about the validity of this Agreement. I also agree to resolve through final and binding arbitration any disputes arising out of or related to this Agreement (including the Discussion Materials, Merger Agreement and ancillary documents related thereto to which I am a party or to which I am otherwise bound) that I have with any other Released Party who elects to arbitrate such disputes under this section. Arbitrations shall be conducted by JAMS in accordance with its employment dispute resolution rules. This agreement to arbitrate does not apply to government agency proceedings. The prevailing party in any arbitration shall be entitled to recovery of attorneys’ fees and costs. By agreeing to this Agreement, I understand that I am waiving my right to a jury trial.

(h) Governing Law, Assignment and Counterparts : This Agreement shall be governed by Federal law and internal laws of the State of California without respect to its conflict of laws principles. The terms of this Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. No party may assign its rights, duties or obligations under this Agreement without the prior written consent of the other party hereto. This Agreement may be executed in counterparts (including by facsimile or similar means of electronic transmission), and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument.

(i) Representations & Promises : I acknowledge and agree that:

(i) The Sale Payments are the only payment or benefit that I will receive pursuant to the Plan. I will not seek any other benefits or payments under the Plan, including without limitation, the Released Payment. This agreement constitutes the entire agreement relating to my rights under the Plan.

(ii) When I decided to sign this Agreement, I was not relying on any representations that were not in this Agreement.

(iii) This Agreement is not an admission of wrongdoing by the Company or any other Released Party.

(iv) I have consulted with my own tax, legal, and financial advisors (at my own cost) with respect to this Agreement to the extent I desired to do so.

(v) I intentionally am releasing claims that I do not know I might have and that, with hindsight, I might regret having released.


		Initialed
		Employee
		Company

(vi) I have carefully read this Agreement with counsel, I fully understand what it means, I am entering into it knowingly and voluntarily, and all my representations in it are true . The Company would not have signed this Agreement but for my promises and representations.

(vii) I have carefully read the Merger Agreement with counsel, I fully understand what it means, and I hereby agree to be bound by the terms, conditions and obligations thereunder to the extent that they apply to me (as a Phantom Equity Holder or Contribution Consideration Recipient) or the Sale Payments (or any portion thereof) and hereby covenant to abide by any promises made thereunder by or on behalf of me (as a Phantom Equity Holder or Contribution Consideration Recipient). I agree to keep all information contained in the Merger Agreement (as well as the existence of the Merger Agreement and transactions contemplated thereby) strictly confidential (except for disclosure to legal counsel) until and unless such information is made publicly available by the Company.

(viii) I have carefully read the Discussion Materials with counsel and I fully understand what it means. I agree to keep all information contained in the Discussion Materials (as well as the existence of the Discussion Materials and transactions contemplated thereby) strictly confidential (except for disclosure to legal counsel). I understand and agree that the Discussion Materials does not purport to be a complete description of the transactions set forth in the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement. I understand and agree that to the extent that there is any discrepancy or conflict between the Discussion Materials and the Merger Agreement, including, without limitation, with respect to any descriptions of any terms, conditions or obligations that apply to me (as a Phantom Equity Holder, Contribution Consideration Recipient or otherwise) or the Sale Payments (or any portion thereof), or any promises made by or on behalf of me (as a Phantom Equity Holder, Contribution Consideration Recipient or otherwise), the Merger Agreement shall control.

(j) No Further Obligations . Upon the Effective Time, and deemed to be effective immediately prior to the Effective Time, contingent on consummation of the Sale, the Company and I each understand, agree and acknowledge that (i) the Plan shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination of the Plan, such provisions to continue in full force and effect in accordance with their terms; (ii) other than the Sale Payments, all outstanding payments and benefits and other obligations, including without limitation, the Released Payment, shall be forgiven and deemed to be satisfied in full and irrevocably discharged, terminated and released; and (iii) neither party hereto shall have any further obligations under the Plan except as otherwise described in this Agreement. The parties waive any requirements stated in the Plan relating to termination or waiver that are inconsistent with the terms of this Agreement. In particular, the parties agree that this Agreement constitutes an amendment of the Plan that adversely affects my rights under the Plan and I hereby consent to such amendment.

(k) I hereby agree that Andrew Gumaer be appointed as the Member Representative (as defined in the Merger Agreement), as the attorney-in-fact for and on


		Initialed
		Employee
		Company

behalf of me, to take those actions and have such powers with respect to me and the Sale Payments as described in the Merger Agreement. I hereby release the Member Representative from liability with respective to the Member Representative’s carrying out his duties pursuant to the Merger Agreement, other than in the event of gross negligence or willful misconduct on the part of the Member Representative. This Section (k) shall survive the termination of this Agreement, and the resignation or removal of the Member Representative.

(l) Additional Representations & Promises . I understand and agree that the securities comprising the Sale Payments have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and that accordingly they will not be fully transferable except as permitted under various exemptions contained in the Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. I acknowledge that I must bear the economic risk of the investment in the securities comprising the Sale Payments for an indefinite period of time. I understand and agree that the certificates representing the securities comprising the Sale Payments will bear any legend required under any applicable securities law. These representations in no way release the Company from its obligations under that certain Registration Rights Agreement covering the securities comprising the Sale Payments. I hereby represent and warrant to the Company that:

(i) I am acquiring the securities comprising the Sale Payments for investment purposes only, for my own account, and not as nominee or agent for any other person, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.

(ii) I am an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

(iii) No person engaged by me has, or will have, any right or claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity in connection with my acquisition of the securities comprising the Sale Payments.

(iv) I shall give prior written notice to the Company with respect to any proposed transfer by me of any securities comprising the Sale Payments unless there is in effect a registration statement under the Securities Act covering such proposed transfer or unless the securities may freely be resold under Rule 144 under the Securities Act. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail as reasonably determined by the Company. To the extent that a legal opinion is required by the Company or its transfer agent in connection with such sale, and the notice described in the immediately preceding sentence is reasonably acceptable to the Company, the Company, at its expense will obtain such opinion.


		Initialed
		Employee
		Company

YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT.

BEFORE SIGNING (AND INITIALING EACH PAGE OF) THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).

BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.

CHECK ONE OF THE FOLLOWING BOXES:

¨ I hereby certify under penalty of perjury that I am not married as of the date I signed this election and I agree to indemnify and hold the Released Parties harmless for any costs or liability they incur with respect to any claim relating to the Plan brought by anyone claiming to be my spouse.

¨ I hereby acknowledge that I am married as of the date I signed this election and understand that this election will not take effect unless my spouse signs the Spousal Consent attached hereto.

[Signature Page to Amendment Agreement and Release]

SPOUSAL CONSENT

I, , hereby certify under penalty of perjury that I am the lawful spouse of and that I consent to my spouse’s election to receive the Sale Payments in lieu of any other rights or benefits my spouse or I might have under or with respect to the Plan. All capitalized, undefined terms in this Spousal Consent shall have those meanings ascribed to them in the Agreement dated on or about the date hereof between Great American Group, LLC and my spouse.

In consideration for my spouse receiving the Sale Payments, I hereby release all known and unknown claims that I have against any of the Released Parties under or in connection with the Plan, including without limitation, the Released Payment, and my spouse’s election made under the Agreement. However, this release does not release any claims that the law does not permit me to release. I acknowledge that I have not relied on any statements by any of the Released Parties in making this election. I hereby waive any and all rights under Section 1542 of the Civil Code of California, and any analogous or similar provision applicable under state or local statutes, which provides as follows:

I have consulted with my own tax, legal, and financial advisors (at my own cost) to the extent I desired to do so.



Spouse Name				Date

[Signature Page to Spousal Consent]

Exhibit 10.26

ACKNOWLEDGEMENT AND AMENDMENT

The undersigned, , hereby acknowledges and confirms that he has reviewed with counsel that certain Amendment No. 3 to Agreement and Plan of Reorganization, dated July 28, 2009, by and among Alternative Asset Management Acquisition Corp., a Delaware corporation, Great American Group, Inc., a Delaware corporation, AAMAC Merger Sub, Inc., a Delaware corporation, on the one hand, and Great American Group, LLC, a California limited liability company (the “ Company ”), Andrew Gumaer, in his capacity as a Member and as the Member Representative, and Harvey Yellen, in his capacity as a Member, on the other hand, the form of which is attached hereto as Exhibit A (the “ Amendment ”).

The undersigned hereby acknowledges and agrees that all references in that certain Amendment Agreement and Release, dated on or about May 13, 2009, between the undersigned and the Company (the “Release”), to “Merger Agreement,” “therein,” or terms of like import, referring to the Merger Agreement or any portion thereof are hereby amended to refer to the Merger Agreement as amended by the Amendment (and any previous amendment(s) thereto).

The undersigned hereby acknowledges and agrees that the modifications contained in the Amendment modify the third sentence of Section (b) of the Release as well as the Discussion Materials attached as Exhibit B to the Release and therefore the undersigned hereby acknowledges and agrees that:

the third sentence of Section (b) of the Release is hereby amended and restated to read as follows in its entirety:

“I agree, understand and acknowledge that, absent this Agreement, pursuant to the Sale and as a result of my participation in the Plan, I would be entitled to approximately a % interest in the total consideration received by the equity holders of the Company equal to a pre-tax consideration amount of $ million in the form of a promissory note, shares of common stock of the Acquiror (or an affiliate thereof) and shares of the Contingency Stock Payment (as defined in the Merger Agreement) (collectively, with any other payment, right and benefit, including any payments that might otherwise become due and owing under the Plan upon a Separation from Service (as defined in the Plan), that I would be entitled to under the Plan, the “ Released Payment ”)”; and

all references in the Release to the “Discussion Materials” or “ Exhibit B ” or terms of like import, referring to the Discussion Materials or any portion thereof are hereby amended to refer to the Second Amended Discussion Materials dated as of July 29, 2009 attached hereto as Exhibit B .

Date: July , 2009


By:
		[Name]

Exhibit 10.27

GREAT AMERICAN GROUP, INC.

Amended and Restated 2009 Stock Incentive Plan

(formerly Alternative Asset Management Acquisition Corp.

2009 Stock Incentive Plan)

Plan Document

1. Establishment, Purpose, and Types of Awards . Great American Group, Inc. (the “ Company ”) hereby establishes this equity-based incentive compensation plan (originally established by Alternative Asset Management Acquisition Corp.) to be known as the “Great American Group, Inc. Amended and Restated 2009 Stock Incentive Plan” (hereinafter referred to as the “ Plan ”), for the following purposes: (a) to enhance the Company’s ability to attract highly qualified personnel; (b) to strengthen its retention capabilities; (c) to enhance the long-term performance and competitiveness of the Company; and (d) to align the interests of Participants with those of the Company’s shareholders.

(a) Effective Date . This Plan shall become effective upon the date adopted by the Board of Directors of the Company; provided that no Awards shall be granted hereunder until the Plan has been approved by a vote of a majority of the votes cast at a duly held meeting of the Company’s shareholders (or by such other shareholder vote that the Committee determines to be sufficient for the issuance of Shares and Awards according to the Company’s governing documents and Applicable Law).

(b) Awards . The Plan permits the granting of the following types of Awards according to the Sections of the Plan listed here:


Section 5		Stock Options
Section 6		Share Appreciation Rights (SARs)
Section 7		Restricted Shares, Restricted Share Units (RSUs), and Unrestricted Shares
Section 8		Deferred Share Units (DSUs)
Section 9		Performance Awards

(d) Effect on Other Plans, Awards, and Arrangements . This Plan is not intended to affect and shall not affect any stock options, equity-based compensation, or other benefits that the Company or its Affiliates may have provided, or may separately provide in the future, pursuant to any agreement, plan, or program that is independent of this Plan. Notwithstanding the foregoing, effective upon shareholder approval of this Plan, no further awards shall be granted under the Pride Capital Group, LLC Phantom Stock Plan.

2. Defined Terms . Terms in the Plan and any Appendix that begin with an initial capital letter have the defined meaning set forth in Appendix I , unless the context indicates a different meaning.

3. Shares Subject to the Plan . Subject to adjustment pursuant to Section 13 below, a total of 7,822,000 Shares shall be available for issuance under the Plan. The Shares deliverable pursuant to Awards shall be authorized, but unissued Shares, or Shares that the Company otherwise holds in treasury or in trust. Any Shares subject to an Award that is settled in cash rather than in Shares, or subject to an Award that expires or is forfeited, cancelled or otherwise terminated without the issuance of some or all of the Shares subject to the Award will again be available for future Awards to the extent of such cash settlement, or non-issuance due to expiration, forfeiture, cancellation or termination. In addition, previously issued Shares that are not related to a particular Award (e.g., Shares already owned by a Participant) and Shares subject to an Award that are tendered or withheld by the Company in payment of all or part of the exercise price of such Award or in satisfaction of applicable Withholding Taxes shall be added to the number of Shares available for issuance under the Plan. Further, and to the extent permitted under Applicable Laws: (i) the maximum number of Shares available for delivery under the Plan shall not be reduced by any Shares issued under the Plan through the settlement, assumption, or substitution of outstanding awards or obligations to grant future awards in connection with the acquisition by the Company (or an Affiliate of the Company) of another entity; and (ii) the maximum number of Shares available for delivery under the Plan shall be increased by the number of shares available for issuance under any shareholder approved plan of an entity acquired by the Company or an Affiliate of the Company (as such number has been equitably adjusted by the Committee to give effect to the acquisition).

4. Eligibility .

(a) General Rule . Awards may only be made to Eligible Persons (as determined for each Award on its Grant Date). Each Award shall be evidenced by an Award Agreement that sets forth its Grant Date and all other terms and conditions of the Award, that is signed on behalf of the Company (or delivered by an authorized agent through an electronic medium), and that, if required by the Committee, is signed by the Eligible Person as an acceptance of the Award. The grant of an Award shall not obligate the Company or any Affiliate to continue the employment or service of any Eligible Person, or to provide any future Awards or other remuneration at any time thereafter.

(b) Limits on Individual Awards . During any period of three calendar years, no Participant may receive Options and SARs under the Plan that relate to more than 10% of the total number of Shares reserved for Awards under Section 3 above as of the first day of such three-year period, subject to adjustment pursuant to Section 13 below.

(c) Replacement Awards . Subject to Applicable Laws (including any associated shareholder approval requirements), the Committee may, in its sole discretion and upon such terms as it deems appropriate, require as a condition for granting an Award that an Eligible Person surrender for cancellation some or all Awards that have previously been granted under this Plan or otherwise. An Award conditioned upon such surrender may or may not be the same type of Award, may cover the same (or a lesser or greater) number of Shares as such surrendered Award, may have other terms that are determined without regard to the terms or conditions of such surrendered Award, and may contain any other terms that the Committee deems appropriate. Except in connection with a Change in Control, Options or SARs with a per Share exercise price (as adjusted pursuant to Section 13 below) higher than Fair Market Value may not be cancelled under this Section 4(c) without the approval of the Company’s shareholders.

5. Stock Options .

(a) Grants. The Committee may grant Options to Eligible Persons pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan, and that may include vesting or other requirements for the right to exercise the Option; provided that –

(i) the exercise price for Shares subject to purchase through exercise of an Option shall not be less than 100% of the Fair Market Value of the underlying Shares on the Grant Date; and

(ii) no Option shall be exercisable for a term ending more than ten years after its Grant Date.

(b) Method of Exercise . Subject to Section 14 below, Options may be exercised by the Participant (or his guardian or personal representative) giving notice to the Company pursuant to procedures established by the Company for the exercise of Options. Such notice shall state the number of Shares the Participant has elected to purchase under the Option and the method by which the exercise price and any applicable Withholding Taxes will be paid. The exercise price and Withholding Taxes may be paid in cash or check payable to the Company (in U.S. dollars), or to the extent that the Committee or the terms of an Award Agreement expressly permit, all or any part of the exercise price or Withholding Taxes may be satisfied –

(i) by delivery or attestation of Shares (valued at their Fair Market Value) that are subject to the Option being exercised or that the Participant already owns;

(ii) by delivery of a properly executed exercise notice with irrevocable instructions to a broker to deliver to the Company the amount necessary to pay the exercise price or Withholding Taxes from the sale or proceeds of a loan from the broker with respect to the sale of Shares or a broker loan secured by Shares; or

(iii) by a combination of (i) and (ii).

An Award Agreement for an Option may provide that, if, on the date upon which such Option or any portion thereof is to expire, Fair Market Value exceeds the per Share exercise price of such Option and if such Option or portion thereof that will expire is otherwise exercisable, the Option shall be automatically exercised by delivery or attestation of Shares that are subject to such Option in satisfaction of the exercise price and any applicable Withholding Taxes.

(c) Exercise of an Unvested Option . The Committee in its sole discretion may allow a Participant to exercise an unvested Option, in which case the Shares then issued shall be Restricted Shares having analogous vesting restrictions to the unvested Option.

(d) Termination of Continuous Service . The Committee may establish and set forth in the applicable Award Agreement the terms and conditions on which an Option shall remain exercisable following termination of a Participant’s Continuous Service. Except to the extent an Award Agreement specifically provides otherwise, an Option shall be exercisable, only to the extent the Participant was entitled to exercise such Option at the date of terminating Continuous Service, only until the “Option Termination Date” determined pursuant to the following table:


Reason for terminating Continuous Service		Option Termination Date

(i) By the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts.		Termination of the Participant’s Continuous Service, or when Cause first existed if earlier.

(ii) Disability of the Participant.		Within one year after termination of the Participant’s Continuous Service.

(iii) Retirement of the Participant after age 60 with 5 years or more of Continuous Service.		Within six months after termination of the Participant’s Continuous Service.

(iv) Death of the Participant during Continuous Service or within 90 days thereafter.		Within one year after termination of the Participant’s Continuous Service.

(v) Other than due to Cause or the Participant’s Disability, Retirement, or Death.		Within 90 days after termination of the Participant’s Continuous Service.

Notwithstanding the foregoing, in no event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement. To the extent that a Participant is not entitled to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Award Agreement or above (as applicable), the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan and become available for future Awards.

(e) Buyout . If a Participant so elects, the Committee may cancel an Option in exchange for a payment to a Participant in cash, cash equivalents, new Awards, or Shares, at such time and on such terms and conditions as the Committee shall have established and communicated to the Participant; provided, however, that, except in connection with a Change in Control, the per Share exercise price of any Option cancelled pursuant to this Section 5(e) (as adjusted pursuant to Section 13 below) shall not be greater than the Fair Market Value of a Share on such date unless the terms of the cancellation of such Option are approved by the shareholders of the Company. In addition, but subject to Section 4(c) above and to any shareholder approval requirement of Applicable Law, if the Fair Market Value for Shares subject to an Option is more than 33% below their exercise price for more than 30 consecutive business days, the Committee may unilaterally terminate and cancel the Option by providing each affected Participant with either cash or a new Award that has (i) a value equal to that of the vested portion of the Option being cancelled (with value being uniformly determined as of the buyout date in accordance with the methodology that the Company generally uses for financial accounting purposes for its Awards), (ii) vesting terms not less favorable to the Participant than the Option being cancelled, and (iii) any other terms and conditions that the Committee may set forth in the Award Agreement for the new Award; subject, except in connection with a Change in Control, to shareholder approval of any Awards or program involving the cancellation of Options in exchange for Option grants having a lower exercise price.

(f) Special ISO Provisions . The following provisions shall control any grants of Options that are denominated as ISOs.

(i) Grants of ISOs . The Committee may grant ISOs only to Employees (including officers who are Employees) of the Company or an Affiliate that is a “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code. Each Option that is intended to be an ISO must be designated in the Award Agreement as an ISO, provided that any Option designated as an ISO will be a Non-ISO to the extent the Option fails to meet the requirements of Code Section 422. In the case of an ISO, the Committee shall determine the acceptable methods of payment on the Date of Grant and it shall be included in the applicable Award Agreement.

(ii) Maximum Limit . The number of Shares that are available for ISO Awards not exceed 5,000,000 Shares (as adjusted pursuant to Section 13 of the Plan), and shall be determined, to the extent required under the Code, by reducing the number of Shares designated in Section 3 of the Plan by the number of Shares issued pursuant to Awards, provided that any Shares that are subject to Awards issued under the Plan and forfeited back to the Plan before an issuance of Shares shall be available for issuance pursuant to future ISO Awards.

(iii) $100,000 Limit . To the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as ISOs first become exercisable by a Participant in any calendar year (under this Plan and any other plan of the Company or any Affiliate) exceeds U.S. $100,000, such excess Options shall be treated as Non-ISOs. For purposes of determining whether the U.S. $100,000 limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall be determined as of the Grant Date. In reducing the number of Options treated as ISOs to meet the U.S. $100,000 limit, the most recently granted Options shall be reduced first. In the event that Section 422 of the Code is amended to alter the limitation set forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.

(iv) Grants to 10% Holders . In the case of an Incentive Stock Option granted to an Employee who is a Ten Percent Holder on the Grant Date, the term of the Incentive Stock Option shall not exceed five years from the Grant Date, and the exercise price shall be at least 110% of the Fair Market Value of the underlying Shares on the Grant Date. In the event that Section 422 of the Code is amended to alter the limitations set forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.

(v) Substitution of Options . Notwithstanding any other provisions of the Plan, in the event the Company or an Affiliate acquires (whether by purchase, merger or otherwise) all or substantially all of outstanding capital stock or assets of another corporation or in the event of any reorganization or other transaction qualifying under Code Section 424, the Committee may, in accordance with the provisions of that Section, substitute ISOs for ISOs under the plan of the acquired company provided (i) the excess of the aggregate Fair Market Value of the Shares subject to an ISO immediately after the substitution over the aggregate exercise price of such shares is not more than the similar excess immediately before such substitution, and (ii) the new ISO does not give additional benefits to the Participant, including any extension of the exercise period.

(vi) Notice of Disqualifying Dispositions . By executing an ISO Award Agreement, each Participant agrees to notify the Company in writing immediately after the Participant sells, transfers or otherwise disposes of any Shares acquired through exercise of the ISO, if such disposition occurs within the earlier of (i) two years of the Grant Date, or (ii) one year after the exercise of the ISO being exercised. Each Participant further agrees to provide any information about a disposition of Shares as may be requested by the Company to assist it in complying with any applicable tax laws.

6. SARs .

(a) Grants. The Committee may grant SARs to Eligible Persons pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan; provided that:

(i) the exercise price for the Shares subject to each SAR shall not be less than 100% of the Fair Market Value of the underlying Shares on the Grant Date;

(ii) no SAR shall be exercisable for a term ending more than ten years after its Grant Date; and

(iii) each SAR shall, except to the extent a SAR Award Agreement provides otherwise, be subject to the provisions of Section 5(d) relating to the effect of a termination of Participant’s Continuous Service and Section 5(e) relating to buyouts, in each case with “SAR” being substituted for “Option.”

(b) Settlement. Subject to Section 14 below, a SAR shall entitle the Participant, upon exercise of the SAR, to receive Shares having a Fair Market Value on the date of exercise equal to the product of the number of Shares as to which the SAR is being exercised, and the excess of (i) the Fair Market Value, on such date, of the Shares covered by the exercised SAR, over (ii) an exercise price designated in the SAR Award Agreement. Notwithstanding the foregoing, a SAR Award Agreement may limit the total settlement value that the Participant will be entitled to receive upon the SAR’s exercise, and may provide for settlement either in cash or in any combination of cash or Shares that the Committee may authorize pursuant to an Award Agreement. An Award Agreement for a SAR may provide that, if, on the date upon which such SAR or any portion thereof is to expire, the Fair Market Value exceeds the per Share exercise price of such SAR and if such SAR or portion thereof that will expire is otherwise exercisable, the SAR shall be automatically exercised and settled pursuant to this Section 6(b).

(c) SARs related to Options . The Committee may grant SARs either concurrently with the grant of an Option or with respect to an outstanding Option, in which case the SAR shall extend to all or a portion of the Shares covered by the related Option and have an exercise price not less than the exercise price of the related Option. A SAR related to an Option shall entitle the Participant who holds the related Option, upon exercise of the SAR and surrender of the related Option, or portion thereof, to the extent the SAR and related Option each were previously unexercised, to receive payment of an amount determined pursuant to Section 6(b) above. Any SAR granted in tandem with an ISO will contain such terms as may be required to comply with the provisions of Code Section 422.

7. Restricted Shares, RSUs, and Unrestricted Share Awards .

(a) Grant. The Committee may grant Restricted Share, RSU, or Unrestricted Share Awards to Eligible Persons, in all cases pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan. The Committee shall establish as to each Restricted Share or RSU Award the number of Shares deliverable or subject to the Award (which number may be determined by a written formula), and the period or periods of time (the “ Restriction Period ”) at the end of which all or some restrictions specified in the Award Agreement shall lapse and the Participant shall receive unrestricted Shares (or cash to the extent provided in the Award Agreement) in settlement of the Award. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Committee, including, without limitation, criteria based on the Participant’s duration of employment, directorship or consultancy with the Company, individual, group, or divisional performance criteria, Company performance, or other criteria selection by the Committee. The Committee may make Restricted Share and RSU Awards with or without the requirement for payment of cash or other consideration. In addition, the Committee may grant Awards hereunder in the form of Unrestricted Shares which shall vest in full upon the Grant Date or such other date as the Committee may determine or which the Committee may issue pursuant to any program under which one or more Eligible Persons (selected by the Committee in its sole discretion) elect to pay for such Shares or to receive Unrestricted Shares in lieu of cash bonuses that would otherwise be paid.

(b) Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting Restricted Shares or RSUs, the terms and conditions under which the Participant’s interest in the Restricted Shares or the Shares subject to RSUs will become vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee otherwise determines, upon termination of a Participant’s Continuous Service for any reason, the Participant shall forfeit his or her Restricted Shares and RSUs to the extent the Participant’s interest therein has not vested on or before such termination date; provided that if a Participant purchases Restricted Shares and forfeits them for any reason, the Company shall return the purchase price to the Participant to the extent either set forth in an Award Agreement or required by Applicable Laws.

(c) Certificates for Restricted Shares. Unless otherwise provided in an Award Agreement, the Company shall hold certificates representing Restricted Shares and dividends (whether in Shares or cash) that accrue with respect to them until the restrictions lapse, and the Participant shall provide the Company with appropriate stock powers endorsed in blank. The Participant’s failure to provide such stock powers within ten days after a written request from the Company shall entitle the Committee to unilaterally declare a forfeiture of all or some of the Participant’s Restricted Shares.

(d) Issuance of Shares upon Vesting . As soon as practicable after vesting of a Participant’s Restricted Shares (or of the right to receive Shares underlying RSUs), the Company shall deliver to the Participant, free from vesting restrictions, one Share for each surrendered and vested Restricted Share (or deliver one Share free of the vesting restriction for each vested RSU), unless an Award Agreement provides otherwise and subject to Section 10 below regarding Withholding Taxes. No fractional Shares shall be distributed, and cash shall be paid in lieu thereof.

(e) Dividends Payable on Vesting . Whenever Shares are deliverable to a Participant (or duly-authorized transferee) pursuant to Section 7(d) above as a result of the vesting of a Restricted Share or RSU Award, the Participant or his or her duly authorized transferee shall also be entitled to receive, with respect to each Share then vesting, a number of Shares equal to the sum of –

(i) any per-Share dividends which were declared and paid in Shares to the Company’s shareholders of record between the Grant Date and the date Shares are delivered to the Participant pursuant to the particular vesting event for the Award; and

(ii) the Shares that the Participant could have purchased at their Fair Market Value on the payment date of any cash dividends if the Participant had received such cash dividends with respect to each Restricted Share, or Share subject to an RSU, between the Grant Date and the date Shares are delivered to the Participant pursuant to the particular vesting event for the Award.

(f) Deferral Elections for RSUs . To the extent specifically provided in an Award Agreement, a Participant may irrevocably elect, in accordance with Section 8 below, to defer the receipt of all or a percentage of the Shares that would otherwise be transferred to the Participant upon the vesting of an RSU Award. If the Participant makes this election: (i) the Company shall credit the Shares subject to the election, and any associated dividends, to a DSU account established pursuant to Section 8 below on the date such Shares and any associated dividends would otherwise have been delivered to the Participant pursuant to Sections 7(d) and 7(e) above, and (ii) any vesting that would have occurred within the 12-month period following the date of the Participant’s election shall occur on the 12-month anniversary of such election, provided that vesting may occur immediately upon the Participant’s death or Disability if so provided in the Award Agreement.

(g) Section 83(b) Elections . To the extent expressly permitted by an Award Agreement or the Committee, a Participant may make an election under Code Section 83(b) (the “ Section 83(b) Election ”) with respect to Restricted Shares. A Participant who has received RSUs may, within ten days after receiving the RSU Award, provide the Committee with a written notice of his or her desire to make Section 83(b) Election with respect to the Shares subject to such RSUs. The Committee may in its discretion convert the Participant’s RSUs into Restricted Shares, on a one-for-one basis, in full satisfaction of the Participant’s RSU Award. The Participant may then make a Section 83(b) Election with respect to those Restricted Shares; provided that the Participant’s Section 83(b) Election will be invalid if not filed with the Company and the appropriate U.S. tax authorities within 30 days after the Grant Date of the RSUs replaced by the Restricted Shares.

8. DSUs .

(a) Grants of DSUs . The Committee may make DSU awards to any Eligible Persons pursuant to Award Agreements, regardless of whether or not there is a deferral of compensation, and may permit select Eligible Persons to irrevocably elect, on a form provided by and acceptable to the Committee (the “ Election Form ”), to forego the receipt of cash or other compensation (including the Shares deliverable pursuant to any RSU Award) and in lieu thereof to have the Company credit to an internal Plan account a number of DSUs having a Fair Market Value equal to the Shares and other compensation deferred. These credits will be made at the end of each calendar quarter (or other period determined by the Committee) during which compensation is deferred. Unless the Company sends an Eligible Person a written notice rejecting an Election Form within

five business days after the Company receives it, an Election Form shall take effect on the first day of the next calendar year (or on the first day of the next calendar month in the case of an initial election within 30 days after a Participant becomes first eligible to defer hereunder) after its delivery to the Company. Notwithstanding the foregoing sentence, a Participant’s Election Form will be ineffective with respect to any compensation that the Participant earns before the date on which the Election Form takes effect. For any Participant who is subject to U.S. income taxation, the Committee shall only authorize deferral elections pursuant to Section 8: (i) under written procedures, and using written election forms, that satisfy the requirements of Code Section 409A, and (ii) shall only be made by Eligible Persons who are Directors, Consultants, or members of a select group of management or highly compensated Employees (within the meaning of the Code).

(b) Vesting . Unless an Award Agreement expressly provides otherwise, each Participant shall be 100% vested at all times in any Shares subject to DSUs.

(c) Issuances of Shares . Unless an Award Agreement or the Committee expressly provides otherwise, the Company shall settle a Participant’s DSU Award, by delivering one Share for each DSU, in five substantially equal annual installments that are issued before the last day of each of the five calendar years that end after the date on which the Participant’s Continuous Service ends for any reason, subject to –

(i) the Participant’s right to elect a different form of distribution, only on a form provided by and acceptable to the Committee, that permits the Participant to select any combination of a lump sum and annual installments that are triggered by, and completed within ten years following, the last day of the Participant’s Continuous Service; and

(ii) the Company’s acceptance of the Participant’s distribution election form executed at the time the Participant elects to defer the receipt of Shares or other compensation pursuant to Section 8(a), provided that the Participant may change a distribution election through any subsequent election that (I) the Participant delivers to the Company at least one year before the date on which distributions are otherwise scheduled to commence pursuant to the Participant’s initial distribution election, and (II) defers the commencement of distributions by at least five years from the originally scheduled distribution commencement date.

Fractional shares shall not be issued, and instead shall be paid out in cash.

(d) Dividends . Unless otherwise provided in an Award Agreement, whenever Shares are issued to a Participant pursuant to Section 9(c) above, the Participant shall also be entitled to receive, with respect to each Share issued, a number of Shares determined in a manner consistent with Section 7(e) above (but by reference to the period from the Grant Date of the DSU to its settlement through the issuance of Shares to the Participant).

(e) Emergency Withdrawals . In the event that a Participant suffers an unforeseeable emergency within the contemplation of this Section, the Participant may apply to the Committee for an immediate distribution of all or a portion of the Participant’s DSUs. The unforeseeable emergency must result from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant, casualty loss of the Participant’s property, or other similar extraordinary and unforeseeable conditions beyond the control of the Participant. The

Committee shall, in its sole and absolute discretion, determine whether a Participant has a qualifying unforeseeable emergency, may require independent verification of the emergency, and may determine whether or not to provide the Participant with cash or Shares. The amount of any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The number of Shares subject to the Participant’s DSU Award shall be reduced by any Shares distributed to the Participant and by a number of Shares having a Fair Market Value on the date of the distribution equal to any cash paid to the Participant pursuant to this Section. For all DSUs granted to Participants who are U.S. taxpayers, the term “unforeseeable emergency” shall be interpreted in accordance with Section 409A of the Code, and the term “dependent” shall be interpreted in accordance with Section 152(a) of the Code.

(f) Unsecured Rights to Deferred Compensation . A Participant’s right to DSUs shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Participant (or the Participant’s duly-authorized transferee) to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. Neither the Participant nor the Participant’s duly-authorized transferee shall have any claim against or rights in any specific assets, Shares, or other funds of the Company.

(g) Termination of Service . For purposes of Section 8 of the Plan, a Participant’s “Continuous Service” shall only end when the Participant incurs a “separation from service” within the meaning of Treasury Regulations §1.409A-1(h). A Participant shall be considered to have experienced a termination of Continuous Service when the facts and circumstances indicate that either (i) no further services will be performed for the Company or any Affiliate after a certain date, or (ii) that the level of bona fide services the Participant will perform after such date (whether as an Employee, Director, or Consultant) are reasonably expected to permanently decrease to no more than 25% of the average level of bona fide services performed by such Participant (whether as an Employee, Director, or Consultant) over the immediately preceding 36-month period (or full period of services to the Company and its Affiliates if the Participant has been providing such services for less than 36 months).

9. Performance Awards .

(a) Performance Awards . Subject to the limitations set forth in paragraph (b) hereof, the Committee may in its discretion grant Performance Awards, including Performance Units, to any Eligible Person that (i) have substantially the same financial benefits and other terms and conditions as Options, SARs, RSUs, or DSUs, and/or (ii) are settled only in cash. A Performance Award is an Award which is based on the achievement of specific goals with respect to the Company or any Affiliate or the individual performance of the Participant, or any combination thereof, over a specified period of time. All Performance Awards shall be made pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan.

(b) Deferral Elections . At any time prior to the date that is both at least six months before the close of a Performance Period (or shorter or longer period that the Committee selects) with respect to a Performance Award and at which time vesting or payment is substantially uncertain to occur, the Committee may permit a Participant who is a member of a select group of management or highly compensated employees to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the cash or Shares that would otherwise be

transferred to the Participant upon the vesting of such Award. If the Participant makes this election, the cash or Shares subject to the election, and any associated interest and dividends, shall be credited to an account established pursuant to Section 8 hereof on the date such cash or Shares would otherwise have been released or issued to the Participant pursuant to this Section.

(c) Performance Compensation Awards . Subject to the limitations set forth in Section 9 and in this Appendix II.F., the Committee may, at the time of grant of a Performance Unit, designate such Award as a “ Performance Compensation Award ” (payable in cash or Shares) in order that such Award constitutes “qualified performance-based compensation” under Code Section 162(m), in which event the Committee shall have the power to grant such Performance Compensation Award upon terms and conditions that qualify it as “qualified performance-based compensation” within the meaning of U.S. Code Section 162(m). With respect to each such Performance Compensation Award, the Committee shall establish, in writing within the time required under Code Section 162(m), a “ Performance Period ,” “ Performance Measure(s) ”, and “ Performance Formula(e) ” (each such term being defined below). A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that the Performance Measure(s) for such Award is achieved and the Performance Formula(e) as applied against such Performance Measure(s) determines that all or some portion of such Participant’s Award has been earned for the Performance Period. As soon as practicable after the close of each Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Measure(s) for the Performance Period have been achieved and, if so, determine and certify in writing the amount of the Performance Compensation Award to be paid to the Participant and, in so doing, may use negative discretion to decrease, but not increase, the amount of the Award otherwise payable to the Participant based upon such performance.

(d) Limitations on Awards . The maximum Performance Award and the maximum Performance Compensation Award that any one Participant may earn in any one Performance Period shall not together exceed the limitation set forth in Section 4(b) of the Plan for Shares subject to Awards (or, for Performance Units to be settled in cash, U.S. $6,000,000).

(e) Definitions .

(i) “Performance Formula” means, for a Performance Period, one or more objective formulas or standards established by the Committee for purposes of determining whether or the extent to which an Award has been earned based on the level of performance attained or to be attained with respect to one or more Performance Measure(s). Performance Formulae may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative.

(ii) “Performance Measure” means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index):


cash flow (before or after dividends)		earnings per share (including, without limitation, earnings before interest, taxes, depreciation and amortization)

stock price		return on equity

stockholder return or total stockholder return		return on capital (including without limitation return on total capital or return on invested capital)

return on investment		return on assets or net assets

market capitalization		economic value added

debt leverage (debt to capital)		Revenue

sales or net sales		Backlog

income, pre-tax income or net income		operating income or pre-tax profit

operating profit, net operating profit or economic profit		gross margin, operating margin or profit margin

return on operating revenue or return on operating assets		cash from operations

operating ratio		operating revenue

market share improvement		general and administrative expenses

customer service		new production introductions

product line enhancements		strategic mergers or acquisitions

working capital		Research

licensing		Litigation

human resources		information services

sales of assets of Affiliates or business units

Each such measure shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

(iii) “Performance Period” means one or more periods of time (of not less than one fiscal year of the Company), as the Committee may designate, over which the attainment of one or more Performance Measure(s) will be measured for the purpose of determining a Participant’s rights in respect of an Award.

10. Taxes; Withholding .

(a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes.

(b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law.

(c) Income Taxes and Deferred Compensation . Participants are solely responsible and liable for the satisfaction of any federal state, province, or local taxes that may arise in connection with Awards (including, for Participants subject to taxation in the United States, any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount sufficient to satisfy such tax obligations from the next payroll payment or payments otherwise payable after the date of the exercise of an Award.

To the extent that the committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the ParticipantHolder any rights that are greater than those of a general creditor of the Company or any Affiliate of the Company.

11. Non-Transferability of Awards .

(a) General. Except as set forth in this Section 11, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a death beneficiary by a Participant will not constitute a transfer. An Award may be exercised, during the lifetime of the holder of an Award, only by such holder, the duly-authorized legal representative of a Participant who is Disabled, or a transferee permitted by this Section 11.

(b) Limited Transferability Rights . Notwithstanding anything else in this Section 11, the Committee may in its discretion provide that an Award may be transferred, on such terms and conditions as the Committee deems appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as defined below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

(c) Death . In the event of the death of a Participant, any outstanding Awards issued to the Participant shall automatically be transferred to the Participant’s Beneficiary (or, if no Beneficiary is designated or surviving, to the person or persons to whom the Participant’s rights under the Award pass by will or the laws of descent and distribution).

12. Modification of Awards and Substitution of Options . Within the limitations of the Plan, the Committee may modify an Award to accelerate the rate at which an Option or SAR may be exercised (including without limitation permitting an Option or SAR to be exercised in full without regard to the installment or vesting provisions of the applicable Award Agreement or whether the Option or SAR is at the time exercisable, to the extent it has not previously been exercised), to accelerate the vesting of any Award, to extend or renew outstanding Awards, to accept the cancellation of outstanding Awards to the extent not previously exercised, or to make any other changes that would be allowed under the Plan for a new Award. However, except in connection with a Change in Control or as approved by the shareholders of the Company, the Committee may not cancel an outstanding Option or SAR whose exercise price per Share is greater than Fair Market Value at the time of cancellation for the purpose of reissuing the Option or SAR to the Participant at a lower exercise price, granting a replacement award of a different type, or exchanging the Award for a cash payment, or otherwise allow for a “repricing” of Options or SARs within the meaning of federal securities laws applicable to proxy statement disclosures. Notwithstanding the foregoing provision, no modification of an outstanding Award shall materially and adversely affect a Participant’s rights thereunder unless either (i) the Participant provides written consent, or (ii) before a Change in Control, the Committee determines in good faith that the modification is not materially adverse to the Participant.

13. Change in Capital Structure; Change in Control; Etc .

(a) Changes in Capitalization. In the event of a Share dividend, Share split, or combination of Shares, Share exchange, recapitalization, merger in which the Company is the surviving corporation, spin-off or split-off of an Affiliate, extraordinary cash dividend or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of capital stock of the Company), the number and kind of Shares or securities of the Company to be subject to the Plan and to Awards then outstanding or to be granted, any and all maximum limits on the number of Shares that may be delivered under the Plan, any exercise price for Awards, and other relevant provisions shall be equitably adjusted by the Committee.

(b) Change in Control. In the event of a Change in Control but subject to the terms of any Award Agreements or any employment or other similar agreement between the Company or any of its Affiliates and a Participant then in effect, each outstanding Award shall be assumed or a substantially equivalent award shall be substituted by the surviving or successor corporation or a parent or subsidiary of such surviving or successor corporation (the “Successor Corporation”) upon the consummation of the transaction; provided, however, that to the extent outstanding Awards are neither being assumed nor replaced with substantially equivalent Awards by the Successor Corporation, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions (with respect to any or all of the Awards, and with discretion to differentiate between individual Participants and Awards for any reason):

(i) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued pursuant to an Award shall lapse as to the Shares subject to such repurchase right;

(ii) arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of outstanding Awards (with the Committee determining the amount payable to each Participant based on the Fair Market Value, on the date of the Change in Control, of the Award being cancelled, based on any reasonable valuation method selected by the Committee); or

(iii) terminate all or some Awards upon the consummation of the transaction, provided that the Committee shall provide for vesting of such Awards in full as of a date immediately prior to consummation of the Change in Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation.

Notwithstanding the above and unless otherwise provided in an Award Agreement or in any employment or other similar agreement between the Company or any of its Affiliates and a Participant then in effect, in the event a Participant is Involuntarily Terminated on or within 12 months (or other period either set forth in an Award Agreement) following a Change in Control, then any Award that is assumed or substituted pursuant to this Section 13(b) shall accelerate and become fully vested (and become exercisable in full in the case of Options and SARs), and any

repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the Participant’s Involuntary Termination, unless an Award Agreement provides otherwise.

(c) Dissolution or Liquidation . In the event of the dissolution or liquidation of the Company other than as part of a Change in Control, each Award will terminate immediately prior to the consummation of such action, subject to the ability of the Committee to exercise any discretion authorized in the case of a Change in Control.

14. Laws and Regulations .

(a) General Rules. This Plan, the grant of Awards, the exercise of Options and SARs, and the obligations of the Company hereunder (including those to pay cash or to deliver, sell or accept the surrender of any of its Shares or other securities) shall be subject to all Applicable Laws. In the event that any Shares are not registered under any Applicable Law prior to the required delivery of them pursuant to Awards, the Company may require, as a condition to their issuance or delivery, that the persons to whom the Shares are to be issued or delivered make any written representations and warranties (such as that such Shares are being acquired by the Participant for investment for the Participant’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares) that the Committee may reasonably require, and the Committee may in its sole discretion include a legend to such effect on the certificates representing any Shares issued or delivered pursuant to the Plan.

(b) Black-out Periods. Notwithstanding any contrary terms within the Plan or any Award Agreement, the Committee shall have the absolute discretion to impose a “blackout” period on the exercise of any Option or SAR, as well as the settlement of any Award, with respect to any or all Participants (including those whose Continuous Service has ended) to the extent that the Committee determines that doing so is either desirable or required in order to comply with applicable securities laws, provided that, if any blackout period occurs, the term of any Option or SAR shall not expire until the earlier of (i) 30 days after the blackout period ends or (ii) the Option’s or SAR’s expiration date but only if within 30 days thereafter the Company makes a cash payment to each affected Participant in an amount equal to the value of the Option or SAR (as determined by the Committee) immediately before its expiration to the extent then vested and exercisable.

(c) No Shareholder Rights. Neither a Participant nor any transferee of a Participant shall have any rights as a shareholder of the Company with respect to any Shares underlying any Award until the date of issuance of a share certificate to a Participant or a transferee of a Participant for such Shares in accordance with the Company’s governing instruments and Applicable Law. Prior to the issuance of Shares pursuant to an Award, a Participant shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the Shares underlying the Award, notwithstanding its exercise in the case of Options and SARs. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the date the stock certificate is issued, except as otherwise specifically provided for in this Plan.

(d) Local Law Adjustments and Sub-plans. To facilitate the making of any grant of an Award under this Plan, the Committee may adopt rules and provide for such special terms for Awards to Participants who are located within the United States, foreign nationals, or who are employed by the Company or any Affiliate outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Without limiting the foregoing, the Company is specifically authorized to adopt rules and procedures regarding the conversion of local currency, taxes, withholding procedures and handling of stock certificates which vary with the customs and requirements of particular countries. The Company may adopt sub-plans and establish escrow accounts and trusts, and settle Awards in cash in lieu of shares, as may be appropriate, required or applicable to particular locations and countries.

15. Termination, Rescission and Recapture of Awards .

(a) Each Award under the Plan is intended to align the Participant’s long-term interests with those of the Company. Accordingly, to the extent expressly provided in an Award Agreement, the Company may terminate any outstanding, unexercised, unexpired, unpaid, or deferred Awards (“ Termination ”), rescind any exercise, payment or delivery pursuant to the Award (“ Rescission ”), or recapture any Shares (whether restricted or unrestricted) or proceeds from the Participant’s sale of Shares issued pursuant to an Award (“ Recapture ”), if the Participant, during his or her Continuous Service or within one year after the termination of his or her Continuous Service, engages in activity which: (i) constitutes a material breach of the terms of any applicable patent, proprietary information, confidentiality, non-disclosure, intellectual property, secrecy or other similar agreement between the Participant and the Company or any of its Affiliates; (ii) constitutes the breach of the terms of any non-solicitation, non-competition or similar agreement between the Participant and the Company or any of its Affiliates; or (iii) is materially prejudicial to the interests of the Company and constitutes a breach of a fiduciary duty to the Company or its Affiliates.

(b) Within ten days after receiving notice from the Company of any such activity described in subclauses (i), (ii) or (iii) in Section 15(a) above, the Participant shall deliver to the Company the Shares acquired pursuant to the Award, or, if Participant has sold the Shares, the gain realized, or payment received as a result of the rescinded exercise, payment, or delivery; provided, that if the Participant returns Shares that the Participant purchased pursuant to the exercise of an Option (or the gains realized from the sale of such Shares), the Company shall promptly refund the exercise price, without interest, that the Participant paid for the Shares. Any payment by the Participant to the Company pursuant to this Section shall be made either in cash or by returning to the Company the number of Shares that the Participant received in connection with the rescinded exercise, payment, or delivery.

(c) Notwithstanding the foregoing provisions of this Section 15, the Company has sole and absolute discretion not to require Termination, Rescission and/or Recapture, and its determination not to require Termination, Rescission and/or Recapture with respect to any particular act by a particular Participant or particular Award shall not in any way reduce or eliminate the Company’s authority to require Termination, Rescission and/or Recapture with respect to any other act or Participant or Award. Nothing in this Section shall be construed to impose obligations on the Participant to refrain from engaging in lawful competition with the Company after the termination of employment that does not violate subclauses (i), (ii) or (iii) of Section 15(a) above.

(d) All administrative and discretionary authority given to the Company under this Section shall be exercised by such person or committee (including without limitation the Committee) as the Committee may designate from time to time.

(e) If any provision within this Section 15 is determined to be unenforceable or invalid under any Applicable Law, such provision will be applied to the maximum extent permitted by Applicable Law, and shall automatically be deemed amended in a manner consistent with its objectives and any limitations required under Applicable Law. Notwithstanding the foregoing, but subject to any contrary terms expressly set forth in any Award Agreement, this Section 15 shall not be applicable to any Participant from and after his or her termination of Continuous Service after a Change in Control.

16. Recoupment of Awards . To the extent expressly provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company’s shareholders or of any Participant, require that a Participant reimburse the Company for all or any portion of any Awards granted to him or her under this Plan (“ Reimbursement ”), or the Committee may require the Termination or Rescission of, or the Recapture associated with, any Award, if and to the extent—

(a) the granting, vesting, or payment of such Award (or portion thereof) was predicated upon the achievement of certain financial results;

(b) in the Committee’s view the Participant engaged in fraud or misconduct that caused a calculation that later proves to be materially inaccurate or partially caused the need for a material financial restatement by the Company or any Affiliate; and

(c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section.

In each instance, the Committee may, to the extent practicable and allowable under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant.

17. Administration of the Plan . The Committee shall administer the Plan in accordance with its terms, provided that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings at such times and places as it may determine and shall make such rules and regulations for the conduct of its business as it deems advisable. In the absence of a duly appointed Committee, the Board shall function as the Committee for all purposes of the Plan.

(a) Committee Composition . The Board shall appoint the members of the Committee. If and to the extent permitted by Applicable Law, the Committee may authorize one or more executive officers to make Awards to Eligible Persons other than themselves. The Board may at any time appoint additional members to the Committee, remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however caused.

(b) Powers of the Committee . Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion:

(i) to grant Awards and to determine Eligible Persons to whom Awards shall be granted from time to time, and the number of Shares, units, or dollars to be covered by each Award;

(ii) to determine, from time to time, the Fair Market Value of Shares;

(iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations;

(iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants;

(v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration;

(vi) to the extent consistent with the purposes of the Plan and without amending the Plan, to modify, to cancel, or to waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs;

(vii) in the event that the Company establishes for itself, or uses the services of a third party to establish, an automated system for the documentation, granting, settlement, or exercise of Award, such as a system using an internet website or interactive voice response, to implement paperless documentation, granting, settlement, or exercise of Awards by a Participant may be permitted through the use of such an automated system; and

(viii) to make all interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes.

Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Directors or Employees.

(c) Action by Committee . Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by an officer or other employee of the Company or any Affiliate, the Company’s independent certified public accounts, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

(d) Deference to Committee Determinations . The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of any Award or Award Agreement, and all

determination the Committee makes pursuant to the Plan shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faith or materially affected by fraud.

(e) No Liability; Indemnification . Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to administering or interpreting the Plan, any Award or any Award Agreement on behalf of the Company. The Company and its Affiliates shall pay or reimburse any member of the Committee, as well as any Director, Employee, or Consultant who in good faith takes action on behalf of the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf of the Plan. The Company and its Affiliates may, but shall not be required to, obtain liability insurance for this purpose.

18. Governing Law . The terms of this Plan shall be governed by the laws of the State of Delaware, without regard to its conflicts of law rules.

19. Plan Termination or Amendment .

If not sooner terminated by the Board, this Plan shall terminate at the close of business on the date ten years after its effective date as determined under Section 1(a) above. No Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall deem advisable; provided that no change shall be made that increases the total number of Shares reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 13 above) unless such change is authorized by the shareholders of the Company. A termination or amendment of the Plan shall not, without the consent of the Participant, adversely and materially affect a Participant’s rights under an Award previously granted to him or her. Notwithstanding the foregoing, the Committee may amend the Plan to comply with changes in tax or securities laws or regulations, or in the interpretation thereof. Furthermore, the Board may not amend the Plan without shareholder approval to allow for either (i) a “repricing” within the meaning of federal securities laws applicable to proxy statement disclosures, except a repricing in connection with a Change in Control or which is otherwise approved by the shareholders, or (ii) the cancellation of an outstanding Option or SAR whose exercise price is greater than Fair Market Value at the time of cancellation for the purpose of reissuing the Option or SAR to the Participant at a lower exercise price, granting a replacement award of a different type or in exchange for a cash payment, except a cancellation and reissuance, grant of a replacement award or cash payment in connection with a Change in Control.

20. Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

21. Expenses . The expenses of administering the Plan shall be borne by the Company and its Affiliates.

Great American Group, Inc.

Amended and Restated 2009 Stock Incentive Plan

(formerly Alternative Asset Management Acquisition Corp.

2009 Stock Incentive Plan)

Appendix I: Definitions

As used in the Plan, the following terms have the meanings indicated when they begin with initial capital letters within the Plan:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

“ Applicable Law ” means the legal requirements relating to the administration of options and share-based plans under any applicable laws of the United States, any other country, and any provincial, state, or local subdivision, any applicable stock exchange or automated quotation system rules or regulations, as such laws, rules, regulations and requirements shall be in place from time to time.

“ Award ” means any award made pursuant to the Plan, including awards made in the form of an Option, a SAR, a Restricted Share, a RSU, an Unrestricted Share, a DSU, or a Performance Award, or any combination thereof, whether alternative or cumulative.

“ Award Agreement ” means any document, whether in writing or through an electronic medium, setting forth the terms of an Award that has been authorized by the Committee. The Committee shall determine the form or forms of documents to be used, and may change them from time to time for any reason, including different documents as may be appropriate or applicable for particular locations and countries.

“ Beneficiary ” means the person or entity designated by the Participant, in a form approved by the Company, to exercise the Participant’s rights with respect to an Award or receive payment or settlement under an Award after the Participant’s death.

“ Board ” means the Board of Directors of the Company.

“ Cause ” will have the meaning set forth in any employment agreement between the Company or any of its Affiliate and the Participant then in effect. In the absence of such an agreement, “Cause” will exist if the Participant is terminated from employment or other service with the Company or an Affiliate for any of the following reasons: (i) the Participant’s willful failure to

substantially perform his or her duties and responsibilities to the Company or deliberate violation of a material Company policy; (ii) the Participant’s commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Participant’s material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful and material breach of any of his or her obligations under any written agreement or covenant with the Company. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted herein to include any Affiliate or successor thereto, if appropriate.

“ Change in Control ” shall be deemed to have occurred if:

(i) a sale, transfer, or other disposition of all or substantially all of the assets and properties of the Company is closed or consummated;

(ii) any “person,” “entity” or “group” (within the meaning of Section 13(d)(3) and 14(d)(2)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company or any majority owned subsidiary of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities that have the right to vote in the election of directors generally; provided, however, that the following shall not constitute a “Change in Control” for purposes of this subclause (ii):

(A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or

(B) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company;

(iii) during any period of two consecutive years during the term of the Plan, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period but excluding any director whose initial assumption of office occurred as a result of an actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of the Company; or

(iv) the shareholders of the Company approve a plan or proposal of liquidation of the Company, or a merger, reorganization, or consolidation involving the Company is closed or consummated, other than a merger, reorganization, or consolidation in which holders of the combined voting power of the Company’s then outstanding securities that have the right to vote in the election of directors generally immediately prior to such transaction own, either directly or indirectly, fifty percent (50%) or more of the combined voting power of the securities entitled to vote in the election of directors generally of the

merged, reorganized or consolidated entity (or its parent company) immediately following such transaction in substantially the same proportions among such holders as immediately prior to such transaction.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 17 above. With respect to any decision involving an Award intended to satisfy the requirements of Section 162(m) of the Code, the Committee shall consist of two or more Directors of the Company who are “outside directors” within the meaning of Section 162(m) of the Code. With respect to any decision relating to a Reporting Person, the Committee shall consist of two or more directors who are “non-employee directors” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board or its successor.

“ Company ” means Great American Group, Inc., a Delaware corporation; provided, however, that in the event the Company reincorporates to another jurisdiction, all references to the term “Company” shall refer to the Company in such new jurisdiction.

“ Consultant ” means any person (other than an Employee or Director), including an advisor, who is engaged by the Company or any Affiliate to render services and is compensated for such services.

“ Continuous Service ” means a Participant’s period of service in the absence of any interruption or termination, as an Employee, Director, or Consultant. Continuous Service shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; (iv) changes in status from Director to advisory director or emeritus status; or (v) transfers between locations of the Company or between the Company and its Affiliates. Changes in status between service as an Employee, Director, and a Consultant will not constitute an interruption of Continuous Service if the individual continues to perform bona fide services for the Company. The Committee shall have the discretion to determine whether and to what extent the vesting of any Awards shall be tolled during any paid or unpaid leave of absence; provided, however, that in the absence of such determination, vesting for all Awards shall be tolled during any such unpaid leave (but not for a paid leave).

“ Deferred Share Units ” or “ DSUs ” mean Awards pursuant to Section 8 of the Plan.

“ Director ” means a member of the Board, or a member of the board of directors of an Affiliate.

“ Disabled ” shall have the meaning set forth in any employment agreement between the Company or any of its Affiliates and the Participant then in effect (and shall include the term “Disability” if that term is so defined in such employment agreement). In the absence of such an agreement, “Disabled” shall mean a condition under which a Participant —

(i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, received income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Company or an Affiliate of the Company.

“ Eligible Person ” means any Consultant, Director, or Employee and includes non-Employees to whom an offer of employment has been or is being extended.

“ Employee ” means any person whom the Company or any Affiliate classifies as an employee (including an officer) for employment tax purposes, whether or not that classification is correct. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

“ Employer ” means the Company and each Affiliate that employs one or more Participants.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” as of any date (the “Determination Date”) means: (i) the closing price of a Share on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Select Market (collectively, the “Exchange”) on the Determination Date, or, if shares were not traded on the Determination Date, then on the nearest preceding trading day during which a sale occurred; or (ii) if such stock is not traded on the Exchange but is otherwise traded in the over-the-counter market, the mean between the representative bid and asked prices for a Share on the Determination Date; or (iii) if subsections (i) or (ii) do not apply, the fair market value of a Share established in good faith by the Board or the Committee based on relevant facts and circumstances.

“ Grant Date ” means the later of (i) the date designated as the “Grant Date” within an Award Agreement, and (ii) date on which the Committee determines the key terms of an Award, provided that as soon as reasonably practical thereafter the Committee both notifies the Eligible Person of the Award and enters into an Award Agreement with the Eligible Person.

“ Incentive Stock Option ” or “ ISO ” means, an Option that qualifies for favorable income tax treatment under Code Section 422.

“ Involuntary Termination ” shall mean, to the extent there is an employment agreement between the Company or any of its Affiliates and a Participant then in effect and subject to the terms of such employment agreement, a termination of a Participant’s employment on or after a Change in Control (i) by the Participant for “Good Reason” (as defined in any such employment agreement), or (ii) by the Company or its Affiliates without cause or other than upon death or disability which termination entitles such Participant to accelerated or extended severance benefits pursuant to his or her employment agreement. In the absence of such an agreement, “Involuntary Termination” means a termination of a Participant’s Continuous Service under the following circumstances occurring on or after a Change in Control: (i) termination without Cause by the

Company or an Affiliate or successor thereto, as appropriate; or (ii) voluntary termination by the Participant, if: (1) the Participant voluntarily terminates Continuous Service within 60 days of one of the following conditions arising without the Participant’s consent: (A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment to a substantially similar position shall constitute a material reduction in job responsibilities; (B) an involuntary relocation of the Participant’s work site to a facility or location more than 25 miles from the Participant’s principal work site at the time of the Change in Control; or (C) a material reduction in Participant’s total compensation other than as part of an reduction by the same percentage amount in the compensation of all other similarly-situated Employees or Directors; (2) the Participant gives the Company or an Affiliate written notice of the existence of one or more of the conditions listed in (A) through (C) within ten days of the initial existence of the condition; and (3) the Company or Affiliate fails to cure such condition within 30 days following receipt of such written notice by the Participant.

“ Non-ISO ” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Award Agreement.

“ Option ” means a right to purchase Shares granted under the Plan, at a price determined in accordance with the Plan.

“ Participant ” means any Eligible Person who holds an outstanding Award.

“ Performance Awards ” mean Awards granted pursuant to Section 9.

“ Performance Unit ” means an Award granted pursuant to Section 9(a) of the Plan which may be paid in cash, in Shares, or such combination of cash and Shares as the Committee in its sole discretion shall determine.

“ Person ” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or organizational entity.

“ Plan ” means this Great American Group, Inc. Amended and Restated 2009 Stock Incentive Plan (including the Appendices hereto).

“ Recapture ” and “ Rescission ” have the meaning set forth in Section 15 of the Plan.

“ Reimbursement ” has the meaning set forth in Section 16 of the Plan.

“ Reporting Person ” means an Employee, Director, or Consultant who is subject to the reporting requirements set forth under Rule 16b-3.

“ Restricted Share ” means a Share awarded with restrictions imposed under Section 7.

“ Restricted Share Unit ” or “ RSU ” means a right granted to a Participant to receive Shares or cash upon the lapse of restrictions imposed under Section 7.

“ Retirement ” means a Participant’s termination of employment after age 65.

“ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

“ Share ” means an ordinary share, no par value, of the Company, as adjusted in accordance with Section 13 of the Plan.

“ SAR ” or “ Share Appreciation Right ” means a right to receive amounts awarded under Section 6.

“ Ten Percent Holder ” means a person who owns (within the meaning of Code Section 422) stock representing more than ten percent (10%) of the combined voting power of all classes of stock of the Company.

“ Unrestricted Shares ” mean Shares awarded without restrictions pursuant to Section 7 of the Plan.

“ Withholding Taxes ” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with any Award.

Great American Group, Inc.

Amended and Restated 2009 Stock Incentive Plan

(formerly Alternative Asset Management Acquisition Corp.

2009 Stock Incentive Plan)

As approved by the Board of Directors of Alternative Asset

Management Acquisition Corp. (“AAMAC”) on May 12, 2009 and by the shareholders of Alternative Asset

Management Acquisition Corp. (“AAMAC”) on July 31, 2009, as assumed by Great American Group, Inc. on July 31, 2009 and as amended and restated by resolution of the Board of Directors of Great American Group, Inc. on August 19, 2009.

Exhibit 10.28

SIXTH AMENDED AND RESTATED OPERATING AGREEMENT

FOR

GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC

THIS SIXTH AMENDED AND RESTATED OPERATING AGREEMENT (the “ Agreement ”) is made and entered into as of this 1 ^s ^t day of January, 2008 (the “ Effective Date ”), by and among GREAT AMERICAN GROUP, LLC, a California limited liability company (“ GAG ”), LESTER FRIEDMAN, an individual (“ Friedman ”), JOHN BANKERT, an individual (“ Bankert ”), MICHAEL MARCHLIK, an individual (“ Marchlik ) and KEN BLOORE, an individual (hereinafter referred to individually as a “ Member ” and collectively as the “ Members ”).

RECITALS

This Agreement is made and entered into with reference to the following facts, each of which is incorporated into and made a material part of this Agreement:

A. On May 31, 2000, Garcel, Inc., a California corporation (“ Garcel ”) and Friedman caused a limited liability company by the name Great American Appraisal & Valuation Services, LLC (the “ Company ”) to be formed under the Beverly-Killea Limited Liability Company Act (the “ Act ”) by filing the requisite documents with the Office of the California Secretary of State.

B. With respect to the Company, Garcel and Friedman entered into that certain Operating Agreement for Great American Appraisal & Valuation Services, LLC, dated July 1, 2000 (the “ Original Operating Agreement ”) to form and provide for the governance of the Company and the conduct of its business and to specify the Members’ relative rights and obligations.

C. On January 1, 2003, Garcel, Friedman and Lerner entered into that certain Amended and Restated Operating Agreement for Great American Appraisal & Valuation Services, LLC (the “ Amended and Restated Operating Agreement ”) for the purpose of adding Lerner as a Member of the Company, among other things.

D. On January 1, 2004, Garcel, Friedman, Lerner and Bankert entered into that certain Second Amended and Restated Operating Agreement for Great American Appraisal & Valuation Services, LLC (the “ Second Amended and Restated Operating Agreement ”) for the purpose of adding Bankert as a Member of the Company, among other things.

E. Effective July 1, 2005, Garcel sold and transferred to The Pride Capital Group, LLC (“ The Pride ”) all of Garcel’s right, title and interest in and to its Membership Interest in the Company.

F. On July 1, 2005, The Pride, Friedman, Lerner and Bankert entered into that certain Third Amended and Restated Operating Agreement for Great American Appraisal & Valuation Services, LLC (the “ Third Amended and Restated Operating Agreement ”) for the purpose of adding The Pride as a Member of the Company, among other things.

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G. On January I, 2006, The Pride, Friedman, Lerner, Bankert and Davis entered into that certain Fourth Amended and Restated Operating Agreement for Great American Appraisal & Valuation Services, LLC (the “ Fourth Amended and Restated Operating Agreement ”) for the purpose of adding Davis as a Member of the Company, among other things.

H. Effective May 30, 2006, The Pride merged into GAG, the entity which survived the merger.

I. Effective June 19, 2006, the Company changed its name from Great American Appraisal & Valuation Services, LLC to Great American Group Advisory & Valuation Services, LLC by filing the requisite documents with the Office of the California Secretary of State.

J. On June 19, 2006, The Pride, Friedman, Lerner, Bankert and Davis entered into that certain Fifth Amended and Restated Operating Agreement for Great American Appraisal & Valuation Services, LLC (the “ Fifth Amended and Restated Operating Agreement ”) for the purpose of reflecting The Pride’s merger into GAG, the change of the name of the Company from Great American Appraisal & Valuation Services, LLC to Great American Group Advisory & Valuation Services, LLC, among other things.

K. On or about September 30, 2007, two former Members, Jeffrey Lerner and William Davis, withdrew as members of the Company for reasons not set forth in this Agreement. As a result of such withdrawals and as a result of certain consideration paid to these two former Members in connection with their withdrawals, the Membership Interests of these two former Members were reallocated amongst the remaining Members.

L. The Members now desire to add Marchlik and Bloore as new Members of the Company. Accordingly, the Members now desire to amend and restate the Fifth Amended and Restated Operating Agreement to reflect this reallocation of ownership, this addition of new Members and certain other matters, as more fully set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing Recitals, the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members do hereby agree as follows:

ARTICLE I - DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement and when not so defined shall have the meanings set forth in California Corporations Code Section 17001.

1.1 “ AAA ” means the American Arbitration Association.

1.2 “ Act ” means the Beverly-Killea Limited Liability Company Act (California Corporations Code Sections 17000-17705), including amendments from time to time.

1.3 “ After Tax Income ” is defined in Section 4.5 .

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1.4 “ Agreement ” means this Operating Agreement, as originally executed and as may be amended from time to time.

1.5 “ Articles of Organization ” is defined in Corporations Code Section 17001(b) as applied to this Company.

1.6 “ Assignee ” means a person who has acquired a Member’s Economic Interest in the Company, by way of a Transfer in accordance with the terms of this Agreement, but who has not become a Member.

1.7 “ Assigning Member ” means a Member who by means of a Transfer has transferred an Economic Interest in the Company to an Assignee.

1.8 “ Award ” is defined in Section 8.18 .

1.9 “ Bankert’s Payment ” is defined in Section 5.7 .

1.10 “ Bloore’s Payment ” is defined in Section 5.7 .

1.11 “ California Law ” means the substantive law of the State of California.

1.12 “ Capital Account ” means, with respect to any Member, a separate account maintained and adjusted in accordance with Section 3.3 .

1.13 “ Capital Call Notice ” is defined in Section 3.2 .

1.14 “ Capital Contribution ” means, with respect to any Member, the amount of the money and the Fair Market Value of any property (other than money) and/or services contributed to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take “subject to” under Internal Revenue Code Section 752) in consideration of a Percentage Interest held by that Member. A Capital Contribution shall not be deemed a loan.

1.15 “ Capital Event ” means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

1.16 “ CAR ” means the Commercial Arbitration Rules of the AAA.

1.17 “ Client(s) of the Company ” is defined in Section 10.1 .

1.18 “ Code ” or “ IRC ” means the Internal Revenue Code of 1986, as amended, and any successor provision.

1.19 “ Company ” means the company named in Section 2.2 .

1.20 “ Confidential Information ” is defined in Section 10.1 .

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1.21 “ Corporate Counsel ” means Greenberg & Bass, LLP, legal counsel for GAG and the Company.

1.22 “ Decision ” is defined in Section 12.1 .

1.23 “ Defaulting Member ” is defined in Section 3.3 .

1.24 “ Economic Interest ” means, with respect to a Membership Interest, the right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive distributions from, the Company, but does not include any other rights of a Member, including the right to Vote in connection with the business and affairs of the Company or the right to participate in the management of the Company.

1.25 “ Employee(s) of the Company ” is defined in Section 10.1 .

1.26 “ Encumber ” means the act of creating or purporting to create an Encumbrance, whether or not perfected under applicable law.

1.27 “ Encumbrance ” means, with respect to any Membership Interest or any element thereof, a mortgage, pledge, security interest, lien, proxy coupled with an interest (other than as contemplated in this Agreement), option, or preferential right to purchase.

1.28 “ Expenses ” is defined in Section 11.3 .

1.29 “ Expiration Date ” is defined in Section 8.18 .

1.30 “ Fair Market Value ” means, with respect to any item of property of the Company, the item’s adjusted basis for federal income tax purposes, except as follows:

(a) The Fair Market Value of any property and/or services contributed by a Member to the Company shall be the value of that property, as mutually agreed by the contributing Member and the Company;

(b) The Fair Market Value of any item of Company property distributed to any Member shall be the value of such item of property on the date of distribution, as mutually agreed by the distributee Member and the Company;

1.31 “ Forfeiture Event ” is defined in Section 8.10 .

1.32 “ Friedman’s Draw ” is defined in Section 5.7 .

1.33 “ Indemnitees ” is defined in Section 11.1 .

1.34 “ Information Interest ” means, with respect to a Membership Interest, the right to receive information concerning the business and affairs of the Company as provided under the Act, except as limited by the provisions of this Agreement, but does not include any other rights of a Member, including the right to Vote in connection with the business and affairs of the Company or the right to participate in the management of the Company.

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1.35 “ Initial Members ” means those Persons whose names are set forth in the first paragraph of this Agreement. A reference to an Initial Member means any of the Initial Members.

1.36 “ Initiation ” is defined in Section 12.1 .

1.37 “ Involuntary Transfer ” means, with respect to any Membership Interest or any element thereof, any Transfer or Encumbrance, whether by operation of law, under court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee in bankruptcy, a receiver, or an assignee for the benefit of creditors.

1.38 “ Losses .” See “ Profits and Losses .”

1.39 “ Majority of the Members ” means a Member or Members whose Percentage Interest(s) represent more than fifty (50) percent of the cumulative Percentage Interests of all Members.

1.40 “ Manager ” means the Person named as such in Article II or the Person who from time to time succeeds any Person as Manager and who, in either case, is serving at the relevant time as Manager.

1.41 “ Marchlik’s Payment ” is defined in Section 5.7 .

1.42 “ Member ” means an Initial Member or a Person who otherwise acquires a Membership Interest, as permitted under this Agreement, and who remains a Member.

1.43 “ Membership Interest ” means a Member’s rights in the Company, collectively, including the Member’s Economic Interest, any right to Vote or participate in management, and any right to information concerning the business and affairs of the Company.

1.44 “ Membership Interest Certificates ” is defined in Section 7.9 .

1.45 “ Non-Defaulting Member ” is defined in Section 3.3 .

1.46 “ Notice ” means a written notice required or permitted under this Agreement A notice shall be deemed given or sent when deposited, as certified mail or for overnight delivery, postage and fees prepaid, in the United States mails; when delivered to Federal Express, United Parcel Service, DHL Worldwide Express, or Airborne Express, for overnight delivery, charges prepaid or charged to the sender’s account; when personally delivered to the recipient; when transmitted by electronic means, and such transmission is electronically confirmed as having been successfully transmitted; or when delivered to the home or office of a recipient in the care of a person whom the sender has reason to believe will promptly communicate the notice to the recipient.

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1.47 “ Noticing Member ” is defined in Section 8.1 .

1.48 “ Option Date ” is defined in Section 8.11 .

1.49 “ Order ” is defined in Section 8.19 .

1.50 “ Percentage Interest ” means the percentage of the total Membership Interests in the Company owned by a particular Member. As of the date of this Agreement, the respective Percentage Interests of the Members are as follows:


GAG #1	67.30188	%
Friedman	22.43396	%
Bankert	5.10588	%
GAG #2	3.15828	%
Marchlik	1.00000	%
Bloore	1.00000	%

As a result of and in order to account for certain financial obligations owed by GAG to certain former Members, GAG’s total Percentage Interest has been divided into two (2) separate Percentage Interests – GAG#1 and GAG#2.

1.51 “ Person ” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

1.52 “ Profits and Losses ” means, for each fiscal year or other period specified in this Agreement, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with IRC Section 703(a).

1.53 “ Proxy ” has the meaning set forth in the fast paragraph of Corporations Code Section 17001(a)(i). A Proxy may not be transmitted orally.

1.54 “ Purchasing Member(s) ” is defined in Section 8.11 .

1.55 “ Regulations ” (“ Reg ”) means the income tax regulations promulgated by the United States Department of the Treasury and published in the Federal Register for the purpose of interpreting and applying the provisions of the Code, as such regulations may be amended from time to time, including corresponding provisions of applicable successor regulations.

1.56 “ Remaining Members ” is defined in Section 8.1 .

1.57 “ Remaining Members’ Payment ” is defined in Section 5.7 .

1.58 “ Repurchase Event ” is defined in Section 8.8 .

1.59 “ Spousal Consent ” is defined in Section 8.13 .

1.60 “ Substituted Member ” is defined in Section 8.13 .

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1.61 “ Successor in Interest ” means an Assignee, a successor of a Person by merger or otherwise by operation of law, or a transferee of all or substantially all of the business or assets of a Person.

1.62 “ Transfer ,” “ Transfers ” or “ Transferred ” means, with respect to a Membership Interest or any element of a Membership Interest, any sale, assignment, gift, Involuntary Transfer, Encumbrance, or other disposition of such a Membership Interest or any element of such Membership Interest, directly or indirectly, other than an Encumbrance that is expressly permitted under this Agreement.

1.63 “ Triggering Event ” is defined in Section 8.9 .

1.64 “ Vote ” means a written consent or approval, a ballot cast at a meeting, or a voice vote.

1.65 “ Voting Interest ” means, with respect to a Membership Interest, the right to Vote in connection with the business and affairs of the Company and the right to participate in the management of the Company.

1.66 “ Withdrawal ” means (including “ Withdraw ” and similar word forms) means the voluntary withdrawal, retirement or resignation of a Member from the Company. A Member who Withdraws from the Company is referred to herein as a “ Withdrawing Member .”

ARTICLE II - ARTICLES OF ORGANIZATION

2.1 The Members have caused the Articles of Organization of the Company to be executed and filed with the Office of the California Secretary of State in accordance with the terms of the Act.

2.2 The name of the Company shall be GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC.

2.3 The principal executive office of the Company shall be at 6330 Varlet Avenue, Suite 100, Woodland Hills, California 91367, or such other place or places as may be determined by the Members from time to time.

2.4 The initial agent for service of process on the Company shall be David Adelman, Esq. of Greenberg & Bass LLP, 16000 Ventura Boulevard, Suite 1000, Encino, California 91436. A Majority of the Members may from time to time change the Company’s agent for service of process.

2.5 The purpose of the Company is to perform retail and industrial appraisal services as well as other financial services. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section.

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2.6 The term of existence of the Company shall commence on the effective date of filing of the Articles of Organization with the California Secretary of State and shall continue until terminated by the provisions of this Agreement or as provided by law.

2.7 The Manager of the Company shall be Lester Friedman.

2.8 The Company hereby ratifies, confirms and consents to the actions of the organizer named in the Articles of Organization (the “ Organizer ”) and hereby agrees to release said Organizer from all liability which may result from or in connection with the organization of the Company and all actions taken incident thereto.

ARTICLE III - CAPITALIZATION

3.1 Each Member has contributed or shall contribute, as the case may be, to the capital of the Company as the Member’s Capital Contribution the money, services and/or property specified in Exhibit 3.1 to this Agreement (the “ Initial Capital Contribution ”). The Fair Market Value of each item of contributed property or services as agreed between the Company and the Member contributing such property or services is set forth in Exhibit 3.1 . If a Member fails to make the Initial Capital Contribution within thirty (30) days after the Effective Date, that Member’s entire Membership Interest shall terminate and that Member shall indemnify and hold the Company and the other Members harmless from any loss, cost or expense, including reasonable attorneys’ fees, caused by the failure to make such Initial Capital Contribution. In such case, the Percentage Interests of the Members shall be adjusted accordingly.

3.2 A Majority of the Members may determine from time to time that Capital Contributions in addition to the Members’ Initial Capital Contributions are required to enable the Company to conduct its business (individually, an “ Additional Capital Contribution ” and collectively, the “ Additional Capital Contributions ”). On making such a determination, the Manager shall give written notice to all Members at least thirty (30) days prior to the date upon which an Additional Capital Contribution must be made (the “ Capital Call Notice ”). The Capital Call Notice shall set forth the total amount of the Additional Capital Contribution required from all Members, the specific Additional Capital Contribution required of each Member (as based upon each Member’s Percentage Interest), the purpose for which the Additional Capital Contribution is needed and the date by which the Additional Capital Contribution must be made. The obligation of each Member to make Additional Capital Contributions as required by a Majority of the Members is mandatory. No Member may voluntarily make an Additional Capital Contribution.

3.3 In the event a Member fails to make an Additional Capital Contribution on the date when upon which it is required to be made as specified in the Capital Call Notice, the Member failing to make such required Capital Contribution (the “ Defaulting Member ”) shall be deemed to be in breach of his obligations under this Agreement. Thereafter, should the Defaulting Member fail to make such Additional Capital Contribution within ten (10) days of the date of the Company’s written notice of default to the Defaulting Member, the Defaulting Member shall be in default of his obligations under this Agreement, at which time the Defaulting Member’s entire Membership Interest shall terminate and the Defaulting Member shall

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indemnify and hold the Company and the other Members harmless from any loss, cost or expense, including reasonable attorneys’ fees, caused by the failure to make such Additional Capital Contribution. In such case, the Percentage Interests of the Members shall be adjusted accordingly on a pro-rata basis.

3.4 An individual Capital Account shall be maintained for each Member consisting of that Member’s Capital Contribution, as (1) increased by that Member’s share of Profits, (2) decreased by that Member’s share of Losses and Company expenses, and (3) adjusted as required in accordance with applicable provisions of the Code and the Regulations.

3.5 A Member shall not be entitled to Withdraw any part of the Member’s Capital Contribution or to receive any distributions, whether of money or property, from the Company, except as otherwise provided in this Agreement.

3.6 No interest shall be paid on Capital Contributions or on the balance of a Member’s Capital Account.

3.7 A Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act or in this Agreement.

3.8 Except as otherwise set forth in this Agreement, no Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, credits, or items thereof. Notwithstanding the foregoing, in the event that GAG should ever pledge or otherwise encumber any of its assets on behalf of, for the benefit of or in furtherance of the business of the Company, GAG shall be entitled to a priority distribution on no less than a quarterly basis (before the Company makes distributions to any of the Members, including any distributions to GAG in its capacity as a Member, to which it shall remain entitled irrespective of any such priority distribution) in an amount which would represent a reasonable return on investment of the amount so pledged or otherwise encumbered were GAG free to invest such assets; provided, however, in no event shall such amount be less than that which would correlate to an annual return of ten percent (10%).

3.9 If any Economic Interest (or portion thereof) is transferred, the transferee of such Economic Interest (or portion thereof) shall succeed to the transferor’s Capital Account attributable to such interest (or portion thereof).

3.10 Notwithstanding any provisions to the contrary set forth herein, in the event a Majority of the Members determines that it is in the best interests of the Company to borrow funds, and so desire to borrow such funds from any Member, such loan(s) shall be on commercially reasonable terms and shall have a priority return as set forth in Section 4.5 .

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Except as otherwise set forth in this Agreement, the Profits and Losses of the Company and all items of Company income, gain, loss, deduction or credit shall be allocated, for Company book purposes and for tax purposes, to the Members in accordance with their respective Percentage Interests.

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4.2 If any Member unexpectedly receives any adjustment, allocation or distribution described in Reg sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company gross income and gain shall be specially allocated to that Member in an amount and manner sufficient to eliminate any deficit balance in the Member’s Capital Account created by such adjustment, allocation or distribution as quickly as possible. Any special allocation under this Section 4.2 shall be taken into account in computing subsequent allocations of Profits and Losses so that the net amount of allocations of income and loss and all other items shall, to the extent possible, be equal to the net amount that would have been allocated if the unexpected adjustment, allocation or distribution had not occurred. The provisions of this Section 4.2 and the other provisions of this Agreement relating to the maintenance of the Capital Accounts are intended to comply with Reg sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations.

4.3 Any unrealized appreciation or unrealized depreciation in the values of Company property distributed in kind to Members shall be deemed to be Profits or Losses realized by the Company immediately prior to the distribution of the property and such Profits or Losses shall be allocated to the Capital Accounts in the same proportions as Profits are allocated under Section 4.1 . Any property so distributed shall be treated as a distribution to the Members to the extent of the Fair Market Value of the property, less the amount of any liability secured by and related to the property. Nothing contained in this Agreement is intended to treat or cause such distributions to be treated as sales for value. For the purposes of this Section 4.3 , “unrealized appreciation” or “unrealized depreciation” shall mean the difference between the Fair Market Value of such property and the Company’s basis for such property.

4.4 In the case of a Transfer of an Economic Interest during any fiscal year of the Company, the Assigning Member and Assignee shall each be allocated Profits or Losses based on the number of days each held the Economic Interest during that fiscal year.

4.5 Except as otherwise set forth in this Agreement and subject thereto, including, without limitation, Section 3.7 , all net income resulting from the normal business operations of the Company and from a Capital Event (to the extent the Company’s cash on hand exceeds its current and anticipated financial needs, as may be determined by a Majority of the Members from time to time in its sole and absolute discretion) after taxes (“ After Tax Income ”) shall be distributed to the Members all at such times and in such amounts as a Majority of the Members may agree in the following priority:

(a) first, in the repayment of any obligation owed to GAG pursuant to the provisions of Section 3.7 ;

(b) second, in the repayment of any loans by any Member to the Company made in accordance with this Agreement;

4.6 If the proceeds from a sale or other disposition of an item of Company property consist of property other than cash, the value of that property shall be as determined by a Majority of the Members. If such non-cash proceeds are subsequently reduced to cash, such cash shall be distributed to each Member in accordance with Section 4.5 .

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4.7 Notwithstanding any other provisions of this Agreement to the contrary, when there is a distribution in liquidation of the Company or when any Member’s interest is liquidated, all items of income and loss first shall be allocated to the Members’ Capital Accounts under this Article IV , and other credits and deductions to the Members’ Capital Accounts shall be made, before the final distribution is made. The final distribution to the Members shall be made to the Members to the extent of and in proportion to their positive Capital Account balances.

ARTICLE V - MANAGEMENT

5.1 The day-to-day business and operations of the Company shall be managed by the Manager named in Section 2.7 or a successor Manager selected in the manner provided in Section 5.3 . Except as otherwise set forth in this Agreement, all other decisions concerning the management of the Company’s business and operations shall be made by a Majority of the Members, except in such instances where the Act mandates otherwise.

5.2 The Manager named in Section 2.7 shall serve until the earlier of:

(a) the occurrence of a Repurchase Event with respect to the Manager;

(b) the occurrence of a Triggering Event with respect to the Manager;

(d) the Manager’s removal by a Majority of the Members;

(e) or the expiration of the Manager’s term as Manager, if a term has been designated by a Majority of the Members.

A new Manager shall be appointed by a Majority of the Members on the occurrence of any of the preceding events.

5.3 The new Manager shall be appointed by a Majority of the Members for either a term expiring with the appointment of a successor or a term expiring at a definite time specified by a Majority of the Members in connection with such an appointment. A new Manager who is not also a Member may be removed with or without cause at any time by a Majority of the Members. A new Manager who is a Member may be removed only by a Majority of the Members and the execution and filing of a Certificate of Amendment of the Articles of Organization of the Company in conformity with the Act, if necessary, to provide that the Company is to be managed by its Members.

5.4 The Manager shall have the powers and duties described in this Article and such other powers and duties as may be prescribed in this Agreement or by a Majority of the Members. Notwithstanding the foregoing, the Manager shall not take any of the following actions on behalf of the Company unless a Majority of the Members has consented to the taking of such action (unless otherwise mandated by the Act):

(a) Any act that would make it impossible to carry on the ordinary business of the Company;

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(b) Any confession of a judgment against the Company;

(d) The disposition of all or a substantial part of the Company’s assets not in the ordinary course of business;

(e) The incurring of any debt not in the ordinary course of business;

(f) A change in the nature of the principal business of the Company;

(g) The incurring of any contractual obligation (other than in connection with the Company’s provision of its services to a client) or the making of any capital expenditure with a total cost of more than $10,000.00;

(h) The filing of a petition in bankruptcy or the entering into of an arrangement among creditors;

(i) The entering into, on behalf of the Company, of any transaction which constitutes a “ reorganization ” within the meaning of the Act; and

(j) The Company’s purchase of a Membership Interest pursuant to Section 8.1 .

5.5 The Manager shall devote such time to the conduct of the business of the Company as a Majority of the Members deems necessary from time to time.

5.6 The Manager shall not be entitled to compensation for the Manager’s services unless so determined by the Vote of a Majority of the Members. The Manager shall be entitled to reimbursement for all expenses reasonably incurred by the Manager in the performance of the Manager’s duties. Reimbursement for any expense in excess of $250.00 must be approved by a Majority of the Members.

5.7 A Majority of the Members may provide for officers of the Company and shall establish the powers and duties and the compensation of all such officers. In accordance with the foregoing, the Members hereby agree that (a) Bankert, as Chief Operating Officer of the Company, shall be entitled to receive annual compensation in the amount of $200,000.00 (“ Bankert’s Payment ”), (b) Marchlik, as Executive Vice President, Western Region Client Relations of the Company, shall be entitled to receive annual compensation in the amount of $175,000.00 (“ Marchlik’s Payment ”), (c) Bloore, as Executive Managing Director of the Company, shall be entitled to receive annual compensation in the amount of $175,000.00 (“ Bloore’s Payment ”), and (d) Friedman, as Chief Executive Officer of the Company, shall be entitled to receive an annual “draw” of $200,000.00 (“ Friedman’s Draw ”) to be reconciled at year’s end against Friedman’s Distribution (as that term is defined in Exhibit 4.5 ), with Bankert’s Payment, Marchlik’s Payment, Bloore’s Payment and Friedman’s Draw to be payable ONLY

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from the Company’s After Tax Income. Bankert’s Payment, Marchlik’s Payment, Bloore’s Payment and Friedman’s Draw shall be paid by the Company to Bankert, Marchlik, Bloore and Friedman, respectively, prior to making any distributions to the Members pursuant to the provisions of Section 4.5(c) . In the event that Friedman’s Draw exceeds the amount payable to Friedman pursuant to Section 4.5(c) for any particular year, Friedman shall be responsible to repay to the Company any such excess, in the manner determined by a Vote of a Majority of the Members. Bankert’s Payment, Marchlik’s Payment, Bloore’s Payment and/or Friedman’s Draw may be changed or otherwise adjusted from time-to-time by the Vote of a Majority of the Members, in their sole and absolute discretion; provided, however, that Marchlik’s Payment shall be increased to $200,000.00 effective January 1, 2009, and Bloore’s Payment shall be increased to $200,000.00 effective January 1, 2009. Bankert, in consideration for Bankert’s Payment, Marchlik, in consideration for Marchlik’s Payment, Bloore, in consideration for Bloore’s Payment and Friedman, in consideration for Friedman’s Draw, each agree (a) to remain active in the business of the Company on a full-time basis, (b) to devote his reasonable best efforts and abilities in rendering services to the Company in a competent and professional manner, and (c) to comply with and observe all lawful policies and directives which may be promulgated from time to time by the Company. Friedman, Bankert, Marchlik and Bloore each hereby represent and warrant that he has no other outstanding commitments inconsistent with any of the aforementioned requirements. Friedman, Bankert, Marchlik and Bloore each hereby acknowledge and agree that his failure to fulfill any of the obligations imposed upon him pursuant to any of the foregoing items (a), (b) and/or (c) may result in an adjustment of Bankert’s Payment, Marchlik’s Payment, Bloore’s Payment and/or Friedman’s Draw, as the case may be. Friedman, Bankert, Marchlik and Bloore each hereby further acknowledge and agree that his failure to fulfill any of the obligations imposed upon him pursuant to foregoing item (a) may result in a Triggering Event with regard to his Membership Interest.

5.8 All assets of the Company, whether real or personal, shall be held in the name of the Company.

5.9 All funds of the Company shall be deposited in one or more accounts with one or more recognized financial institutions in the name of the Company, at such locations as shall be determined by a Majority of the Members. Withdrawal from such accounts shall require the signature of such person or persons as a Majority of the Members may designate.

5.10 A Majority of the Members shall have the power to establish and maintain cash reserves for the Company in such amounts as they may determine are necessary or desirable.

ARTICLE VI - ACCOUNTS AND RECORDS

6.1 Complete books of account of the Company’s business, in which each Company transaction shall be fully and accurately entered, shall be kept at the Company’s principal executive office and at such other locations as the Manager shall determine from time to time and shall be open to inspection and copying on reasonable Notice by any Member or the Member’s authorized representatives during normal business hours. The costs of such inspection and copying shall be borne by the Member.

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6.2 Financial books and records of the Company shall be kept on the accrual method of accounting, which shall be the method of accounting followed by the Company for federal income tax purposes. Such books and records shall be reviewed by an independent certified public accountant annually. The financial statements of the Company shall be prepared in accordance with generally accepted accounting principles and shall be appropriate and adequate for the Company’s business and for carrying out the provisions of this Agreement. The fiscal year of the Company shall be January 1 through December 31.

6.3 At all times during the term of existence of the Company, and beyond that term if the Manager deem it necessary, the Manager shall keep or cause to be kept the books of account referred to in Section 6.2 , together with:

(a) A current list of the full name and last known business or residence address of each Member, together with the Capital Contribution and the share in Profits and Losses of each Member;

(b) A copy of the Articles of Organization, as amended;

(c) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the seven (7) most recent taxable years;

(d) An original executed copy or counterparts of this Agreement, as amended;

(e) Any powers of attorney under which the Articles of Organization or any amendments to said articles were executed;

(f) Financial statements of the Company for the seven (7) most recent fiscal years; and

(g) The books and records of the Company as they relate to the Company’s internal affairs for the current and past seven (7) fiscal years.

6.4 Within ninety (90) days after the end of each taxable year of the Company, the Company shall send to each of the Members all information necessary for the Members to complete their federal and state income tax or information returns and a copy of the Company’s federal, state, and local income tax or information returns for such year.

ARTICLE VII - MEMBERS AND VOTING

7.1 There shall be only one class of Membership and no Member shall have any rights or preferences in addition to or different from those possessed by any other Member. Each Member shall Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with Section 7.2 . Any action that may or that must be taken by the Members shall be by a Majority of the Members, including the following actions:

(a) a decision to continue the business of the Company after any event mentioned in Article IX ;

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(b) the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company;

(d) a compromise of the obligation of a Member to make a Capital Contribution;

(e) admission of a new Member and his required Capital Contribution;

(f) a decision with respect to the return of a Capital Contribution or to make monetary distributions to the Members, and the amounts thereof;

(g) and a decision to authorize and/or issue additional classes of Membership.

For matters with respect to which all Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement or mandated by the Act).

7.2 The record date for determining the Members entitled to receive Notice of any Meeting, to Vote, to receive any distribution or to exercise any right in respect of any other lawful action shall be the date set by a Majority of the Members; provided that such record date shall not be more than sixty (60), or less than ten (10), calendar days prior to the date of the Meeting, and not more than sixty (60) calendar days prior to any other action. In the absence of any action setting a record date, the record date shall be determined in accordance with California Corporations Code Section 17104(k).

7.3 Meetings of the Members may be called at any time by any Member or the Manager for the purpose of addressing any matters on which the Members are entitled to Vote. Meetings of the Members may be held at the principal executive office of the Company or at such other location as may be designated by the Manager. Following the call of any meeting, the Manager shall give Notice of the meeting not less than ten (10), or more than sixty (60), calendar days prior to the date of the meeting to all of the Members entitled to Vote at the meeting. The Notice shall state the place, date and hour of the meeting and the general nature of business to be transacted at the meeting. No other business may be transacted at the meeting. A quorum at any meeting of Members shall consist of a Majority of the Members, represented in person or by Proxy.

7.4 A meeting of Members at which a quorum is present may be adjourned to another time or place and any business which might have been transacted at the original meeting may be transacted at the adjourned meeting. If a quorum is not present at an original meeting, that meeting may be adjourned by the Vote of a Majority of Interests represented either in person, by telephone or by Proxy. Notice of the adjourned meeting need not be given to Members entitled to Notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless (a) the adjournment is for more than forty-five (45) days, or (b) after the adjournment, a new record date is fixed for the adjourned meeting. In the situations described in clauses (a) and (b), Notice of the adjourned meeting shall be given to each Member of record entitled to Vote at the adjourned meeting.

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7.5 The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though consummated at a meeting duly held after regular call and notice, if (a) a quorum is present at that meeting, either in person, by telephone or by Proxy, and (b) either before or after the meeting, each of the Members entitled to Vote, not present in person, by telephone or by Proxy, signs either a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting. Attendance of a Member at a meeting shall constitute waiver of notice, unless that Member (who must be a Member entitled to Vote at such meeting) objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be described in the notice of the meeting and not so included, if the objection is expressly made at the meeting.

7.6 Members may participate in a meeting through use of conference telephone or similar communications equipment, provided that all Members participating in such meeting can hear one another. Such participation shall be deemed attendance at the meeting.

7.7 Any action that may be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum number of Votes that would be necessary to authorize or take that action a meeting at which all Members entitled to Vote thereon were present and voted. If the Members are requested to consent to a matter without a meeting, each Member shall be given notice of the matter to be voted upon in the manner described in this Article. Any action taken without a meeting shall be effective when the required minimum number of Votes have been received. Prompt Notice of the action taken shall be given to all Members who have not consented to the action. After having received the above-referenced notice and prior to taking any action without a meeting, all of the Members shall make commercially reasonable efforts to discuss together such action through use of conference telephone or similar communications equipment.

7.8 At all meetings, a Member may Vote in person, by telephone or by Proxy. A Proxy may not be transmitted orally. Such Proxy shall be filed with any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Member at the principal executive office of the Company or such other address as may be given by the Manager to the Members for such purposes.

7.9 The Company may, but shall not be required, to issue certificates evidencing Membership Interests (“ Membership Interest Certificates ”) to Members of the Company. Once Membership Interest Certificates have been issued, they shall continue to be issued as necessary to reflect current Membership Interests held by Members. Membership Interest Certificates shall be in such form as may be approved by the Members, shall be manually signed by the Members, and shall bear conspicuous legends evidencing the restrictions on transfer and the purchase rights of the Company and Members. All issuances, reissuances, exchanges, and other transactions in Membership Interests involving Members shall be recorded in a permanent ledger as part of the books and Records of the Company.

7.10 No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or

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execute any instrument on behalf of the Company. Accordingly, each Member shall indemnify, defend, and hold harmless each other Member and the Company from and against any and all loss, cost, expense, liability, or damage arising from or out of any claim based on any action by such Member in contravention of the first sentence of this Section.

7.11 A Person may acquire a Membership Interest from the Company and be admitted as a new Member only by a Majority of the Members and upon that Person also becoming a party to this Agreement. The Capital Contribution required to acquire a Membership Interest also shall be established by a Majority of the Members. The acquisition of a Membership Interest from the Company by a Person may result in the reduction of the Percentage Interests of all Members.

7.12 Subject to the terms and conditions set forth in this Section, on January 1, 2010, the Percentage Interests of GAG, Friedman, Marchlik and Bloore shall be subject to adjustment as follows: (a) Marchlik’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Friedman’s Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase; and (b) Bloore’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Friedman’s Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase. For example, if all adjustments were to be made, the respective Percentage Interests of the Members effective January 1, 2010 would be as follows:


GAG #1	65.93866	%
Friedman	21.79718	%
Bankert	5.10588	%
GAG #2	3.15828	%
Marchlik	2.00000	%
Bloore	2.00000	%

The adjustment of Marchlik’s Percentage Interest shall be independent of Bloore’s Percentage Interest. Neither Marchlik nor Bloore shall be entitled to such adjustment of his Percentage Interest if at the time such adjustment is to become effective he (a) is not a Member of the Company, (b) is not an employee of the Company, (c) is in breach of any of his representations, warranties, covenants or agreements set forth in this Agreement (including but not limited to those contained in Section 5.7 ), (d) would be subject to a Repurchase Event, (e) would be subject to a Triggering Event, or (f) would be subject to a Forfeiture Event. Neither the Company nor any Member shall be required to provide the Company and/or any Member with advance Notice of this adjustment. Neither Marchlik nor Bloore shall be required to make any payment(s) to GAG and/or Friedman in connection with such adjustment.

7.13 Subject to the terms and conditions set forth in this Section, on January 1, 2011, the Percentage Interests of GAG, Friedman, Marchlik and Bloore shall be subject to adjustment as follows: (a) Marchlik’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Friedman’s Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase; and (b) Bloore’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Friedman’s Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase. For example, if all adjustments were to be made, the respective Percentage Interests of the Members effective January 1, 2011 would be as follows:


GAG #1	64.56956	%
Friedman	21.16628	%
Bankert	5.10588	%
GAG #2	3.15828	%
Marchlik	3.00000	%
Bloore	3.00000	%

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The adjustment of Marchlik’s Percentage Interest shall be independent of the adjustment of Bloore’s Percentage Interest. Neither Marchlik nor Bloore shall be entitled to such adjustment of his Percentage Interest if at the time such adjustment is to become effective he (a) is not a Member of the Company, (b) is not an employee of the Company, (c) is in breach of any of his representations, warranties, covenants or agreements set forth in this Agreement (including but not limited to those contained in Section 5.7 ), (d) would be subject to a Repurchase Event, (e) would be subject to a Triggering Event, (f) would be subject to a Forfeiture Event, or (g) did not qualify for the Percentage Interest adjustment set forth in Section 7.12 . Neither the Company nor any Member shall be required to provide the Company and/or any Member with advance Notice of this adjustment. Neither Marchlik nor Bloore shall be required to make any payment(s) to GAG and/or Friedman in connection with such adjustment.

7.14 If at any time prior to January 1, 2011 there is a sale of all or substantially all of the assets of the Company, a sale of all or substantially all of the Membership Interests, or a merger or consolidation involving the Company in which the Company is not the surviving entity, then immediately prior to the consummation of any such transaction the Percentage Interests of Friedman, Marchlik and Bloore shall be subject to adjustment as follows: (a) Marchlik’s Percentage Interest shall be increased to a total of three percent (3%), with Friedman’s Percentage Interest being decreased to account for such increase; and (b) Bloore’s Percentage Interest shall be increased to a total of three percent (3%), with Friedman’s Percentage Interest being decreased to account for such increase. Neither Marchlik nor Bloore shall be entitled to such adjustment of his Percentage Interest if at the time such adjustment is to become effective he (u) is not a Member of the Company, (v) is not an employee of the Company, (w) is in breach of any of his representations, warranties, covenants or agreements set forth in this Agreement (including but not limited to those contained in Section 5.7 ), (x) would be subject to a Repurchase Event, (y) would be subject to a Triggering Event, or (z) would be subject to a Forfeiture Event. Neither the Company nor any Member shall be required to provide the Company and/or any Member with advance Notice of this adjustment. Neither Marchlik nor Bloore shall be required to make any payment(s) to Friedman in connection with such adjustment.

ARTICLE VIII - TRANSFERS OF MEMBERSHIP INTERESTS

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Member wishing to Transfer its Membership Interest), (c) if not so purchased by GAG, then third to Friedman (unless Friedman is the Member wishing to Transfer his Membership Interest), (d) if not so purchased by Friedman, then fourth to Bankert (unless Bankert is the Member wishing to Transfer his Membership Interest), (e) if not so purchased by Bankert, then fifth to Marchlik and Bloom in equal parts (unless (i) Marchlik is the Member wishing to Transfer his Membership Interest or Marchlik elects not to purchase, then to Bloore alone, or (ii) Bloore is the Member wishing to Transfer his Membership Interest or Bloore elects not to purchase, then to Marchlik alone), and (f) if not so purchased by Marchlik and/or Bloore, then lastly to all Members (including GAG, Friedman, Bankert, Marchlik and Bloore, unless he or it is the Member wishing to Transfer his Membership Interest) on a pro-rata basis, all in accordance with the provisions of Section 8.2 . Neither GAG, Friedman, Bankert, Marchlik, Bloore nor any other Member shall be entitled to this right of purchase under subsections (b) through (g) above unless it or he is a Member at the time.

(i) Upon receipt of such Notice from a Noticing Member, the Company shall have seven (7) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. The Company shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 .

(ii) In the event the Company elects not to purchase such Membership Interest and GAG is not the Member wishing to Transfer his Membership Interest, then GAG shall have an additional seven (7) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. GAG shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 .

(iii) In the event GAG elects not to purchase such Membership Interest and Friedman is not the Member wishing to Transfer his Membership Interest, then Friedman shall have an additional seven (7) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Friedman shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 .

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(iv) In the event Friedman elects not to purchase such Membership Interest and Bankert is not the Member wishing to Transfer his Membership Interest, then Bankert shall have an additional seven (7) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Bankert shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 .

(v) In the event Bankert elects not to purchase such Membership Interest and neither Marchlik nor Bloore is the Member wishing to Transfer his Membership Interest, then Marchlik and Bloore shall each have an additional seven (7) days within which to elect to purchase such one-half ( ¹ / 2 ) of the Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Marchlik and Bloore shall each have the right to purchase one-half ( ¹ / 2 ) of such Membership Interest either (a) at one-half ( ¹ / 2 ) the price and upon the terms specified in the Notice, or (b) in the case of an Encumbrance, at one-half ( ¹ / 2 ) the price and upon the terms determined in the same manner as is provided in Section 8.11 .

(vi) In the event Marchlik elects not to purchase one-half ( ¹ / 2 ) of such Membership Interest and Bloore has elected to purchase one-half ( ¹ / 2 ) of such Membership Interest and is not the Member wishing to Transfer his Membership Interest, then Bloore shall have an additional seven (7) days within which to elect to purchase the one-half ( ¹ / 2 ) of such Membership Interest previously offered to Marchlik by providing Notice of such election to the Noticing Member and the Remaining Members. Bloore shall have the right to purchase the one-half ( ¹ / 2 ) of such Membership Interest previously offered to Marchlik either (a) at one-half ( ¹ / 2 ) the price and upon the terms specified in the Notice, or (b) in the case of an Encumbrance, at one-half ( ¹ / 2 ) the price and upon the terms determined in the same manner as is provided in Section 8.11 .

(vii) In the event Bloore elects not to purchase one-half ( ¹ / 2 ) of such Membership Interest and Marchlik has elected to purchase one-half ( ¹ / 2 ) of such Membership Interest and is not the Member wishing to Transfer his Membership Interest, then Marchlik shall have an additional seven (7) days within which to elect to purchase the one-half ( ¹ / 2 ) of such Membership Interest previously offered to Bloore by providing Notice of such election to the Noticing Member and the Remaining Members. Marchlik shall have the right to purchase the one-half ( ¹ / 2 ) of such Membership Interest previously offered to Bloore either (a) at one-half ( ¹ / 2 ) the price and upon the terms specified in the Notice, or (b) in the case of an Encumbrance, at one-half ( ¹ / 2 ) the price and upon the terms determined in the same manner as is provided in Section 8.11 .

(viii) In the event neither GAG, Friedman, Bankert, Marchlik nor Bloore elects to purchase such Membership Interests, then some or all of the Remaining Members, as the case may be, shall have an additional seven (7) days within which to elect to purchase such Membership Interest on a pro-rata basis by providing Notice of such election to the Noticing Member and the Remaining Members. Some or all of the Remaining Members, as the case may be, shall have the right to purchase such Membership Interest on a pro-rata basis either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 .

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Unless the entire Membership Interest which is the subject of the Transfer is purchased by the Company and/or the Remaining Members, then all of such Membership Interest may be transferred at any time within one hundred fifty (150) days from the date of the initial Notice of the Transfer to the person specified in such Notice at the price and terms specified in such Notice.

8.3 If the Company or the Remaining Members become aware of a Transfer by a Member of any Membership Interest, when no actual offer has been made to the Company and the Remaining Members as required above, then on the day that the Company or the Remaining Members become aware of such Transfer, the Company and the Remaining Members shall be deemed to have received an offer to sell the Membership Interest of that Member pursuant to Section 8.1 .

8.4 Except as expressly provided in this Agreement, a Member shall not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless a Majority of the Members approve the transferee’s admission to the Company as a Member upon such Transfer and the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred in the preceding twelve (12) months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless such Encumbrance has been approved in writing by a Majority of the Members. Such approval may be granted or withheld in the sole discretion of a Majority of the Members. Any Transfer, including, without limitation, any Encumbrance, of a Membership Interest without such approval shall be void.

8.5 Upon the marriage of a Member, the new spouse of the Member shall not acquire any Membership Interest in the Company, by community property or otherwise, and such Membership Interest shall remain the sole and separate property of the Member. Any attempt to transfer such Membership Interest to the spouse or to change the character of the Membership Interest to community property is prohibited and shall be of no force or effect.

8.6 Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue; provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in such Membership Interest, and continues to be active in the Company’s business. A transfer of a Member’s entire beneficial interest in such trust or failure to retain such Voting Interest shall be deemed a Transfer of a Membership Interest.

8.7 A Member may Withdraw from the Company at any time by giving Notice of Withdrawal to all other Members at least sixty (60) calendar days before the effective date of Withdrawal. Withdrawal shall not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of Withdrawal. Except as otherwise set forth in this Agreement, a Withdrawing Member shall divest himself of his entire Membership Interest before the effective date of Withdrawal in accordance with the transfer restrictions and purchase option rights set forth in this Article.

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8.8 On the happening of any of the following events (the “ Repurchase Events ”) with respect to a Member, the Company or the other Members shall be required to purchase the entire Membership Interest of such Member in accordance with the provisions of Section 8.1 and Section 8.2 at the price and on the terms provided in Section 8.11 :

(a) the death of a Member;

(b) the disability of a Member such that the Member is no longer able to participate in the business of the Company (which shall be presumed if, due to a disability, the Member is unable to participate in the business of the Company for a period of one hundred eighty (180) consecutive days or for a total of two hundred seventy (270) days in any three hundred sixty five (365) day period) and such disability is confirmed by a medical professional selected by the Company in its sole and absolute discretion; or

Each Member shall promptly give Notice of a Repurchase Event to all other Members.

8.9 On the happening of any of the following events (the “ Triggering Events ”) with respect to a Member, the Company or the other Members shall have the option to purchase all or any portion of the Membership Interest of such Member in accordance with the provisions of Section 8.1 and Section 8.2 at the price and on the terms provided in Section 8.11 :

(a) the Withdrawal of a Member;

(b) the voluntary resignation or retirement of a Member who is active in the business of the Company or the failure of such a Member to otherwise remain active in the business of the Company on a full-time basis;

(d) except as may otherwise be set forth in this Agreement, the termination of a Member’s affiliation in any capacity with the Company and/or GAG for any reason whatsoever, whether voluntary or involuntary; or

(e) except as specifically set forth in this Agreement, the occurrence of any other event that is, or that would cause, a Transfer in contravention of this Agreement.

Each Member shall promptly give Notice of a Triggering Event to all other Members.

8.10 Notwithstanding anything to the contrary set forth in this Agreement, on the happening of any of the following events (the “ Forfeiture Events ”) with respect to a Member, such Member’s entire Membership Interest shall terminate (without compensation therefor, to the extent permitted by law) and such Member shall indemnify and hold the Company and the other Members harmless from any loss, cost or expense, including reasonable attorneys’ fees, related to such Forfeiture Event:

(a) the Member’s material breach of any of the provisions of this Agreement which has a direct, substantial and adverse effect on the Company or the other Members (provided, however, a Member shall be given written notice of such breach and three (3) business days after its receipt of such notice within which to remedy such breach to the satisfaction of the other Members if such breach is of a monetary nature or ten (10) business days after its receipt of such notice within which to remedy such breach to the satisfaction of the other Members if such breach is of a non-monetary nature);

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(b) the Member’s conviction of a felony or any crime of moral turpitude involving his management of, or involvement in, the affairs of the Company, or his rendering of advice or consultation with respect thereto, or which relates to the Company, its properties, business or affairs; or

(c) a material act of dishonesty by the Member involving his management of, or involvement in, the affairs of the Company, or his rendering of advice or consultation with respect thereto, or which relates to the Company, its properties, business or affairs.

8.11 In the event of a situation described in this Article VIII and the Company and/or the other Members have the option or the obligation to purchase the Membership Interest, then the purchase price of the Membership Interest that is the subject of such option or obligation shall be the Fair Market Value of such Membership Interest as determined under this Section, which Fair Market Value shall be computed as follows:

(a) The Fair Market Value of the Membership Interest shall be equal to the Fair Market Value of the Company times the Percentage Interest being sold.

(b) The Members may, but shall not be required, to meet once annually on the anniversary of the Effective Date to determine the Fair Market Value of the Company applicable during the next twelve (12) month period. Each of the Members shall use his best efforts to mutually agree on such Fair Market Value. Such determination must be agreed upon unanimously by the Members. If, at the time an option or obligation to purchase a Membership Interest arises, the Members have not established or have been unable to agree upon a Fair Market Value for the Company, then the Members shall meet again to determine a Fair Market Value for the Company and, again, each of the Members shall use his best efforts to mutually agree on such Fair Market Value. If the Members still cannot agree upon such Fair Market Value within thirty (30) days of the date on which the option is first exercisable or the obligation becomes ripe (collectively, the “ Option Date ”), the Member whose Membership Interest is the subject of the Transfer shall appoint, within twenty (20) days of the Option Date, one appraiser, and the Company or the other Members, as the case may be, shall appoint within twenty (20) days of the Option Date, one appraiser. The two (2) appraisers so appointed then shall, within a period of five (5) additional days, agree upon and appoint a third appraiser. The three (3) appraisers shall, within sixty (60) days after the appointment of the third appraiser, determine the Fair Market Value of the Company in writing and submit their report to all the parties. The Fair Market Value shall be determined by disregarding the appraiser’s valuation that differs to the greatest extent from each of the other two (2) appraisers’ valuations, and the arithmetic mean of the remaining two (2) appraisers’ valuations shall be the Fair Market Value. Each party shall pay for the services of the appraiser selected by it, plus one-half ( ¹ / 2 ) of the fee charged by the third appraiser.

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(c) With respect to the purchase price for the Membership Interest arrived at pursuant to this Section 8.11 , the Company or the purchaser of the Membership Interest (the “ Purchasing Member(s )”), as the case maybe, shall be permitted to pay twenty-five percent (25%) of the purchase price in cash upon acceptance of an offer or determination of value of the Membership Interest. The balance of the purchase price shall be due and payable within thirty (30) days thereafter; subject, however, to any agreements for payment that may be reached the Member whose Membership Interest is the subject of the Transfer the Company and/or the Purchasing Member(s), as the case may be (it being understood by the Company and the Members that neither the Company nor any of the Members is obligated to enter into any such agreement).

8.12 Although a Member’s spouse may have a community property interest in the Member’s interest, the Member’s spouse is not a Member and such spouse shall have no Economic Interest, Information Interest, Voting Interest or any other interest other than a community property interest and shall not have the right to participate in the Company’s activities, unless and until the Member’s interest is transferred to the Member’s spouse, and the foregoing events occurring to a Member’s spouse (but not to a Member) shall not constitute a Withdrawal of a Member or result in a Repurchase Event or a Triggering Event.

8.13 Except as specifically set forth in this Agreement, a prospective transferee (other than an existing Member) of a Membership Interest may be admitted as a Member with respect to such Membership Interest (“ Substituted Member ”) only (a) upon a Vote of a Majority of the Members, (b) upon such prospective transferee executing a counterpart of this Agreement as a party hereto; and (c) if the prospective transferee is a natural person, upon such prospective transferee causing his spouse to execute a “ Spousal Consent ” in the form attached to this Agreement. Any prospective transferee of a Membership Interest shall be deemed an Assignee and, therefore, the owner of only an Economic Interest until such prospective transferee has been admitted as a Substituted Member. Except as otherwise permitted in the Act, any such Assignee shall be entitled only to receive allocations and distributions under this Agreement with respect to such Membership Interest and shall have no right to Vote or exercise any rights of a Member until such Assignee has been admitted as a Substituted Member. Until the Assignee becomes a Substituted Member, the Assigning Member will continue to be a Member and to have the power to exercise any rights and powers of a Member under this Agreement. Any Person admitted to the Company as a Substituted Member shall be subject to all the provisions of this Agreement.

8.14 In order to fund the payment of the purchase price of a Membership Interest in the event of the death of Friedman, Bankert, Marchlik and/or Bloore and to further compensate the Company for the loss of any of his services as a result thereof, the Company may (but shall not be obligated to) maintain in full force and effect a policy or policies of life insurance on the lives of Friedman, Bankert, Marchlik and/or Bloore in the face amount of no more than $2,000,000.00. Such policy or policies shall belong solely to the Company, which, subject to the provisions of this Agreement, reserves all the powers and rights of ownership of it. The Company shall be named as the primary beneficiary of the policy or policies and shall pay all premiums on it as they become due. Notwithstanding the Company’s ownership of such policy,

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the Company shall not change the name of the beneficiary from the Company without the written consent of the insured, cancel the policy, elect optional methods of payment, convert the policy, borrow against the policy, or in any other way change its nature, value, or the rights under the policy. Any dividends paid on any of the policies before maturity or the insured’s death shall be paid to the Company and shall be used to fund the payment of the purchase price of the Membership Interest in question. Receipt showing payment of premium shall be held by the Manager for inspection by all Members.

8.15 In the event that the Company acquires any Memberships Interests pursuant to any of the provisions of this Article VIII (either through purchase or through termination), the Membership Interest so acquired shall be retired permanently and the Percentage Interests of the remaining Members shall be increased accordingly, unless determined otherwise by a Majority of the Members.

8.16 No Member shall participate in any Vote or decision in any matter pertaining to the disposition of that Member’s Membership Interest in the Company under this Agreement.

8.17 In the event of any Transfer of a Membership Interest pursuant to the provisions of this Article, then the Transfer shall be closed at the office of the Company on the date and at the time fixed by the Company, which date shall be on or before the date for payment of the down payment of the purchase price. Upon the closing of the sale, the transferor of such Membership Interest shall deliver to the transferee in exchange for any payment due the following: (a) originals of any Membership Interest Certificate(s) which may have been issued by the Company to the transferor evidencing such Membership Interest, properly endorsed to reflect the Transfer; (b) a written assignment memorializing the Transfer of such Membership Interest from the transferor to the transferee, including a representation and warranty by the transferor that such Membership Interest is being transferred free and clear of any liens, charges or encumbrances thereon, endorsed for transfer; and (c) in the event of death, such assignments, certificates of authority, tax releases, consents to transfer, instruments and evidences of title of the transferor and of his compliance with this Agreement as may reasonably be required by counsel for the transferee.

8.18 Notwithstanding any other provisions of this Agreement:

(a) If, in connection with the divorce or dissolution of the marriage of a Member, any court issues a decree or order that transfers, confirms or awards a Membership Interest, or any portion thereof, to that Member’s spouse (an “ Award ”), then, notwithstanding that such transfer would constitute an unpermitted Transfer under this Agreement, that Member shall have the right to purchase from his or her former spouse the Membership Interest, or portion thereof, that was so transferred, and such former spouse shall sell the Membership Interest or portion thereof to that Member at the price set forth in Section 8.11 .

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Membership Interest, then the Member shall have the right to purchase the Membership Interest or portion thereof from the estate or other successor of his or her deceased spouse or Transferee of such deceased spouse, and the estate, successor, or Transferee shall sell the Membership Interest or portion thereof at the price set forth in Section 8.11 .

(c) If the Member has failed to consummate the purchase within sixty (60) days after the date of the Award or the date of death, as the case may be (the “ Expiration Date ”), then the other Members shall have the option to purchase from the former spouse or the estate or other successor of the deceased spouse, as the case may be, the Membership Interest or portion thereof pursuant to Section 8.2 ; provided that the option period shall commence on the later of (1) the day following the Expiration Date, or (2) the date of actual notice of the death or the date of actual notice of the Award, as the case may be.

8.19 All proposed judicial transfers and sales by order of any court or referee in bankruptcy (an “ Order ”) of any Membership Interest shall be subject to the terms of this Agreement. In the event a sale or transfer is proposed pursuant to an Order, all of the terms of Section 8.1 shall apply, with the modification that instead of a notice of intention to sell the Membership Interest being delivered to the Remaining Members, a copy of the Order shall be delivered by the proposed transferee which shall state the name and address of the proposed transferee and specify the percentage of the Membership Interest to be sold, the consideration for such Membership Interest and the terms of such sale. For all other purposes of Section 8.1 , the receipt of the Order shall be treated as the receipt of the notice of intention to sell. All proposed transfers pursuant to an Order which do not set forth a purchase price capable of valuation which would allow the Remaining Members to exercise their right of first refusal are expressly prohibited. Any purported transfer in contravention of this Section shall be null and void and shall pass no title to the purported transferee. For purposes of this Agreement, a “ judicial transfer ” shall include but not be limited to the following: (a) the filing of a petition, either voluntary or involuntary, under the provisions, or any chapter, of the Bankruptcy Code; (b) an attachment or levy upon the Membership Interest of a Member which is not released within thirty (30) days of commencement of the attachment or levy; or (c) the appointment of a receiver for the assets of a Member, or an assignment for the benefit of creditors by a Member. No pledgee, judgment creditor, assignee for the benefit of creditors, receiver, trustee in bankruptcy or other holder of a Membership Interest, without regard to the manner of acquisition of the Membership Interest or the nature of the Membership Interest shall sell, donate, pledge, hypothecate, encumber or otherwise further transfer any Membership Interest without complying with the provisions of this Agreement in the same manner as if such holder or person asserting the interest in the Membership Interest was named as a Member in this Agreement.

8.20 In the event of the winding up and dissolution of a corporate Member, or merger or other corporate reorganization of a corporate Member as a result of which the corporate Member does or does not survive as an entity, no Transfer will have occurred. In the event that the corporate Member is the surviving entity, then the corporate Member’s Membership Interest will perpetuate and the corporate Member will continue to be a Member under this Agreement. In the event that the corporate Member is not the surviving entity, the surviving entity will acquire the corporate Member’s Membership Interest, execute a counterpart of this Agreement and become a party hereto and a Member under this Agreement.

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8.21 The sale of Membership Interests in the Company to the Initial Members has not been qualified or registered under the securities laws of any state, including California, or registered under the Securities Act of 1933, in reliance on exemptions from the registration provisions of those laws. No attempt has been made to qualify the offering and sale of Membership Interests to Members under the any securities laws of the State of California also in reliance upon an exemption from the requirement that a permit for issuance of securities be procured. Notwithstanding any other provision of this Agreement, Membership Interests may not be Transferred or Encumbered unless registered or qualified under applicable state and federal securities law unless, in the opinion of legal counsel satisfactory to the Company, such qualification or registration is not required. The Member who desires to Transfer a Membership Interest shall be responsible for all legal fees incurred in connection with said opinion. It is the understanding of the Members and the Company that the negotiability of the Membership Interests shall be limited by the provisions of this Agreement; and no Transfer or Encumbrance of any Membership Interest shall be binding or valid if the same shall be in contravention of any of the terms, provisions or conditions of this Agreement, and the Company shall not recognize or be compelled to recognize as binding or valid any such transfer or Encumbrance is so made in contravention of any of the terms, provisions or conditions of this Agreement.

8.22 A statement shall be written upon the face of each Membership certificate issued to a Member in the following form: “THIS MEMBERSHIP CERTIFICATE IS SUBJECT TO THE RESTRICTIONS AND TERMS OF A SIXTH AMENDED AND RESTATED OPERATING AGREEMENT DATED JANUARY 1, 2008.”

8.23 Notwithstanding anything to the contrary set forth in this Agreement, GAG shall have the unrestricted right to assign its Membership Interest in the Company to an affiliate of GAG. For purposes of this Agreement, the term “ affiliate ” means an individual or entity directly or indirectly controlling, controlled by or under common control with another individual or entity.

8.24 Any Member who becomes married or re-married while he is a Member shall be required to obtain from such Member’s spouse a Spousal Consent executed effective as of the date of such marriage or re-marriage. In the event that such Member fails to obtain such Spousal Consent within ten (10) business days of the date of such marriage or re-marriage, all of such Member’s rights and benefits in connection with his Economic Interest and his Voting Interest shall be suspended until such time as such Spousal Consent is obtained or other arrangements have been made which are satisfactory to the Company and the other Members, in their sole and absolute discretions.

ARTICLE IX - DISSOLUTION AND WINDING UP

9.1 The Company shall be dissolved on the first to occur of the following events:

(a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the remaining Members may by a majority Vote within ninety (90) days of the happening of that event elect to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining

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Members fail to so elect, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account.

(b) The expiration of the term of existence of the Company.

(d) The sale or other disposition of substantially all of the Company’s assets.

(e) Entry of a decree of judicial dissolution under Corporations Code Section 17351.

9.2 On the dissolution of the Company, the Company shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Members who have not wrongfully dissolved the Company or, if there is no such Members, the Members, shall wind up the affairs of the Company. The Persons winding up the affairs of the Company shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company shall be distributed or applied in the following order:

(a) To pay the expenses of liquidation.

(b) To the establishment of reasonable reserves by a Majority of the Members for contingent liabilities or obligations of the Company. Upon a Majority of the Members determination that such reserves are no longer necessary, such reserves shall be distributed as provided in this Section 9.2 .

(c) To repay outstanding loans from Members. If there are insufficient funds to pay such loans in full, each Member shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid thereon, bears to the total of all such loans from Members, including all interest accrued and unpaid thereon. Such repayment shall first be credited to unpaid principal and the remainder shall be credited to accrued and unpaid interest.

(d) Among the Members in accordance with the provisions of Section 4.7 .

9.3 Each Member shall look solely to the assets of the Company for the return of the Member’s investment, and if the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the investment of each Member, such Member shall have no recourse against any other Members for indemnification, contribution, or reimbursement.

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ARTICLE X - NONCOMPETITION AND CONFIDENTIALITY

10.1 Each Member hereby acknowledges that at all times while he is a Member he will receive, have access to and learn of certain confidential and proprietary information and trade secrets concerning the Company, the Company’s business, the Company’s employees (each individually an “ Employee of Company ” and collectively the “ Employees of Company ”) and the Company’s suppliers, vendors, consultants, clients and customers, both existing and prospects (each individually a “ Client of the Company ” and collectively the “ Clients of the Company ”), which confidential and proprietary information may be appear in any formats or medium, whether now existing or hereafter developed. Such confidential and proprietary information shall hereinafter be referred to as “ Confidential Information .” For purposes of this Article X , the term “ prospects ” shall mean individuals and business entities with whom the Company has had contact (but not retained by) for the purpose of developing a business relationship. The term “ Confidential Information ” shall be broadly defined and shall include, without limitation: (a) all information disclosed by the Company, the Employees of the Company or the Clients of the Company, to a Member while he is a Member; (b) all information developed or learned by a Member during the course of its engagement with the Company; (c) all information that has or could have commercial value or other utility to the Company in connection with the Company’s business, the Employees of the Company and/or the Clients of the Company; and (d) all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as confidential information by the Company. Notwithstanding the foregoing, the term “ Confidential Information ” shall not include any information which is in the public domain at the time a Member becomes aware thereof, information that enters the public domain after the time a Member becomes aware thereof through no action of such Member or any information which is learned by a Member from a source other than the Company, the Employees of the Company or the Clients of the Company. Each Member hereby acknowledges and agrees that the Confidential Information shall include, among other things: (a) inventions; (b) formulas; (c) devices; (d) know-how; (e) methodologies; (f) processes; (g) templates; (h) compilations of information; (i) lists, records, requirements and usages of the Clients of the Company; (j) marketing data, plans, collateral and methodologies; (k) proprietary costs; (l) pricing practices, records, plans and specifications; (m) financial information; and (n) administrative practices and procedures relating to the Company’s business, the Employees of the Company and the Clients of the Company.

10.2 Each Member hereby acknowledges and agrees: (a) that he owes a duty of trust and confidentiality to the Company with respect to the Confidential Information; (b) that the Confidential Information has actual or potential economic value which is unique to the Company by virtue of the fact that it is not generally known to the public or to other individuals who or business entities which could profit by its disclosure or use and that it is not readily available through any source other than the Company; (c) that it is the policy and practice of the Company to keep the Confidential Information secret and confidential; (d) that all Confidential Information shall be presumed conclusively to be the sole and exclusive property of the Company and valuable trade secrets thereof; and (e) that he has no license or any other right, title or interest in any Confidential Information and that no license or any other right, title or interest in any Confidential Information, either express or implied, is being granted to him by virtue of this Agreement.

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10.3 Each Member hereby agrees that at all times while he is a Member and at all times thereafter (until such time as the Company dissolves), he: (a) shall keep in strictest confidence and trust the Confidential Information, and use the Confidential Information for the sole purpose of performing his duties and obligations with regard to the Company and for the sole benefit of the Company; (b) shall not, whether knowingly or otherwise, use or disclose, or induce or assist in the use or disclosure of, the Confidential Information, or anything related thereto, to any individual or business entity without the Company’s prior express written consent (provided, however, that he shall be permitted to utilize the Confidential Information within the course and scope of his duties and obligations with regard to the Company, but only on an as needed basis and only in a manner consistent with the terms of this Agreement); (c) shall not, whether knowingly or otherwise, use or disclose, or induce or assist in the use or disclosure of, the Confidential Information, or anything related thereto, for the purpose of (i) soliciting, requesting, advising, encouraging or enticing any individual who is otherwise rendering services for or on behalf of the Company (as an employee, an independent contractor or otherwise) to leave the Company in order to work or otherwise render services in any capacity for him or such other individual or business entity, or for any other reason whatsoever, (ii) soliciting, requesting, advising, encouraging, enticing or in any way diverting any of the Clients of the Company to do business with him or any individual or business entity which is adverse to or competitive with the Company, (iii) soliciting, requesting, advising, encouraging or enticing any of the Clients of the Company to cease doing business with the Company, (iv) acting in any manner which would be adverse to or competitive with the Company or the Company’s business in any manner, (v) performing any act or otherwise aid or assist any other individual or business entity to perform any act which would in any way cause harm to the Company or the Company’s business, (vi) soliciting or otherwise contacting in any way, or attempting to solicit or contact in any way, for the purpose of procuring business or other financial gain or taking advantage of a business opportunity which is unrelated to the Company’s business, any of the Clients of the Company, either on his own behalf or on the behalf of any other individual or business entity, whether or not such individual or business entity is adverse to or competitive with the Company, or (vii) performing any services for or otherwise assist in any manner whatsoever (as an employee, independent contractor or otherwise), whether or not for monetary remuneration, any individual or business entity which is adverse to or competitive with the Company; (d) shall promptly advise the Company of any knowledge that it may have of any unauthorized release or use of the Confidential Information and take reasonable measures to prevent unauthorized individuals or business entities from having access to, obtaining or being furnished with any Confidential Information; and (e) shall, at all times, maintain a record of the location of all Confidential Information.

10.4 Each Member hereby agrees that everything that either makes up the services which he performs for and on behalf of the Company or is produced as a result of or in connection with its rendering of such services is a “work made for hire” as defined in the Copyright Act of 1976 or any other applicable law, that the Company shall be considered the author of any work derived from such services for all purposes and that the Company shall be the owner of all intellectual property rights and all renewals and extensions thereof (including, without limitation, all patents, copyrights, and trademarks) in and to the work derived from such services and of any and all other rights in and to the work derived from such services. Without limiting the generality of the foregoing, each Member expressly agrees that the Company will be and will remain the sole owner of all rights of every kind and character whatsoever throughout

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the universe, whether or not those rights now exist or come into existence hereafter, and whether or not the rights are now known, recognized or contemplated. In the event that the work derived from the services he performs for and on behalf of the Company or produced as a result of or in connection with such services, or any element thereof, is determined by a court of competent jurisdiction not to be a “work made for hire” or that there are any rights that do not accrue to the Company under this Section, this Agreement shall operate as an irrevocable grant, transfer, sale and assignment to the Company of all right, title and interest, including undivided copyrights, patents, trademarks, trade secret rights and other proprietary rights, in and to the work derived from such services or produced as a result of or in connection with such services throughout the universe in all languages and in all media and forms of expression and communication now known or later developed. The foregoing shall be effective as to each item which he creates as a result of or in connection with the services which he performs for and on behalf of the Company or is produced as a result of or in connection with its rendering of such services as of the moment such item is fixed in a tangible medium, whether or not such item is complete.

10.5 Each Member hereby agrees that, at all times while he is a Member and for a period of one (1) year thereafter, he shall not directly or indirectly, either on his own behalf or on behalf of or in concert with any other individual or business entity; (a) solicit, request, advise, encourage or entice any individual who is otherwise rendering services for or on behalf of the Company (as an employee, an independent contractor or otherwise) to leave the Company in order to work or otherwise render services in any capacity for him or such other individual or business entity, or for any other reason whatsoever, whether or not such individual would commit a breach of his engagement by reason of leaving its engagement with the Company; (b) solicit, request, advise, encourage, entice or in any way divert any of the Clients of the Company to do business with him or any individual or business entity which is adverse to or competitive with the Company; (c) solicit, request, advise, encourage or entice any of the Clients of the Company to cease doing business with the Company; (d) act in any manner which would be adverse to or competitive with the Company or the Company’s business in any manner; (e) perform any act or otherwise aid or assist any other individual or business entity to perform any act which would in any way cause harm to the Company or the Company’s business; (f) solicit or otherwise contact in any way, or attempt to solicit or contact in any way, for the purpose of procuring business or other financial gain or taking advantage of a business opportunity which is unrelated to the Company’s business, any of the Clients of the Company, either on his own behalf or on the behalf of any other individual or business entity, whether or not such individual or business entity is adverse to or competitive with the Company; or (g) perform any services for or otherwise assist in any manner whatsoever (as an employee, independent contractor or otherwise), whether or not for monetary remuneration, any individual or business entity which is adverse to or competitive with the Company.

10.6 Each Member hereby stipulates that a breach of the provisions of this Article X will result in irreparable damage and injury to the Company for which no money damages could adequately compensate it. If the Member breaches the provisions of this Agreement, in addition to all other remedies to which the Company may be entitled, and notwithstanding the provisions of Section 12.1 , the Company shall be entitled to an injunction to enforce the provisions of this Agreement, to be issued by any court of competent jurisdiction, to enjoin and restrain the Member and each and every Person concerned or acting in concert with the Member from the continuance of such breach. Each Member expressly waives any claim or defense that an adequate remedy at law might exist for any such breach.

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10.7 If the provisions contained in this Article shall be deemed by a court of competent jurisdiction or similar body to exceed the time or geographic limits or any other limitation imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

10.8 The restrictions set forth in this Article shall apply only to Members who are individuals. Notwithstanding anything to the contrary set forth in this Agreement, Andrew Gumaer and Harvey Yellen each shall be permitted to continue their ownership and operation of GAG and all entities and operations affiliated therewith and GAG shall be permitted to continue to operate in his own capacity and in connection with all affiliates thereof, all of which are intentionally omitted from the restrictions imposed by this Article X . Further, notwithstanding anything to the contrary set forth in this Agreement, Friedman shall be permitted to continue his employment with GAG, which is intentionally omitted from the restrictions imposed by this Article X .

ARTICLE XI - INDEMNIFICATION

11.1 To the fullest extent permitted by law, the Members, including any Manager (collectively, the “ Indemnitees ”), shall, in accordance with this Section 11.1 , be indemnified and held harmless by the Company from and against any and all liens, claims, costs, expenses, damages, fines, judgments, settlements, liabilities, losses and other obligations (whether joint or several and including reasonable legal expenses) arising from any and all claims, demands, actions, causes or action, suits or proceedings (civil, criminal, administrative or investigative) in which they may be involved, as a party or otherwise, by reason of their management of, or involvement in, the affairs of the Company, or rendering of advice or consultation with respect thereto, or which relate to the Company, its properties, business or affairs, if such indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct of such Indemnitee was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company or that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful (unless there has been a final adjudication in the proceeding that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; or that the Indemnitee did have reasonable cause to believe that the Indemnitee’s conduct was unlawful).

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opposed to, the best interests of the Company, except that indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable for misconduct in the performance of the Person’s duty to the Company only to the extent that the court in which such action or suit was brought, or another court of appropriate jurisdiction, determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that the Person has been successful on the merits or otherwise in defense of any proceedings referred to herein, or in defense of any claim, issue or matter therein, the Person shall be indemnified by the Company against expenses actually and reasonably incurred by the Person in connection therewith. Notwithstanding the foregoing, no Person shall be entitled to indemnification hereunder for any conduct arising from the gross negligence or willful misconduct of such Person or reckless disregard in the performance of his duties hereunder. The term “agent,” as used in this Section 11.2 , shall include a trustee of other fiduciary of a plan, trust, or other entity or arrangement described in Corporations Code Section 207(f).

11.3 Expenses (including attorneys’ fees) incurred in defending any proceeding under Sections 11.1 and 11.2 may be paid by the Company in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Indemnitee or Person to repay such amount if it shall ultimately be determined that the Indemnitee or Person is not entitled to be indemnified by the Company as authorized hereunder. “ Expenses ” as used in this Article XI , includes, without limitation, attorney fees and expenses of establishing a right to indemnification, if any, under this Article XI .

11.4 The indemnification provided by this Article XI shall not be deemed to be exclusive of any other rights to which any Person may be entitled under any agreement, or as a matter of law, or otherwise, both as to actions in a Person’s official capacity and to actions by such Person in another capacity.

11.5 The Members shall have power to purchase and maintain insurance on behalf of the Company, the Members, officers, employees or agents of the Company and any other indemnitees at the expense of the Company, against any liability asserted against or incurred by them in any such capacity whether or not the Company would have the power to indemnify such persons against such liability under the provisions of this Agreement.

11.6 Notwithstanding anything to the contrary herein contained, the debts, obligations and liabilities of the Company shall be solely the debts, obligations and liabilities of the Company; and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.

ARTICLE XII - ARBITRATION

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resolved by arbitration. The arbitrator shall apply California Law to the matters which are the subject of the arbitration. The arbitrator shall be limited to the interpretation of this Agreement in accordance with California Law. The arbitrator shall prepare and provide to the parties a written decision (“ Decision ”) on all matter(s) which are the subject of the arbitration, including factual findings and the reasons which form the basis of the Decision. The Decision shall have the effect and be enforceable in the manner provided by California law. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to recover for the non-prevailing party its attorneys’ fees, costs, and expenses incurred in connection with the arbitration. The parties hereby agree that the Commercial Arbitration Rules are modified as follows: (a) if the parties have not agreed to an arbitrator within sixty (60) days after initiation of arbitration, then the AAA shall appoint a single neutral arbitrator as soon thereafter as practical; (b) the parties shall be permitted discovery under the supervision and rules set by the arbitrator; provided, however, that discovery shall be completed within one hundred twenty (120) days of selection or appointment of the arbitrator; (c) the arbitrator shall have power to impose such sanctions as the arbitrator deems appropriate for failure of a party or counsel for a party to comply with discovery rules established by the arbitrator; (d) a hearing before the arbitrator shall be held no later than one hundred eighty (180) days after initiation of arbitration, unless a hearing is waived by all parties; and (e) no later than fourteen (14) days from the date of closing of the arbitration hearing, or, if an oral hearing has been waived, from the date of transmitting final statements and proofs to the arbitrator, the arbitrator shall render a written Decision. Notwithstanding the foregoing, nothing in this Agreement shall prohibit a Member from seeking equitable relief in a court of competent jurisdiction located in Los Angeles County, California.

ARTICLE XIII - GENERAL PROVISIONS

13.1 This Agreement constitutes the whole and entire agreement of the parties with respect to the subject matter of this Agreement, and it shall not be modified or amended in any respect except by a written instrument executed by all the parties. This Agreement replaces and supersedes all prior written and oral agreements by and among the Members or any of them.

13.2 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.3 This Agreement shall be construed and enforced in accordance with the internal laws of the State of California. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.

13.4 Any dispute under this Agreement shall only be litigated in any court having its situs within Los Angeles, California, and the parties consent and submit to the jurisdiction of any state or federal court located within such venue which has original jurisdiction over matters which arise within Los Angeles, California.

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13.5 This Agreement shall be binding on and inure to the benefit of the Members and their heirs, personal representatives, and permitted successors and assigns.

13.6 Whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular, and the neuter gender shall include the male and female as well as a trust, firm, company, or corporation, all as the context and meaning of this Agreement may require.

13.7 The Members and the Company shall promptly execute and deliver any and all additional documents, instruments, notice, and other assurances, and shall do any and all other acts and things, reasonably necessary in connection with the performance of their respective obligations under this Agreement and to carry out the intent of the parties.

13.8 Except as provided in this Agreement, no provision of this Agreement shall be construed to limit in any manner the Members in the carrying on of their own respective businesses or activities.

13.9 Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement.

13.10 The article, section and paragraph titles and headings contained in this Agreement are inserted as matter of convenience and for ease of reference only and shall be disregarded for all other purposes, including the construction or enforcement of this Agreement or any of its provisions.

13.11 This Agreement may be altered, amended or repealed only by a writing signed by all of the Members.

13.12 Time is of the essence of every provision of this Agreement that specifies a time for performance.

13.13 This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.

13.14 The Members intend the Company to be a limited liability company under the Act. No Member shall take any action inconsistent with the express intent of the other Members.

13.15 In connection with any lawsuit or arbitration arising out of or relating to this Agreement or the relationship between the Members and/or the Company, the prevailing Member(s) and/or the Company, as the case may be, shall be entitled to recover from the non-prevailing Member(s) and/or the Company, as the case may be, its reasonable attorney’s fees, and related costs and expenses, as fixed and determined by the court or the arbitrator(s), as the case may be.

13.16 In the event of any conflict between any term of this Agreement and any mandatory provision of the Act, the Act shall control and this Agreement shall be reformed to preserve as much as possible its original intent.

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ARTICLE XIV - INVESTMENT REPRESENTATIONS

14.1 Each Member hereby represents and warrants to the Company and each other Member as follows:

(a) The Member is acquiring his interest in the Company for the Member’s own account for investment purposes only and not with a view to or for the resale, distribution, subdivision or fractionalization thereof and has no contract, understanding, undertaking, agreement or arrangement of any kind with any Person to sell, transfer or pledge to any Person its or his interest or any part thereof nor dies such Member have any plans to enter into any such agreement.

(b) By reason of his business or financial experience, the Member has the capacity to protect his own interests in connection with the transactions contemplated hereunder, is able to bear the risks of an investment in the Company, and at the present time could afford a complete loss of such investment.

(c) The Member is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire an interest in the Company.

(d) Assuming federal and state securities laws apply to the interests described herein, the Member acknowledges that the interests have not been registered under the Securities Act of 1933 or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws, may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements, In this connection, the Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933.

ARTICLE XV - CONSENT TO REPRESENTATION

15.1 Each of the Members hereby acknowledges that Corporate Counsel drafted this Agreement and that he: (a) has been advised by Corporate Counsel that his interest in the Agreement may conflict with those of the other Members or the Company; (a) has received from Corporate Counsel a disclosure of the facts causing that conflict of interest; (a) has been advised by Corporate Counsel that this Agreement will have tax consequences; (d) has been encouraged by Corporate Counsel to seek independent legal counsel and other professional advice regarding this Agreement and its tax consequences; and (e) is aware that if a conflict between the parties concerning this Agreement arises in the future, Corporate Counsel may be required to withdraw from representing him in his affiliated capacities with the Company, which would result in expense and inconvenience.

ARTICLE XVI - ADDITIONAL MATTERS

16.1 With regard to Marchlik and Bloore, the following financial considerations shall apply: (a) with regard to the Company’s financial obligation to the City of Los Angeles in connection with that certain Business Tax Renewal License Assessment assessed in 2006,

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Marchlik and Bloore shall not be entitled to participate in any refunds paid to the Company with regard thereto; and (b) with regard to the Company’s financial obligations to its former member, Jeffrey Lerner, Marchlik and Bloore shall not be responsible for any portion of any such payments with regard thereto (which non-responsibility is reflected in Exhibit 4.5 ).

[remainder of page left blank intentionally; signatures appear on the following page]

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IN WITNESS WHEREOF, the Members have executed or caused to be executed this Agreement on the Effective Date.


“GAG”		“FRIEDMAN”

GREAT AMERICAN GROUP, LLC a California limited liability company		/s/ Lester Friedman
		LESTER FRIEDMAN

/s/ Harvey M. Yellen
Harvey Yellen, Manager		“BANKERT”

/s/ Andrew Gumaer		/s/ John Bankert
Andrew Gumaer, Manager		JOHN BANKERT

“MARCHLIK”		“BLOORE”

/s/ Michael Marchlik		/s/ Ken Bloore
Michael Marchlik		Ken Bloore

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EXHIBIT 3.1

INITIAL CAPITAL CONTRIBUTIONS OF THE MEMBERS


GAG		$187,500.00 (contributed by Garcel upon execution of the Original Operating Agreement)
Friedman		$62,500.00 (contributed upon execution of the Original Operating Agreement)
Bankert		Services Rendered (with an agreed upon Fair Market Value of $0.00)
Marchlik		Services Rendered (with an agreed upon Fair Market Value of $0.00)
Bloore		Services Rendered (with an agreed upon Fair Market Value of $0.00)

TOTAL		$250,000.00

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EXHIBIT 4.5

EXEMPLAR CALCULATION FOR CASH DISTRIBUTIONS TO THE MEMBERS

AT $1 MILLION NET INCOME IN 2009


1.	Exemplary Funds Available for Payment and Distribution to the Members (after taking into consideration those items set forth in Section 4.5(a) and Section 4.5(b) (“ Available Funds ”)	$	1,000,000.00

2.	Guaranteed Draws and Distributions (“ Guaranteed Payments ”)*
	Bankert’s Payment		200,000.00
	Plus Marchlik’s Payment		200,000.00
	Plus Bloore’s Payment		200,000.00
	Plus Friedman’s Draw		200,000.00
	Equals Guaranteed Payments	$	800,000.00

3.	Remaining Distributions**

	a. Calculation for Bankert, GAG #2, Marchlik and Bloore Distributions (“ BGMB Distributions ”)
	Available Funds	$	1,000,000.00
	Less Guaranteed Payments		800,000.00
	Equals Remaining Funds for BGMB Distributions (“ Remaining BGMB Funds ”)	$	200,000.00

	Remaining BGMB Funds multiplied by Bankert’s Percentage Interest of 5.10588% (“ Bankert’s Distribution ”)	$	10,211.76
	Plus Remaining BGMB Funds multiplied by GAG #2’s Percentage Interest of 3.15828% (“ GAG #2’s Distribution ”)		6,316.56
	Plus Remaining BGMB Funds multiplied by Marchlik’s Percentage Interest of 1.0000% (“ Marchlik’s Distribution ”)		2,000.00
	Plus Remaining BGMB Funds multiplied by Bloore’s Percentage Interest of 1.0000% (“ Bloore’s Distribution ”)		2,000.00
	Equals BGMB Distributions	$	20,528.32

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	b. Calculation for GAG #1 and Friedman Distributions (“ GF Distributions ”)

	Available Funds	$	1,000,000.00
	Less Guaranteed Payments		800,000.00
	Plus Friedman’s Draw		200,000.00
	Less BGMB Distributions		20,528.32
	Equals Remaining Funds for GF Distributions (“ Remaining GF Funds ”)	$	379,471.68

	Remaining GF Funds multiplied by 75% (“ GAG#1’s Distribution ”)	$	284,603.76
	Plus Remaining OF Funds multiplied by 25% (“ Friedman’s Distribution ”)		94,867.92
	Equals GF Distributions	$	379,471.68

4.	Summary of Total Payments Per Member

	Available Funds	$	1,000,000.00
	Less GAG#1		284,603.76
	Less Friedman		94,867.92
	Less Bankert		210,211.76
	Less GAG		6,316.56
	Less Marchlik		202,000.00
	Less Bloore		202,000.00
	Equals Remaining Funds	$	0.00

*	These draws and distributions are only guaranteed to the extent permitted in the Agreement.

**	Such distributions are made subject to certain financial obligations owed by the Company to a certain former member of the Company.

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EXEMPLAR CALCULATION FOR CASH DISTRIBUTIONS TO THE MEMBERS

AT $3 MILLION NET INCOME IN 2009


1.	Exemplary Funds Available for Payment and Distribution to the Members (after taking into consideration those items set forth in Section 4.5(a) and Section 4.5(b) (“ Available Funds ”)	$	3,000,000.00

2.	Guaranteed Draws and Distributions (“ Guaranteed Payments ”)*
	Bankert’s Payment		200,000.00
	Plus Marchlik’s Payment		200,000.00
	Plus Bloore’s Payment		200,000.00
	Plus Friedman’s Draw		200,000.00
	Equals Guaranteed Payments	$	800,000.00

3.	Remaining Distributions**

	a. Calculation for Bankert, GAG #2, Marchlik and Bloore Distributions (“ BGMB Distributions ”)
	Available Funds	$	3,000,000.00
	Less Guaranteed Payments		800,000.00
	Equals Remaining Funds for BGMB Distributions (“ Remaining BGMB Funds ”)	$	2,200,000.00

	Remaining BGMB Funds multiplied by Bankert’s Percentage Interest of 5.10588% (“ Bankert’s Distribution ”)	$	112,329.36
	Plus Remaining BGMB Funds multiplied by GAG #2’s Percentage Interest of 3.15828% (“ GAG #2’s Distribution ”)		69,482.16
	Plus Remaining BGMB Funds multiplied by Marchlik’s Percentage Interest of 1.0000% (“ Marchlik’s Distribution ”)		22,000.00
	Plus Remaining BGMB Funds multiplied by Bloore’s Percentage Interest of 1.0000% (“ Bloore’s Distribution ”)		22,000.00
	Equals BGMB Distributions		225,811.52

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	b. Calculation for GAG #1 and Friedman Distributions (“ GF Distributions ”)

	Available Funds	$	3,000,000.00
	Less Guaranteed Payments		800,000.00
	Plus Friedman’s Draw		200,000.00
	Less BGMB Distributions	$	225,811.52
	Equals Remaining Funds for GF Distributions (“ Remaining GF Funds ”)	$	2,174,188.48

	Remaining GF Funds multiplied by 75% (“ GAG#1’s Distribution ”)	$	1,630,641.36
	Plus Remaining of Funds multiplied by 25% (“ Friedman’s Distribution ”)		543,547.12
	Equals GF Distributions	$	2,174,188.48

4.	Summary of Total Payments Per Member

	Available Funds	$	3,000,000.00
	Less GAG#1		1,630,641.36
	Less Friedman		543,547.12
	Less Bankert		312,329.36
	Less GAG		69,482.16
	Less Marchlik		222,000.00
	Less Bloore		222,000.00
	Equals Remaining Funds	$	0.00

*	These draws and distributions are only guaranteed to the extent permitted in the Agreement.

**	Such distributions are made subject to certain financial obligations owed by the Company to a certain former member of the Company.

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COMPANY APPROVAL

Great American Group Advisory & Valuation Services, LLC hereby approves and agrees to abide by the provisions of that certain Sixth Amended and Restated Operating Agreement for Great American Group Advisory & Valuation Services, LLC, dated January 1, 2008.

GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC, a California limited liability company


By:		/s/ Lester M. Friedman
		Lester Friedman, Its Manager

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Exhibit 10.29

OPERATING AGREEMENT

FOR

GREAT AMERICAN GROUP MACHINERY & EQUIPMENT, LLC

THIS OPERATING AGREEMENT (the “ Agreement ”) is made and entered into as of this 10th day of April, 2007 (the “ Effective Date ”), by and among GREAT AMERICAN GROUP, LLC, a California limited liability company (“ GAG ”), MARC SWIRSKY (“ Swirsky ”), LESTER FRIEDMAN, an individual (“ Friedman ”), PAUL ERICKSON, an individual (“ Erickson ”) and JOHN BANKERT, an individual (“ Bankert ”). Each of the foregoing individuals and entities is a “ Member ,” and, collectively, they are the “ Members .”

RECITALS

This Agreement is made and entered into with reference to the following facts, each of which is incorporated into and made a material part of this Agreement:

A. On April 10, 2007, the Members caused a limited liability company by the name Great American Group Machinery & Equipment, LLC (the “ Company ”) to be formed under the Beverly-Killea Limited Liability Company Act (the “ Act ”) by filing the requisite documents with the Office of the California Secretary of State.

B. The Members desire to enter into this Agreement to provide for the governance of the Company and the conduct of its business and to specify their relative rights and obligations.

ARTICLE I - DEFINITIONS

1.1 “ AAA ” means the American Arbitration Association.

1.2 “ Act ” means the Beverly-Killea Limited Liability Company Act (California Corporations Code Sections 17000-17705), including amendments from time to time.

1.3 “ After Tax Income ” is defined in Section 4.5 .

1.4 “ Agreement ” means this Operating Agreement, as originally executed and as may be amended from time to time.

1.5 “ Articles of Organization ” is defined in Corporations Code Section 17001(b) as applied to this Company.

1.7 “ Assigning Member ” means a Member who by means of a Transfer has transferred an Economic Interest in the Company to an Assignee.

1.8 “ Award ” is defined in Section 8.18 .

1.9 “ California Law ” means the substantive law of the State of California.

1.10 “ Capital Account ” means, with respect to any Member, a separate account maintained and adjusted in accordance with Section 3.3 .

1.11 “ Capital Call Notice ” is defined in Section 3.2 .

1.12 “ Capital Contribution ” means, with respect to any Member, the amount of the money and the Fair Market Value of any property (other than money) and/or services contributed to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take “subject to” under Internal Revenue Code Section 752) in consideration of a Percentage Interest held by that Member. A Capital Contribution shall not be deemed a loan.

1.13 “ Capital Event ” means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

1.14 “ CAR ” means the Commercial Arbitration Rules of the AAA.

1.15 Intentionally omitted.

1.16 Intentionally omitted.

1.17 Intentionally omitted.

1.18 Intentionally omitted.

1.19 “ Code ” or “ IRC ” means the Internal Revenue Code of 1986, as amended, and any successor provision.

1.20 “ Company ” means the company named in Section 2.2 .

1.21 “ Confidential Information ” shall mean all trade secrets, “know-how,” customer lists, pricing policies, operational methods, programs, business plans, business proposals, financial projections, financial statements, information related to business opportunities and all other strategic, technical, marketing, sales, financial, operational and other business information of the Company created, developed, produced, or otherwise arising before the date of the Transfer.

1.22 “ Corporate Counsel ” means Greenberg & Bass, LLP, legal counsel for GAG, GAGAVS and the Company.

1.23 “ Decision ” is defined in Section 12.1 .

1.24 “ Defaulting Member ” is defined in Section 3.3 .

1.25 “ Economic Interest ” means, with respect to a Membership Interest, the right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive distributions from, the Company, but does not include any other rights of a Member, including the right to Vote in connection with the business and affairs of the Company or the right to participate in the management of the Company.

1.26 “ Encumber ” means the act of creating or purporting to create an Encumbrance, whether or not perfected under applicable law.

1.28 “ Expenses ” is defined in Section 11.3 .

1.29 “ Expiration Date ” is defined in Section 8.18 .

1.30 “ Fair Market Value ” means, with respect to any item of property of the Company, the item’s adjusted basis for federal income tax purposes, except as follows:

(a) The Fair Market Value of any property and/or services contributed by a Member to the Company shall be the value of that property, as mutually agreed by the contributing Member and the Company;

1.31 “ Forfeiture Event ” is defined in Section 8.10 .

1.32 “ GAGAVS ” is defined in Section 10.7 .

1.33 “ Indemnitees ” is defined in Section 11.1 .

1.34 “ Information Interest ” means, with respect to a Membership Interest, the right to receive information concerning the business and affairs of the Company as provided under the

Act, except as limited by the provisions of this Agreement, but does not include any other rights of a Member, including the right to Vote in connection with the business and affairs of the Company or the right to participate in the management of the Company.

1.35 Intentionally omitted.

1.36 Intentionally omitted.

1.37 “ Initial Members ” means those Persons whose names are set forth in the first paragraph of this Agreement. A reference to an Initial Member means any of the Initial Members.

1.38 “ Initiation ” is defined in Section 12.1 .

1.39 “ Involuntary Transfer ” means, with respect to any Membership Interest or any element thereof, any Transfer or Encumbrance, whether by operation of law, under court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee in bankruptcy, a receiver, or an assignee for the benefit of creditors.

1.40 “ Losses .” See “ Profits and Losses .”

1.41 Intentionally omitted.

1.42 “ Majority of the Members ” means a Member or Members who’s Percentage Interest represent more than fifty (50) percent of the cumulative Percentage Interests of all Members.

1.43 “ Manager ” means the Person named as such in Article II or the Person who from time to time succeeds any Person as a Manager and who, in either case, is serving at the relevant time as Manager.

1.44 “ Member ” means an Initial Member or a Person who otherwise acquires a Membership Interest, as permitted under this Agreement, and who remains a Member.

1.45 “ Membership Interest ” means a Member’s rights in the Company, collectively, including the Member’s Economic Interest, any right to Vote or participate in management, and any right to information concerning the business and affairs of the Company.

1.46 “ Membership Interest Certificates ” is defined in Section 7.9 .

1.47 “ Non-Defaulting Member ” is defined in Section 3.3 .

1.48 “ Notice ” means a written notice required or permitted under this Agreement. A notice shall be deemed given or sent when deposited, as certified mail or for overnight delivery, postage and fees prepaid, in the United States mails; when delivered to Federal Express, United Parcel Service, DHL Worldwide Express, or Airborne Express, for overnight delivery, charges prepaid or charged to the sender’s account; when personally delivered to the recipient; when

transmitted by electronic means, and such transmission is electronically confirmed as having been successfully transmitted; or when delivered to the home or office of a recipient in the care of a person whom the sender has reason to believe will promptly communicate the notice to the recipient.

1.49 “ Noticing Member ” is defined in Section 8.1 .

1.50 “ Option Date ” is defined in Section 8.11 .

1.51 “ Order ” is defined in Section 8.19 .

1.52 “ Percentage Interest ” means the percentage of the total Membership Interests in the Company owned by a particular Member. As of the date of this Agreement, the respective Percentage Interests of the Members are as follows:


GAG	50.25	%
Swirsky	33.30	%
Friedman	6.61	%
Erickson	6.61	%
Bankert	3.23	%

1.53 “ Person ” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

1.54 “ Profits and Losses ” means, for each fiscal year or other period specified in this Agreement, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with IRC Section 703(a).

1.55 “ Proxy ” has the meaning set forth in the first paragraph of Corporations Code Section 17001(a) (i). A Proxy may not be transmitted orally.

1.56 “ Purchasing Member(s) ” is defined in Section 8.11 .

1.57 “ Regulations ” (“ Reg ”) means the income tax regulations promulgated by the United States Department of the Treasury and published in the Federal Register for the purpose of interpreting and applying the provisions of the Code, as such regulations may be amended from time to time, including corresponding provisions of applicable successor regulations.

1.58 “ Remaining Members ” is defined in Section 8.1 .

1.59 “ Remaining Members’ Payment ” is defined in Section 5.7 .

1.60 “ Repurchase Event ” is defined in Section 8.8 .

1.61 “ Spousal Consent ” is defined in Section 8.13 .

1.62 “ Substituted Member ” is defined in Section 8.13 .

1.63 “ Successor in Interest ” means an Assignee, a successor of a Person by merger or otherwise by operation of law, or a transferee of all or substantially all of the business or assets of a Person.

1.64 “ Swirsky’s Payment ” is defined in Section 5.7 .

1.65 “ Transfer ,” “ Transfers ” or “ Transferred ” means, with respect to a Membership Interest or any element of a Membership Interest, any sale, assignment, gift, Involuntary Transfer, Encumbrance, or other disposition of such a Membership Interest or any element of such Membership Interest, directly or indirectly, other than an Encumbrance that is expressly permitted under this Agreement.

1.66 “ Triggering Event ” is defined in Section 8.9 .

1.67 “ Vote ” means a written consent or approval, a ballot cast at a meeting, or a voice vote.

1.68 “ Voting Interest ” means, with respect to a Membership Interest, the right to Vote in connection with the business and affairs of the Company and the right to participate in the management of the Company.

1.69 “ Withdrawal ” means (including “ Withdraw ” and similar word forms) means the voluntary withdrawal, retirement or resignation of a Member from the Company. A Member who Withdraws from the Company is referred to herein as a “ Withdrawing Member .”

ARTICLE II - ARTICLES OF ORGANIZATION

2.1 The Members have caused the Articles of Organization of the Company to be executed and filed with the Office of the California Secretary of State in accordance with the terms of the Act.

2.2 The name of the Company shall be GREAT AMERICAN GROUP MACHINERY & EQUIPMENT, LLC.

2.3 The principal executive office of the Company shall be at 6330 Variel Avenue, Suite 100, Woodland Hills, California 91367, or such other place or places as may be determined by the Members from time to time.

2.5 The purpose of the Company is to perform industrial appraisals and liquidations and to provide other financial services. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section.

2.7 The Manager of the Company shall be Swirsky.

ARTICLE III - CAPITALIZATION

3.2 A Majority of the Members may determine from time to time that Capital Contributions in addition to the Members’ Initial Capital Contributions are required to enable the Company to conduct its business (individually, an “ Additional Capital Contribution ” and collectively, the “ Additional Capital Contributions ”). On making such a determination, the Manager shall give written notice to all Members at least thirty (30) days prior to the date upon which an Additional Capital Contribution must be made (the “ Capital Call Notice ”). The Capital Call Notice shall set forth the total amount of the Additional Capital Contribution required from all Members, the specific Additional Capital Contribution required of each Member (as based upon each Member’s Percentage Interest), the purpose for which the Additional Capital Contribution is needed and the date by which the Additional Capital Contribution must be made. The obligation of each Member to make Additional Capital Contributions is mandatory. No Member may voluntarily make an Additional Capital Contribution.

3.3 In the event a Member fails to make an Additional Capital Contribution on the date when upon which it is required to be made as specified in the Capital Call Notice, the Member failing to make such required Capital Contribution (the “ Defaulting Member ”) shall be deemed to be in breach of its obligations under this Agreement. Thereafter, should the Defaulting Member fail to make such Additional Capital Contribution within ten (10) days of the date of the Company’s written notice of default to the Defaulting Member, the Defaulting Member shall be in default of his obligations under this Agreement, at which time the Defaulting Member’s Percentage Interest shall be reduced proportionately to reflect the fact that the

Defaulting Member failed to make such Additional Capital Contribution and each of the other Members (each, a “ Non-Defaulting Member ”) Percentage Interest shall be increased proportionately to reflect the fact that it made such Additional Capital Contribution and the Defaulting Member failed to make such Additional Capital Contribution.

3.6 No interest shall be paid on Capital Contributions or on the balance of a Member’s Capital Account.

3.7 A Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act or in this Agreement.

3.8 Except as otherwise set forth in this Agreement, no Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, credits, or items thereof. Notwithstanding the foregoing, in the event that any Member should ever pledge or otherwise encumber any of its assets on behalf of, for the benefit of or in furtherance of the business of the Company, such Member shall be entitled to a priority distribution on no less than a quarterly basis (before the Company makes distributions to any of the Members, including any distributions to such Member, to which it shall remain entitled irrespective of any such priority distribution) in an amount which would represent a reasonable return on investment of the amount so pledged or otherwise encumbered were such Member free to invest such assets; provided, however, in no event shall such amount be less than that which would correlate to an annual return of ten percent (10%).

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.2 If any Member unexpectedly receives any adjustment, allocation or distribution described in Reg sections 1.704-1(b) (2) (ii) (d) (4), (5) or (6), items of Company gross income and gain shall be specially allocated to that Member in an amount and manner sufficient to eliminate any deficit balance in the Member’s Capital Account created by such adjustment, allocation or distribution as quickly as possible. Any special allocation under this Section 4.2 shall be taken into account in computing subsequent allocations of Profits and Losses so that the net amount of allocations of income and loss and all other items shall, to the extent possible, be equal to the net amount that would have been allocated if the unexpected adjustment, allocation or distribution had not occurred. The provisions of this Section 4.2 and the other provisions of this Agreement relating to the maintenance of the Capital Accounts are intended to comply with Reg sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations.

4.3 Any unrealized appreciation or unrealized depreciation in the values of Company property distributed in kind to Members shall be deemed to be Profits or Losses realized by the Company immediately prior to the distribution of the property and such Profits or Losses shall be allocated to the Capital Accounts in the same proportions as Profits are allocated under Section 4.1 . Any property so distributed shall be treated as a distribution to the Members to the extent of the Fair Market Value of the property, less the amount of any liability secured by and related to the property. Nothing contained in this Agreement is intended to treat or cause such distributions to be treated as sales for value. For the purposes of this Section 4.3 , “ unrealized appreciation ” or “ unrealized depreciation ” shall mean the difference between the Fair Market Value of such property and the Company’s basis for such property.

4.5 Except as otherwise set forth in this Agreement and subject thereto, including, without limitation, Section 3.7 , all cash resulting from the normal business operations of the Company and from a Capital Event (to the extent the Company’s cash on hand exceeds its current and anticipated financial needs, as may be determined by a Majority of the Members from time to time in its sole and absolute discretion) after taxes (“ After Tax Income ”) shall be distributed to the Members all at such times and in such amounts as a Majority of the Members may agree in the following priority:

(a) first, in the repayment of any obligation owed to any Member pursuant to the provisions of Section 3.8 ;

(b) second, in the repayment of any loans by any Member to the Company made in accordance with this Agreement; and

ARTICLE V - MANAGEMENT

5.2 The Manager named in Section 2.7 shall serve until the earlier of:

(a) the occurrence of a Repurchase Event with respect to the Manager;

(b) the occurrence of a Triggering Event with respect to the Manager;

(d) the Manager’s removal by a Majority of the Members; or

(e) the expiration of the Manager’s term as the Manager, if a term has been designated by a Majority of the Members.

A new Manager shall be appointed by a Majority of the Members on the occurrence of any of the preceding events.

5.3 The new Manager shall be appointed by a Majority of the Members for either a term expiring with the appointment of a successor or a term expiring at a definite time specified by a Majority of the Members in connection with such an appointment. A new Manager who is not also a Member may be removed with or without cause at any time by a Majority of the Members. A new Manager who is a Member may be removed with or without cause at any time by a Majority of the Members and the execution and filing of a Certificate of Amendment of the Articles of Organization of the Company in conformity with the Act, if necessary, to provide that the Company is to be managed by its Members.

5.4 The Manager shall have the powers and duties described in this Article V and such other powers and duties as may be prescribed in this Agreement or by a Majority of the Members. Notwithstanding the foregoing, the Manager shall not take any of the following actions on behalf of the Company unless a Majority of the Members has consented to the taking of such action (unless otherwise mandated by the Act):

(a) Any act that would make it impossible to carry on the ordinary business of the Company;

(b) Any confession of a judgment against the Company;

(d) The disposition of all or a substantial part of the Company’s assets not in the ordinary course of business;

(e) The incurring of any debt not in the ordinary course of business;

(f) A change in the nature of the principal business of the Company;

(h) The incurring of any contractual obligation (other than in connection with the Company’s provision of its services to a client) with a term in excess of one (1) year;

(i) The filing of a petition in bankruptcy or the entering into of an arrangement among creditors;

(j) The entering into, on behalf of the Company, of any transaction which constitutes a “ reorganization ” within the meaning of the Act; and

(k) The Company’s purchase of a Membership Interest pursuant to Section 8.1 .

5.5 The Manager shall devote such time to the conduct of the business of the Company as a Majority of the Members deems necessary from time to time.

5.6 The Manager shall not be entitled to compensation for the Manager’s services unless so determined by a Majority of the Members. The Manager shall be entitled to reimbursement for all expenses reasonably incurred by the Manager in the performance of the Manager’s duties. Reimbursement for any expense in excess of Two Hundred Fifty Dollars ($250.00) must be approved by a Majority of the Members.

5.7 A Majority of the Members may appoint Members and non-Members to be officers of the Company and shall establish the powers and duties and the compensation of such officers. In accordance with the foregoing, the Members hereby agree that Swirsky shall be entitled to receive annual compensation in the amount of One Hundred Seventy Five Thousand Dollars ($175,000.00) (“ Swirsky’s Payment ”). Further, in accordance with the foregoing, the Members hereby agree that all of the Members other than Swirsky shall also receive collectively

annual compensation in the amount of One Hundred Seventy Five Thousand Dollars ($175,000.00) (the “ Remaining Members’ Payment ”). The Remaining Members’ Payment shall be made to all of the Members other than Swirsky on a pro-rata basis in accordance with their cumulative respective Percentage Interests, without taking into account Swirsky’s Percentage Interest. Swirsky’s Payment and the Remaining Members’ Payment shall be paid by the Company to Swirsky and the Remaining Members, respectively, prior to making any distributions to the Members pursuant to the provisions of Section 4.5(c) . Swirsky’s Payment and the Remaining Members’ Payment may be changed or otherwise adjusted from time-to-time by a Majority of the Members, in their sole and absolute discretion. Swirsky, in consideration for Swirsky’s Payment, agrees (a) to remain active in the business of the Company on a full-time basis, (b) to devote his reasonable best efforts and abilities in rendering services to the Company in a competent and professional manner, and (c) to comply with and observe all lawful policies and directives which may be promulgated from time to time by the Company. Swirsky hereby represents and warrants that he has no other outstanding commitments inconsistent with any of the aforementioned requirements. Swirsky acknowledges and agrees that his failure to fulfill any of the obligations imposed upon him pursuant to any of the foregoing items (a), (b) and/or (c) may result in an adjustment of Swirsky’s Payment. Swirsky hereby further acknowledges and agrees that his failure to fulfill any of the obligations imposed upon him pursuant to foregoing item (a) may result in a Triggering Event with regard to his Membership Interest. In the event the Company is no longer making Swirsky’s Payment, the Company shall no longer be obligated to make the Remaining Members’ Payment.

5.8 All assets of the Company, whether real or personal, shall be held in the name of the Company.

5.10 A Majority of the Members shall have the power to establish and maintain cash reserves for the Company in such amounts as they may determine are necessary or desirable.

ARTICLE VI - ACCOUNTS AND RECORDS

(a) A current list of the full name and last known business or residence address of each Member, together with the Capital Contribution and the share in Profits and Losses of each Member;

(b) A copy of the Articles of Organization, as amended;

(c) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the seven (7) most recent taxable years;

(d) An original executed copy or counterparts of this Agreement, as amended;

(e) Any powers of attorney under which the Articles of Organization or any amendments to said articles were executed;

(f) Financial statements of the Company for the seven (7) most recent fiscal years; and

(g) The books and records of the Company as they relate to the Company’s internal affairs for the current and past seven (7) fiscal years.

ARTICLE VII - MEMBERS AND VOTING

7.1 The Company’s ownership shall be comprised of one (1) class of Membership Interest. For matters with respect to which the Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement), including the following actions:

(a) a decision to continue the business of the Company after any event mentioned in Article IX ;

(b) the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company;

(d) a compromise of the obligation of a Member to make a Capital Contribution;

(e) admission of a new Member and his required Capital Contribution;

(f) a decision with respect to the return of a Capital Contribution or to make monetary distributions to the Members, and the amounts thereof; and

(g) a decision to authorize and/or issue additional classes of Membership.

7.3 Meetings of the Members may be called at any time by any Member for the purpose of addressing any matters on which the Members are entitled to Vote. Meetings of all the Members may be called at any time by any Member for the purpose of addressing any matters on which all Members are entitled to Vote. Meetings of the Members may be held at the principal executive office of the Company or at such other location as may be designated by the Manager. Following the call of any meeting, the Manager shall give Notice of the meeting not less than ten (10), or more than sixty (60), calendar days prior to the date of the meeting to all of the Members entitled to Vote at the meeting. The Notice shall state the place, date and hour of the meeting and the general nature of business to be transacted at the meeting. No other business may be transacted at the meeting.

7.4 A quorum at any meeting of Members shall consist of a majority in number (not in Percentage Interest) of all the Members entitled to Vote at that particular meeting, represented in person, by telephone or by Proxy. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient number of Members to leave less than a quorum, if the action taken, other than adjournment, is approved by the requisite percentage of Members as specified in this Agreement or the Act. A meeting of Members at which a quorum is present may be adjourned to another time or place and any business which might have been transacted at the original meeting may be transacted at the adjourned meeting. If a quorum is not present at an original meeting, that meeting may be adjourned by the Vote of a majority of Percentage Interests represented either in person, by telephone or by Proxy. Notice of the adjourned meeting need not be given to Members entitled to Notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless (a) the adjournment is for more than forty-five (45) days, or (b) after the adjournment, a new record date is fixed for the adjourned meeting. In the situations described in clauses (a) and (b), Notice of the adjourned meeting shall be given to each Member entitled to Vote at the adjourned meeting.

7.7 Any action that may be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Members having not less than the minimum number of Votes that would be necessary to authorize or take that action a meeting at which all Members entitled to Vote thereon were present and voted. If the Members are requested to take any action without a meeting, each Member shall be given notice of the matter to be voted upon in the manner described in this Article. Any action taken without a meeting shall be effective when the required minimum number of Votes have been received. Prompt Notice of the action taken shall be given to all Members who have not consented to the action. After having received the above-referenced notice and prior to taking any action without a meeting, all of the Members shall make commercially reasonable efforts to discuss together such action through use of conference telephone or similar communications equipment.

7.8 At all meetings, a Member may Vote in person or by Proxy. A Proxy may not be transmitted orally. Such Proxy shall be filed with any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Member at the principal executive office of the Company or such other address as may be given by the Manager to the Members for such purposes.

7.10 No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company. Accordingly, each Member shall indemnify, defend, and hold harmless each other Member and the Company from and against any and all loss, cost, expense, liability, or damage arising from or out of any claim based on any action by such Member in contravention of the first sentence of this Section.

ARTICLE VIII - TRANSFERS OF MEMBERSHIP INTERESTS

8.1 Except as provided in this Agreement, no Member shall Transfer (whether voluntarily or involuntarily or by operation of law) any portion of his Membership Interest without first offering, in writing, to sell all of such Member’s Membership Interest (a) first (1st) to the Company, (b) if not so purchased by the Company, then second (2nd) to GAG (unless GAG is the Member wishing to Transfer its Membership Interest), (c) if not so purchased by GAG, then third (3rd) to Swirsky (unless Swirsky is the Member wishing to Transfer his Membership Interest), (d) if not so purchased by Swirsky, then fourth (4th) to Friedman (unless Friedman is the Member wishing to Transfer his Membership Interest), (e) if not so purchased by Friedman, then fifth (5th) to Erickson (unless Erickson is the Member wishing to Transfer his Membership Interest), and (f) if not so purchased by Erickson, then sixth (6th) to Bankert (unless Bankert is the Member wishing to Transfer his Membership Interest). Neither GAG, nor Swirsky, nor Friedman, nor Erickson, nor Bankert shall be entitled to this right of purchase under subsection (b) or (c) above unless he is a Member at the time.

8.2 Except as provided in this Agreement, no Member shall voluntarily Transfer his Membership Interest unless (a) he has received a bona fide offer in writing made in good faith in an arm’s length transaction, and (b) he shall first have given Notice to the Company and the other Members of his intention to so Transfer his Membership Interest. The Notice must name the proposed transferee, the price to be paid in connection with the Transfer and the terms of the Transfer. No Member may Transfer less than all of his Membership Interest. For purposes of this Agreement, any Member providing Notice of his intention to Transfer his Membership Interest shall be referred to as the “ Noticing Member ” and the other Members shall be referred to as the “ Remaining Members .” Upon receipt of such Notice from a Noticing Member, the Company shall have fifteen (15) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. The Company shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . In the event that the Company elects not to purchase such Membership Interest and GAG is not the Member wishing to Transfer his Membership Interest, then GAG shall have an additional fifteen (15) days within which to elect to purchase such Membership Interest by providing Notice of such election to the

Noticing Member and the Remaining Members. GAG shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . In the event that GAG elects not to purchase such Membership Interest and Swirsky is not the Member wishing to transfer his Membership Interest, then Swirsky shall have an additional fifteen (15) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Swirsky shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . In the event that Swirsky elects not to purchase such Membership Interest and Friedman is not the Member wishing to transfer his Membership Interest, then Friedman shall have an additional fifteen (15) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Friedman shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . In the event that Friedman elects not to purchase such Membership Interest and Erickson is not the Member wishing to Transfer his Membership Interest, then Erickson shall have an additional fifteen (15) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Erickson shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . In the event that Erickson elects not to purchase such Membership Interest and Bankert is not the Member wishing to Transfer his Membership Interest, then Bankert shall have an additional fifteen (15) days within which to elect to purchase such Membership Interest by providing Notice of such election to the Noticing Member and the Remaining Members. Bankert shall have the right to purchase such Membership Interest either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . In the event that neither GAG, Swirsky, Friedman, Erickson nor Bankert elects to purchase such Membership Interest, then some or all of the Remaining Members, as the case may be, shall have an additional fifteen (15) days within which to elect to purchase such Membership Interest on a pro-rata basis by providing Notice of such election to the Noticing Member and the Remaining Members. Some or all of the Remaining Members, as the case may be, shall have the right to purchase such Membership Interest on a pro-rata basis either (a) at the price and terms specified in the Notice, or (b) in the case of an Encumbrance, at the price and terms determined in the same manner as is provided in Section 8.11 . Unless the entire Membership Interest which is the subject of the Transfer is purchased by the Company or the Remaining Members, then all of such Membership Interest may be Transferred at any time within one hundred fifty (150) days from the date of the initial Notice of the Transfer to the person specified in such Notice at the price and terms specified in such Notice.

8.7 A Member may Withdraw from the Company at any time by giving Notice of Withdrawal to all other Members at least sixty (60) calendar days before the effective date of Withdrawal. Withdrawal shall not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of Withdrawal. Except as otherwise set forth in this Agreement, a Withdrawing Member shall divest himself of his entire Membership Interest before the effective date of Withdrawal in accordance with the Transfer restrictions and purchase option rights set forth in this Article.

8.8 On the happening of any of the following events (the “ Repurchase Events ”) with respect to a Member, the Company or the other Members shall be required to purchase the entire Membership Interest of such Member in accordance with the provisions of Sections 8.1 and 8.2 at the price and on the terms provided in Section 8.11 :

(a) the death of a Member;

(b) the disability of a Member such that the Member is no longer able to participate in the business of the Company (which shall be presumed if, due to a disability, the

Member is unable to participate in the business of the Company for a period of one hundred eighty (180) consecutive days or for a total of two hundred seventy (270) days in any three hundred sixty five (365) day period) and such disability is confirmed by a medical professional selected by the Company in its sole and absolute discretion; or

Each Member shall promptly give Notice of a Repurchase Event to all other Members.

8.9 On the happening of any of the following events (the “ Triggering Events ”) with respect to a Member, the Company or the other Members shall have the option to purchase all or any portion of the Membership Interest of such Member in accordance with the provisions of Sections 8.1 and 8.2 at the price and on the terms provided in Section 8.11 :

(a) the Withdrawal of a Member;

(b) the voluntary resignation or retirement of a Member who is active in the business of the Company on a full-time basis or the failure of such a Member to otherwise remain active in the business of the Company on a full-time basis;

(d) except as may otherwise be set forth in this Agreement, the termination of a Member’s affiliation in any capacity with the Company, GAG and/or GAGAVS for any reason whatsoever, whether voluntary or involuntary; or

(e) except as specifically set forth in this Agreement, the occurrence of any other event that is, or that would cause, a Transfer in contravention of this Agreement.

Each Member shall promptly give Notice of a Triggering Event to all other Members.

(b) the Member’s conviction of a felony (or a lesser crime of moral turpitude) involving his management of, or involvement in, the affairs of the Company, or his rendering of advice or consultation with respect thereto, or which relates to the Company, its properties, business or affairs; or

8.11 In the event of a situation described in this Article VIII and the Company and/or the other Members have the option or the obligation to purchase a Membership Interest, then the purchase price of the Membership Interest that is the subject of such option or obligation shall be the Fair Market Value of such Membership Interest as determined under this Section, which Fair Market Value shall be computed as follows:

(a) The Fair Market Value of the Membership Interest shall be equal to the Fair Market Value of the Company times the Percentage Interest being sold.

(b) The Members may, but shall not be required, to meet once annually on the anniversary of the Effective Date to determine the Fair Market Value of the Company applicable during the next twelve (12) month period. Each of the Members shall use his best efforts to mutually agree on such Fair Market Value. Such determination must be agreed upon unanimously by the Members. If, at the time an option or obligation to purchase a Membership Interest arises, the Members have not established or have been unable to agree upon a Fair Market Value for the Company, then the Members shall meet again to determine a Fair Market Value for the Company and, again, each of the Members shall use his best efforts to mutually agree on such Fair Market Value. If the Members still cannot agree upon such Fair Market Value within thirty (30) days of the date on which the option is first exercisable or the obligation becomes ripe (collectively, the “ Option Date ”), the Member whose Membership Interest is the subject of the Transfer shall appoint, within twenty (20) days of the Option Date, one appraiser, and the Manager shall appoint, within twenty (20) days of the Option Date, one appraiser. The two (2) appraisers so appointed then shall, within a period of five (5) additional days, agree upon and appoint a third appraiser. The three (3) appraisers shall, within sixty (60) days after the appointment of the third appraiser, determine the Fair Market Value of the Company in writing and submit their report to all the parties. The Fair Market Value shall be determined by disregarding the appraiser’s valuation that varies the greatest from each of the other two (2) appraisers’ valuations, and the arithmetic mean of the remaining two (2) appraisers’ valuations shall be the Fair Market Value. Each party shall pay for the services of the appraiser selected by it, plus one-half ( ¹ / 2 ) of the fee charged by the third appraiser.

(c) With respect to the purchase price for the Membership Interest arrived at pursuant to this Section 8.11 , the Company or the purchaser of the Membership Interest (the “ Purchasing Member(s) ”), as the case may be, shall pay not less than twenty-five percent (25%) of the purchase price in cash upon acceptance of an offer or determination of value of the Membership Interest, with the balance due and payable thereafter by the Company or the Purchasing Member(s), as the case may be, at the option of the Company or the Purchasing Member(s), as the case may be), in three (3) equal annual installments. If so elected, the

Company or the Purchasing Member(s), as the case may be, shall execute a promissory note in favor of the Member whose Membership Interest is the subject of the Transfer, which note shall not bear interest.

8.13 Except as specifically set forth in this Agreement, a prospective transferee (other than an existing Member) of a Membership Interest may be admitted as a Member with respect to such Membership Interest (“ Substituted Member ”) only (a) upon a Vote of a Majority of the Members, (b) upon such prospective transferee executing a counterpart of this Agreement as a party hereto; and (c) if the prospective transferee is a natural person, upon such prospective transferee causing his/her spouse to execute a “ Spousal Consent ” in the form attached to this Agreement. Any prospective transferee of a Membership Interest shall be deemed an Assignee and, therefore, the owner of only an Economic Interest until such prospective transferee has been admitted as a Substituted Member. Except as otherwise permitted in the Act, any such Assignee shall be entitled only to receive allocations and distributions under this Agreement with respect to such Membership Interest and shall have no right to Vote or exercise any rights of a Member until such Assignee has been admitted as a Substituted Member. Until the Assignee becomes a Substituted Member, the Assigning Member will continue to be a Member and to have the power to exercise any rights and powers of a Member under this Agreement. Any Person admitted to the Company as a Substituted Member shall be subject to all the provisions of this Agreement.

8.14 In order to fund the payment of the purchase price of his Membership Interest in the event of Swirsky’s death, and to further compensate the Company for the loss of any of his services as a result thereof, the Company may (but shall not be obligated to) maintain in full force and effect a policy or policies of life insurance on the life of Swirsky in the face amount of no more than Two Million Dollars ($2,000,000.00). Such policy or policies shall belong solely to the Company, which, subject to the provisions of this Agreement, reserves all the powers and rights of ownership of it. The Company shall be named as the primary beneficiary of the policy or policies and shall pay all premiums on it as they become due. Notwithstanding the Company’s ownership of such policy, the Company shall not change the name of the beneficiary from the Company without the written consent of the insured, cancel the policy, elect optional methods of payment, convert the policy, borrow against the policy, or in any other way change its nature, value, or the rights under the policy. Any dividends paid on any of the policies before maturity or the insured’s death shall be paid to the Company and shall be used to fund the payment of the purchase price of the Membership Interest in question. Receipt showing payment of premium shall be held by the Manager for inspection by all Members.

8.15 In the event that the Company acquires any Memberships Interests pursuant to any of – the provisions of this Article VIII (either through purchase or through termination), the Membership Interest so acquired shall be retired permanently and the Percentage Interests of the remaining Members shall be increased accordingly, unless determined otherwise by a Majority of the Members.

8.16 No Member shall participate in any Vote or decision in any matter pertaining to the disposition of that Member’s Membership Interest in the Company under this Agreement.

8.18 Notwithstanding any other provisions of this Agreement:

(a) If in connection with the divorce or dissolution of the marriage of a Member, any court issues a decree or order that transfers, confirms or awards a Membership Interest, or any portion thereof, to that Member’s spouse (an “ Award ”), then, notwithstanding that such transfer would constitute an unpermitted Transfer under this Agreement, that Member shall have the right to purchase from his or her former spouse the Membership Interest, or portion thereof, that was so transferred, and such former spouse shall sell the Membership Interest or portion thereof to that Member at the price set forth in Section 8.11 .

(b) If, by reason of the death of a spouse of a Member, any portion of a Membership Interest is transferred to a transferee other than (1) that Member, or (2) a trust created for the benefit of that Member (or for the benefit of that Member and any combination between or among the Member and the Member’s issue) in which the Member is the sole trustee and the Member, as trustee or individually possesses all of the Voting Interest included in that Membership Interest, then the Member shall have the right to purchase the Membership Interest or portion thereof from the estate or other successor of his or her deceased spouse or Transferee of such deceased spouse, and the estate, successor, or Transferee shall sell the Membership Interest or portion thereof at the price set forth in Section 8.11 .

8.21 The sale of Membership Interests to the Initial Members has not been qualified or registered under the securities laws of any state, including California, or registered under the Securities Act of 1933, in reliance on exemptions from the registration provisions of those laws. No attempt has been made to qualify the offering and sale of Membership Interests to Members under the any securities laws of the State of California also in reliance upon an exemption from the requirement that a permit for issuance of securities be procured. Notwithstanding any other provision of this Agreement, Membership Interests may not be Transferred or Encumbered unless registered or qualified under applicable state and federal securities law unless, in the opinion of legal counsel satisfactory to the Company, such qualification or registration is not required. The

Member who desires to Transfer a Membership Interest shall be responsible for all legal fees incurred in connection with said opinion. It is the understanding of the Members that the negotiability of the Membership Interests shall be limited by the provisions of this Agreement and no Transfer or Encumbrance of any Membership Interest shall be binding or valid if the same shall be in contravention of any of the terms, provisions or conditions of this Agreement, and the Company shall not recognize or be compelled to recognize as binding or valid any such transfer or Encumbrance is so made in contravention of any of the terms, provisions or conditions of this Agreement.

8.22 A statement shall be written upon the face of each Membership certificate issued to a Member in the following form: “THIS MEMBERSHIP CERTIFICATE IS SUBJECT TO THE RESTRICTIONS AND TERMS OF THAT CERTAIN OPERATING AGREEMENT DATED APRIL 10, 2007.”

ARTICLE IX - DISSOLUTION AND WINDING UP

9.1 The Company shall be dissolved on the first to occur of the following events:

(a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the Majority of the Members so remaining may within ninety (90) days of the happening of that event Vote to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining the Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account.

(b) The expiration of the term of existence of the Company.

(d) The sale or other disposition of substantially all of the Company’s assets.

(e) Entry of a decree of judicial dissolution under Corporations Code Section 17351.

and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company shall be distributed or applied in the following order:

(a) To pay the expenses of liquidation.

(b) To the establishment of reasonable reserves by a Majority of the Members so remaining for contingent liabilities or obligations of the Company. Upon a Majority of the Members so remaining determining that such reserves are no longer necessary, such reserves shall be distributed as provided in this Section 9.2 .

(d) Among the Members in accordance with the provisions of Section 4.7 .

ARTICLE X - NONCOMPETITION AND CONFIDENTIALITY

10.1 Each Member hereby covenants with the Company and each other Member that, at all times while he is a Member and for a period of one (1) year following the effective date of any Transfer of his Membership Interest, whether voluntary, involuntary, by operation of law, or by reason of any provision of this Agreement, the Member will not, directly or indirectly, through an affiliate or otherwise, (a) engage in any business in any way similar to or competitive with the business of the Company, (b) enter into any agreement or understanding, written or oral, relating to the services of any employee of the Company, or (c) solicit the business of, enter into any agreement, written or oral, or otherwise deal with any customers of the Company, who were such at the time of the Transfer. After the effective date of any such Transfer of a Member’s Membership Interest, these restrictions shall apply only to those states and foreign countries in which the Company has conducted its business prior to such effective date.

10.2 Each Member hereby covenants with the Company and each other Member that whether voluntary, involuntary, by operation of law or by reason of any provision of this Agreement, the Member will not, directly or indirectly, through an affiliate or otherwise, whether knowingly or otherwise, use or disclose, or induce or assist in the use or disclosure of, any Confidential Information (as hereinafter defined), which Confidential Informational shall be kept in the strictest confidence and trust.

10.3 For purposes of this Agreement, the term “ affiliate ” shall have the meaning set forth in Section 8.23 . The term “ control ” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through membership, ownership of voting securities, by contract or otherwise.

10.4 Left blank intentionally.

10.5 Each Member hereby stipulates that a breach of the provisions of this Article X will result in irreparable damage and injury to the Company for which no money damages could adequately compensate it. If the Member breaches the provisions of this Agreement, in addition to all other remedies to which the Company may be entitled, and notwithstanding the provisions of Section 12.1 , the Company shall be entitled to an injunction to enforce the provisions of this Agreement, to be issued by any court of competent jurisdiction, to enjoin and restrain the Member and each and every Person concerned or acting in concert with the Member from the continuance of such breach. Each Member expressly waives any claim or defense that an adequate remedy at law might exist for any such breach.

10.6 If the provisions contained herein shall be deemed to exceed the time or geographic limits or any other limitation imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

10.7 Notwithstanding anything to the contrary set forth in this Agreement, Andrew Gumaer and Harvey Yellen each shall be permitted to continue their ownership and operation of GAG and all entities and operations affiliated therewith and GAG shall be permitted to continue to operate in its own capacity and in connection with all affiliates thereof, all of which are intentionally omitted from the restrictions imposed by this Article X . Further, notwithstanding anything to the contrary set forth in this Agreement, Friedman and Erickson shall be permitted to continue their employment with GAG, which is intentionally omitted from the restrictions imposed by this Article X . Finally, notwithstanding anything to the contrary set forth in this Agreement, GAG, Friedman, and Bankert shall be permitted to continue their ownership and operation of Great American Group Advisory & Valuation Services, LLC (“ GAGAVS ”) and Friedman and Bankert shall be permitted to continue their employment with GAGAVS, which is intentionally omitted from the restrictions imposed by this Article X .

ARTICLE XI - INDEMNIFICATION

acted in good faith and in a manner such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct of such Indemnitee was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company or that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful (unless there has been a final adjudication in the proceeding that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; or that the Indemnitee did have reasonable cause to believe that the Indemnitee’s conduct was unlawful).

11.2 The Company may also indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, employee or agent of the Company, against expenses actually or reasonably incurred by such Person in connection with the defense or settlement of such action, if such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, except that indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable for misconduct in the performance of the Person’s duty to the Company only to the extent that the court in which such action or suit was brought, or another court of appropriate jurisdiction, determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that the Person has been successful on the merits or otherwise in defense of any proceedings referred to herein, or in defense of any claim, issue or matter therein, the Person shall be indemnified by the Company against expenses actually and reasonably incurred by the Person in connection therewith. Notwithstanding the foregoing, no Person shall be entitled to indemnification hereunder for any conduct arising from the gross negligence or willful misconduct of such Person or reckless disregard in the performance of his duties hereunder. The term Aagent@, as used in this Section 11.2 , shall include a trustee of other fiduciary of a plan, trust, or other entity or arrangement described in Corporations Code Section 207(f).

ARTICLE XII - ARBITRATION

12.1 Any controversy, dispute or claim concerning this Agreement or the Company shall be resolved at the request of the Company and/or any Member (“ Initiation ”) directed to the AAA by a binding arbitration conducted by a single arbitrator in Los Angeles County, California, in accordance with the CAR, except as modified by the terms of this Section 12.1 . The request shall be in writing and shall set forth the nature of the matter to be resolved by arbitration. The arbitrator shall apply California Law to the matters which are the subject of the arbitration. The arbitrator shall be limited to the interpretation of this Agreement in accordance with California Law. The arbitrator shall prepare and provide to the parties a written decision (“ Decision ”) on all matter(s) which are the subject of the arbitration, including factual findings and the reasons which form the basis of the Decision. The Decision shall have the effect and be enforceable in the manner provided by California law. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to recover for the non-prevailing party its attorneys’ fees, costs, and expenses incurred in connection with the arbitration. The parties hereby agree that the Commercial Arbitration Rules are modified as follows: (a) if the parties have not agreed to an arbitrator within sixty (60) days after initiation of arbitration, then the AAA shall appoint a single neutral arbitrator as soon thereafter as practical; (b) the parties shall be permitted discovery under the supervision and rules set by the arbitrator; provided, however, that discovery shall be completed within one hundred twenty (120) days of selection or appointment of the arbitrator; (c) the arbitrator shall have power to impose such sanctions as the arbitrator deems appropriate for failure of a party or counsel for a party to comply with discovery rules established by the arbitrator; (d) a hearing before the arbitrator shall be held no later than one hundred eighty (180) days after initiation of arbitration, unless a hearing is waived by all parties; and (e) no later than fourteen (14) days from the date of closing of the arbitration hearing, or, if an oral hearing has been waived, from the date of transmitting final statements and proofs to the arbitrator, the arbitrator shall render a written Decision. Notwithstanding the foregoing, nothing in this Agreement shall prohibit a Member from seeking equitable relief in a court of competent jurisdiction located in Los Angeles County, California.

ARTICLE XIII - GENERAL PROVISIONS

13.2 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.5 This Agreement shall be binding on and inure to the benefit of the Members and their heirs, personal representatives, and permitted successors and assigns.

13.7 The Members shall promptly execute and deliver any and all additional documents, instruments, notice, and other assurances, and shall do any and all other acts and things reasonably necessary in connection with the performance of their respective obligations under this Agreement and to carry out the intent of the parties.

13.8 Except as provided in this Agreement, no provision of this Agreement shall be construed to limit in any manner the Members in the carrying on of their own respective businesses or activities.

13.9 Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement.

13.11 This Agreement may be altered, amended or repealed only by a writing signed by all of the Members.

13.12 Time is of the essence of every provision of this Agreement that specifies a time for performance.

13.14 The Members intend the Company to be a limited liability company under the Act. No Member shall take any action inconsistent with the express intent of the other Members.

13.15 In connection with any lawsuit or arbitration arising out of or relating to this Agreement or the relationship between the Members, the prevailing Member(s) shall be entitled to recover from the non-prevailing Member(s) its reasonable attorney’s fees, and related costs and expenses, as fixed and determined by the court or the arbitrator(s), as the case may be.

13.16 In the event of any conflict between any term of this Agreement and any provision of the Act, the Act shall control and this Agreement shall be reformed to preserve as much as possible its original intent.

ARTICLE XIV - INVESTMENT REPRESENTATIONS

14.1 Each Member hereby represents and warrants to the Company and each other Member as follows:

(d) Assuming federal and state securities laws apply to the interests described herein, the Member acknowledges that the interests have not been registered under the Securities Act of 1933 or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws, may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. In this connection, the Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933.

ARTICLE XV - CONSENT TO REPRESENTATION

15.1 Each of the Members hereby acknowledges that Corporate Counsel drafted this Agreement and that he: (a) has been advised by Corporate Counsel that his interest in the Agreement may conflict with those of the other Members or the Company; (b) has received from Corporate Counsel a disclosure of the facts causing that conflict of interest; (c) has been advised by Corporate Counsel that this Agreement will have tax consequences; (d) has been encouraged by Corporate Counsel to seek independent legal counsel and other professional advice regarding this Agreement and its tax consequences; and (e) is aware that if a conflict between the parties concerning this Agreement arises in the future, Corporate Counsel may be required to withdraw from representing him in his affiliated capacities with the Company, which would result in expense and inconvenience.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Members have executed or caused to be executed this Agreement on the Effective Date.


“GAG”				“SWIRSKY”

GREAT AMERICAN GROUP, LLC a California limited liability company				/s/ Marc Swirsky
				MARC SWIRSKY

/s/ Harvey Yellen
Harvey Yellen, Manager				“FRIEDMAN”

/s/ Andrew Gumaer				/s/ Lester Friedman
Andrew Gumaer, Manager				LESTER FRIEDMAN

“ERICKSON”				“BANKERT”

/s/ Paul Erickson				/s/ John Bankert
PAUL ERICKSON				JOHN BANKERT

COMPANY APPROVAL

Great American Group Machinery & Equipment, LLC hereby approves and agrees to abide by the provisions of that certain Operating Agreement for Great American Group Machinery & Equipment, LLC, dated April 10, 2007.


GREAT AMERICA GROUP MACHINERY & EQUIPMENT, LLC, a California limited liability company

By:		/s/ Marc Swirsky
		Marc Swirsky, Its Manager

EXHIBIT 3.1

CAPITAL CONTRIBUTIONS OF THE MEMBERS


GAG		$263,694.00 (contributed by GAG upon execution of the Agreement)

Swirsky		Services Rendered (with an agreed Fair Market Value of $0.00)

Friedman		$34,678.50 (contributed by Friedman upon execution of the Agreement)

Erickson		$34,678.50 (contributed by Erickson upon execution of this Agreement)

Bankert		$16,949.00 (contributed by Bankert upon execution of this Agreement)

TOTAL		$350,000.00

EXHIBIT 4.5

EXEMPLAR CALCULATION FOR CASH DISTRIBUTIONS TO THE MEMBERS


1. Assumed cash available for distribution to the Members (after taking into consideration those items set forth in Section 4.5(a) and Section 4.5(b) (“ Available Cash ”)	$	2,000,000.00

2. Payment to Swirsky Available Cash Less Swirsky’s Payment Less Remaining Member’s Payment	$ $ $	2,000,000.00 175,000.00 175,000.00

Remaining cash for distribution to the Members (“ Remaining Cash ”)	$	1,650,000.00

3. Distributions to the Members Remaining Cash multiplied by GAG’s Percentage Interest of 50.25% (“ GAG’s Distribution ”)	$	829,125.00

Remaining Cash multiplied by Swirsky’s Percentage Interest of 33.30% (“ Swirsky’s Distribution ”)	$	549,450.00

Remaining Cash multiplied by Friedman’s Percentage Interest of 6.61% (“ Friedman’s Distribution ”)	$	109,065.00

Remaining Cash multiplied by Erickson’s Percentage Interest of 6.61% (“ Erickson’s Distribution ”)	$	109,065.00

Remaining Cash multiplied by Bankert’s Percentage Interest of 3.23% (“ Bankert’s Distribution ”)	$	53,295.00

Exhibit 21

Subsidiaries of Great American Group, Inc.


Subsidiary		Jurisdiction of Organization/ Incorporation
Great American Group, LLC		California

Great American Group Real Estate, LLC		California

Great American Venture, LLC		California

Great American Group Energy Equipment, LLC		California

Great American Group WF, LLC		California

Great American Group CS, LLC		California

GA Asset Advisors Limited		England and Wales

100 Eldredge Street, LLC*		Delaware

Great American Group Machinery & Equipment, LLC*		California

Great American Group Advisory and Valuation Services, LLC*		California

Great American Group Intellectual Property Advisors, LLC*		California

Great American Home Auctions, LLC*		California

Great American Home Auctions, Inc.*		California

GAHA Holdings, LLC*		California

Great American Home Auctions, L.P. ^+, *		California

Alternative Asset Management Acquisition Corp.		Delaware

*	Great American Group, Inc. owns less than 100% of these subsidiaries.

⁺	This entity is 99% owned by GAHA Holdings, LLC and 1% owned by Great American Home Auctions, Inc.

Exhibit 31.1

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Gumaer, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Great American Group, Inc. (the “Company”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

[intentionally omitted];

(c)

evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of Company’s board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonable likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date: August 31, 2009

/s/ Andrew Gumaer

Andrew Gumaer

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul S. Erickson, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Great American Group, Inc. (the “Company”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(a)

(b)

[intentionally omitted]

(c)

(d)

5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of Company’s board of directors (or persons performing the equivalent function):

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date: August 31, 2009

/s/ Paul S. Erickson

Paul S. Erickson

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Great American Group, Inc. (the “Company”) for the quarter ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Gumaer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew Gumaer

Andrew Gumaer

Chief Executive Officer

August 31, 2009

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Great American Group, Inc. (the “Company”) for the quarter ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul S. Erickson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul S. Erickson

Paul S. Erickson

Chief Financial Officer

August 31, 2009