AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

W I T N E S S E T H :

          WHEREAS, on December 1, 2005, Blue Ridge Asset Funding Corporation assigned all of its right, title and interest in, to any under the Existing Agreement and other Transaction documents to VFCC; and

          WHEREAS, Atlantic Asset Securitization Corp. underwent a conversion in status to a limited liability company known as Atlantic Asset Securitization LLC pursuant to Delaware law; and

          WHEREAS, the parties hereto desire to amend the Existing Agreement as hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

          1.        Amendments to Existing Agreement.     Subject to the terms and conditions hereinafter set forth, the parties hereby agree to amend the Existing Agreement as follows:

          1.1.     All references in the Existing Agreement to “Blue Ridge” (whether alone or as part of another defined term) or to “Blue Ridge Asset Funding Corporation” are hereby replaced with “VFCC” and “Variable Funding Capital Company LLC,” respectively.     

          1.2.     All references in the Existing Agreement to “Atlantic Asset Securitization Corp.” are hereby replaced with “Atlantic Asset Securitization LLC.”

          1.3.     Sections 10.1(h) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

          (h)       The three-calendar month rolling average Delinquency Ratio at any Cut-Off Date exceeds 9.00%.     

          2.         Representations.     

          2.1.     Each of the Loan Parties represents and warrants to the Lenders and the Agents that it has duly authorized, executed and delivered this Amendment and that the Agreement constitutes, a legal, valid and binding obligation of such Loan Party, enforceable 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 enforceability).     

          2.2.     Each of the Loan Parties further represents and warrants to the Lenders and the Agents that each of its representations and warranties set forth in Section 6.1 of the Agreement is true and correct as of the date hereof and that no Event of Default or Unmatured Default exists as of the date hereof and is continuing.     

          3.        Conditions Precedent.     This Amendment shall become effective as of the date first above written upon (a) receipt by the Administrative Agent of a counterpart hereof duly