Llc Investor Note

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					                                      Investor Package

                                                For

                                Note Investment 07-01, LP
                                    February 1, 2007

THE PARTNERSHIP INTERESTS OFFERED HEREBY ARE SPECULATIVE AND
INVESTMENT IN THE PARTNERSHIP INTERESTS INVOLVES A HIGH DEGREE OF
RISK. SEE “RISK FACTORS.” THERE IS NO MARKET FOR THE PARTNERSHIP
INTERESTS. INVESTORS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF
THE INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A
TOTAL LOSS OF THEIR INVESTMENT.

THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE SECURITIES LAWS, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS INVESTOR PACKAGE OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.    THE PARTNERSHIP INTERESTS ARE OFFERED PURSUANT TO
EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT, REGULATION
D THEREUNDER, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND
REGULATIONS PROMULGATED PURSUANT THERETO.             THE PARTNERSHIP
INTERESTS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
GENERAL PARTNER OF THE PARTNERSHIP AND ITS COUNSEL THAT
REGISTRATION IS NOT REQUIRED. THE PARTNERSHIP INTERESTS MAY NOT BE
TRANSFERRED WITHOUT THE CONSENT OF THE GENERAL PARTNER OF THE
PARTNERSHIP.

For information regarding the investment outlined in this Investor Package please contact:

Mike Varrichio
GAC GP LLC
888-288-0266
5850 West Interstate 20
Suite 100
Arlington, Texas 76017

                            This Investor Package is dated January 17, 2007



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Contents
General...................................................................................................................................................................................1
Overview of GACC and the General Partner ......................................................................................................................2
Industry Overview.................................................................................................................................................................5
The Limited Partnership .......................................................................................................................................................8
Risks.....................................................................................................................................................................................10
Participation.........................................................................................................................................................................10



Attachments:

              Risk Factors
              Financial Statements
              Form of Investor Questionnaires
              Form of Agreement of Limited Partnership




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General
GAC GP LLC (referred to in this Investor Package as the General Partner) is sponsoring Note Investment 07-01, LP,
a Texas limited partnership (referred to in this Investor Package as the Limited Partnership), that is designed for
accredited investors (as defined in the Securities Act of 1933, as amended) only, to seek to take advantage of the
investment opportunities that are available in the growing distressed consumer debt market.

GAC GP LLC is also the general partner of Global Acceptance Credit Company LP, a Texas limited partnership
(referred to in this investor package as GACC). The General Partner will cause the Limited Partnership to lend
GACC the monies invested in the Limited Partnership in exchange for GACC issuing the Limited Partnership its
12% subordinated promissory note (referred to in this Investor Package as the Note). GACC will use the funds lent
to it by the Limited Partnership for the purchase of distressed consumer debt portfolios, to increase its growth and
for general operating purposes.

The Note will be evidenced by a promissory note issued by GACC to the Limited Partnership in a form approved by
the General Partner. The general terms of the Note are as follows:


 Issue Date………………………………………………                                                                  February 1, 2007

 Maturity ............................................................................         July 31, 2008

 Interest ..............................................................................       The Note will bear interest at the simple rate of 12%.
                                                                                               Interest will be payable quarterly beginning on March
                                                                                               31, 2007.

 Prepayment........................................................................            The Note may be prepaid without premium or penalty,
                                                                                               in whole or in part, at any time by GACC.

 Ranking .............................................................................         The Note will be a general unsecured obligation of
                                                                                               GACC and will rank pari passu with GACC's other
                                                                                               unsecured obligations. The Note will, however, be
                                                                                               subordinated to any senior credit facility or facilities
                                                                                               that GACC enters into. GACC may enter into a senior
                                                                                               credit facility prior to the maturity of the Note. There
                                                                                               will be no covenants in the Note that restrict the
                                                                                               amount of senior or other debt that GACC may incur
                                                                                               and the Note will be subordinated to all such senior
                                                                                               debt. The General Partner is authorized to cause the
                                                                                               Limited Partnership to enter into any form of
                                                                                               subordination agreement requested by any provider of
                                                                                               a senior credit facility to GACC.


The interests in the Limited Partnership are not securities of GACC or the General Partner. GACC will issue the
Note to the Limited Partnership in exchange for the Limited Partnership loaning the funds invested in the Limited
Partnership to GACC.

Investing in securities that are largely dependent on distressed consumer debt comes with risk and is not for those
without a significant level of risk tolerance. Please read this Investor Package carefully, including the Risk
Factors contained herein.




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Overview of GACC and the General Partner


General

Global Acceptance Credit Company LP, or GACC, specializes in the recovery of distressed consumer debt. Since
its inception, GACC, or its predecessor, has purchased, serviced and sold a variety of portfolios that include major
name-brand and private label credit card issuers and consumer loan originators.

The range of this consumer debt that GACC has purchased and serviced includes:

          Credit Card (Visa, MasterCard, Retail Private Label, etc.)
          Consumer Loans (Secured/Unsecured)
          Student Loans
          Auto Deficiencies
          Residential Property Rent Deficiencies
          Health Club
          Manufacturer/Retailers (Tools, Jewelry)
          Medical/Dental

GACC’s predecessor was a corporation formed in 1997 and was converted into a limited partnership in 2006. The
General Partner was formed in connection with this conversion. The General Partner and GACC are privately held
organizations, based in Arlington, Texas.

The principals of the General Partner are:

          Mike Varrichio                President/CEO
          Phil Varrichio                Executive Vice President/Chief Operating Officer

Contact Information:

Physical address:                       Mailing address:                           Website:

           5850 West Interstate 20               P.O. Box 17280                            www.gacc.biz
           Suite 100                             Arlington, Texas 76003-2800               Information on the website
           Arlington, Texas 76017                                                          shall not be deemed a part
                                                                                           of this Investor Package.

Contact numbers:                                Email addresses:

          817-561-2600      phone                          mvarrichio@gacc.biz
          817-561-2288      fax                            pvarrichio@gacc.biz
          888-288-0266      toll free

GACC affiliations include:

          Debt Buyers Association (DBA)
          American Collectors Association (ACA)
          ACA Asset Buyers Division
          Better Business Bureau of Dallas-Fort Worth
          National Association of Retail Collection Attorneys (NARCA)




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Collections Activities

GACC currently maintains a collections staff of approximately forty (40) collectors. It is anticipated that this
number will continue to expand as the flow of consumer debt paper increases. See below for a chart of GACC’s
employment growth.


                                         Employment Growth


                60
                                                                             45     52
                40
                                                                      25
                                                        14       18
                20                         10     12
                              4      7
                         2
                  0
                      1997 1998 1999 2000 2001 2002 2003 2004 2005 2006


All collectors are trained in and tested on the Fair Debt Collection Practices Act (FDCPA) in order to comply with
all federal and state collection laws and statutes. Continuing education sessions are held regularly for the entire staff.

Skip Tracing/Credit Reporting

GACC’s in-house Skip Tracing department uses:

         Insight America
         Accurint
         Lexis-Nexis
         Teletrac
         Merlin
         PowerFinder
         PublicData
         A variety of public access Internet-based tools

Additionally, GACC outsources accounts monthly to a variety of external skip-tracing services including:

         Lexis-Nexis
         Insight America
         National Telewire
         Trak America
         Accurint
         Universal Communications Company

GACC currently reports to Equifax, Experian and TransUnion credit reporting bureaus and uses TransUnion
CreditWatch and Experian Triggers as alternative skip tools.

Collections Technology

GACC uses several technology tools to facilitate the collection process.

    •    Comtronics DebtMaster software is used for recovery management.

    •    CT Center Predictive Dialer from Information Access Technology (IAT) is used to maximize debtor
         contacts and collector productivity.



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    •    CoNexus Call Recording Technology is used to record both inbound and outbound calls.

    •    All account files are scanned into an optical image for on-line access and retrieval of account
         documentation.

Legal Resources

GACC staffs legal coordinators to facilitate all legal efforts. GACC has built a network of attorneys in all 50 states.

Payment Options

GACC can accept the following payment options from debtors:

         Western Union
         MoneyGram
         Debit/Credit Card
         ACH
         Cash instruments
         Regular Checks
         Check-by-Phone

Summary Financial Metrics of Accounts Serviced by GACC

Active assets under management                $205,000,000
Active accounts                               72,000
Performing/Sub-performing assets              $11,500,000




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Industry Overview
The market for distressed debt originated in the 1980’s largely as a result of the Savings and Loan, or S&L, crisis.
The Resolution Trust Company was formed to auction off the remaining assets of the failed S&L’s. Entrepreneurs
and some established financial organizations took advantage of this opportunity to purchase these distressed
receivables for a fraction of their original value. Once acquired, these organizations as the owners of the debt began
the collection recovery process. Many companies emerged from this as large players and since that time hundreds of
companies have jumped into the fray and a whole industry has evolved.

The convergence of several factors has created an environment where investment in this industry provides
opportunities where track records of success and established buyer-seller relationships exist.

The volume of household (consumer) debt is rising. The most significant driver of this industry is the increase in
the amount of consumer debt available. Over one billion credit cards were in use in 2001 in the United States (more
than three per person). The average family has five credit cards with a total balance of approximately $8,123. Not
counting home mortgages, consumer debt in the United States currently exceeds $1.5 trillion. The availability of
credit, coupled with consumer materialism and the need for instant gratification, has moved many debtors to the
verge of default. This debt burden is not limited to those gainfully employed or even in the workforce. According to
a recent Virginia Tech study on college students in, undergraduates with credit cards carry an average balance of
approximately $2,748 and the typical graduate student has four credit cards with a total debt burden of
approximately $4,776. According to a recent survey by the Omaha World-Herald, 77% of undergraduate students
have a credit card. Similar to young people now growing up with the Internet accustomed to its use, college students
are being conditioned to use credit cards and carrying a debt burden has become accepted. Approximately 30% of
these students will enter the workforce with $10,000 to $25,000 in credit card debt and other loans. Consumer debt
continues to increase while wealth is not expanding at the same accelerated rate.

Card issuers and loan originators have lowered credit standards. Unprecedented issuance of credit during times
of prosperity, low unemployment, and stock market gains have placed the consumer credit sector at more of a risk
than ever. Credit issuers seeking to capture a greater share of the credit card market have granted a tremendous
amount of credit to the American public during these prosperous times. Unfortunately, when times are better,
consumers tend to elevate their cost of living expecting that the good times will continue unabated. Once the
economy slows and unemployment increases, revolving credit is exploited so that those out of work can maintain
current lifestyles.

The growth of the credit card industry. The total volume of credit card purchases was approximately $1.5 trillion
in 2000 and is expected to be approximately $6.1 trillion by 2010. This, combined with the increase in consumer
loans, has made it clear that the American consumer has been spending with the belief that the supply of money and
credit card offers will continue. Revolving credit card debt was over $670 billion at the end of 2000 and it is
estimated that this will grow to over $1 trillion by 2010. Approximately $39 billion of this was charged off in 2000,
up from $20 billion in 1998 and just $3 billion in 1991. If the current charge-off rate of 5.75% is maintained, and
growth in revolving credit card debt continues, the amount of distressed debt available for purchase could be over
$57 billion in 2010.

Credit card issuers competing for a larger share of the growing credit market. Consumers are being enticed
with additional credit even when they have no credit, poor credit, or a past bankruptcy. Credit card issuers in an
attempt to compete for the growing demand for the convenience of plastic and the baby boomer population spending
capability have bombarded the public with credit card offers. Many consumers are taking advantage of the generous
offers and with the windfall credit are spending beyond what their income can support.

Convenience of use of credit cards. Credit card companies, in an attempt to garner more business, have developed
creative marketing techniques to encourage consumers to use credit. Cash or credit rebates on purchases, the
opportunity to transfer balances from a higher interest rate card to a lower or zero interest rate card, and awarding
frequent flier miles for card usage have all combined to habitualize the use of credit cards.




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Rising interest rates. Increases in interest rates will place an additional burden on credit card consumers. Higher
interest rates will increase monthly payments and decrease the consumer’s ability to pay. This could increase the
default rate and ultimately increase the supply of distressed consumer debt available for purchase.

The tightening of Federal bankruptcy laws. Congress has changed federal bankruptcy laws to make it more
difficult for consumers to qualify for Chapter 7 liquidation. This will require more consumers to pay, seek credit
counseling or allow their debt to default, subjecting the debt to being pooled into the distressed category and thereby
increasing the amount of distressed bad debt available.

The evolution of a supply seller and a demand buyer population. A growing population of buyers and sellers of
distressed debt that will transact this business at any stage of the process: performing, sub-performing, non-
performing and seriously distressed, has created an open market for this asset class. The sale and purchase of
charged-off consumer debt has evolved from just a small handful of players to hundreds, both large and small. The
emergence of this buy and sell market has encouraged more operators to enter knowing that the ease of entry and the
ease of exit to the assets will be there. With the market having matured to a certain degree, these portfolios can be
scored electronically and measured against collection performance and evaluated for future comparative pricing.

Fragmented industry. The industry, while maturing, is still highly fragmented and loosely regulated. As a result,
market participants with strong upstream seller and downstream buyer relationships and who execute well have a
distinct operating advantage.

Other News

Additional capital has flowed into the industry through a number of sources, including through large credit facilities
from institutional investors being made available to industry participants and through additional equity investment
being made in the industry. Consequently, due to the performance of the industry as a whole, many private
companies both large and small continue to aggressively raise capital through various institutional and private equity
and debt vehicles. The result has been a significant increase on the demand side for debt portfolios over the past 12-
18 months. This can have the effect of causing prices for this asset class to increase and, as a result, returns to
decrease.

The current market conditions have created a higher than normal demand for this asset class. Other conditions
include:

         Increased interest in this industry from both institutional capital and private investors.

         Higher collection liquidation rates experienced by the originators (and large resellers), thus they are holding
         on to the asset longer.

         More companies are entering the industry, some smart and some not so smart. Some of these less
         experienced companies are offering prices for the assets above market levels.

         Consolidation going on at the originator level has in some cases delayed and reduced asset sales.

         More sophisticated portfolio and account scoring models are having the effect of adversely selecting
         portfolios entering the market which may reduce returns from historical performance.

         As charge-off rates increased to all-time highs last year, originators tightened their credit standards and
         future supply may decrease.

Like most industries, the debt buying business has historically gone through supply and demand fluctuation cycles
and this is expected to continue. What is important now for the experienced debt buyer is to:

         Recognize the current market conditions that are affecting the demand side
         Be patient and maintain traditional buying due diligence
         Build and nurture strong downstream buyer channels


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         Attempt to maintain resale margins
         Attempt to mitigate risk on portfolio acquisitions
         Attempt to execute well operationally for collection liquidation

The new bankruptcy law took effect in October of 2005. Short-term this had a negative effect on the industry as
many consumers filed bankruptcy prior to the new law taking effect. This created significant write-offs for creditors
and reduced returns for debt buyers. Long-term, however, fewer consumers will qualify for Chapter 7 bankruptcy
and will be forced to reorganize their debt and pay their creditors. This should increase collection liquidation rates
and ultimately be a benefit to creditors and debt buyers.

In November 2003, consumer debt topped $2 trillion. This represents a doubling of consumer debt in the last 10
years.

In January 2004, outstanding consumer debt rose $14.3 billion, its biggest rise since May 2003.

The rise in interest rates will continue to put more financial pressure on the consumer. Consumers that are
homeowners are beginning to use home equity to pay off credit card debt.

A report released by Demos, a non-partisan public policy group based in New York, reports that:

         Credit card debt among seniors (ages 65+) increased 89% from 1992 to 2001

         The newly retired (ages 65-69) reported a 217% increase in credit card debt over the same period

         Credit card debt among ages 55-64 jumped 47% over the last decade and families in this age group spend
         31% of income on debt payments

Credit card companies getting pressure from the federal government are raising their minimum payment
requirement. This will put more pressure on consumer budgets and should cause the charge-off rate to increase
somewhat.




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The Limited Partnership
General

GAC GP LLC (referred to in this Investor Package as the General Partner) is sponsoring Note Investment 07-01, LP,
a Texas limited partnership (referred to in this Investor Package as the Limited Partnership), that is designed for
accredited investors (as defined in the Securities Act of 1933, as amended) only, to seek to take advantage of the
investment opportunities that are available in the growing distressed consumer debt market.

GAC GP LLC is also the general partner of Global Acceptance Credit Company LP, a Texas limited partnership
(referred to in this investor package as GACC). The General Partner will cause the Limited Partnership to lend
GACC the monies invested in the Limited Partnership in exchange for GACC issuing the Limited Partnership its
12% subordinated promissory note (referred to in this Investor Package as the Note). GACC will use the funds lent
to it by the Limited Partnership for the purchase of distressed consumer debt portfolios, to increase its growth and
for general operating purposes.

The interests in the Limited Partnership are not securities of GACC or the General Partner. GACC will issue the
Note to the Limited Partnership in exchange for the Limited Partnership loaning the funds invested in the Limited
Partnership to GACC.

Investing in securities that are largely dependent on distressed consumer debt comes with risk and is not for those
without a significant level of risk tolerance. Please read this Investor Package carefully, including the Risk
Factors contained herein.

Qualified accredited investors may purchase units of the Limited Partnership, from a minimum of three (3) units up
to a maximum of six hundred (600) units in the Limited Partnership. The price of a unit is $5,000.00. The Limited
Partnership will sell up to 600 units, or $3,000,000, although the General Partner reserves the right to sell more or
less units in the Limited Partnership in its sole discretion.

The General Partner will manage all administrative activities of the Limited Partnership, including: registering the
Limited Partnership with all required legal entities; marketing the investment; managing the partnership accounting
records; and preparing all federal tax statements. The General Partner will not be compensated for these
administrative activities. K-1 Tax Statements are generated by the General Partner and distributed for each tax year
by April 30.

The Note will be evidenced by a promissory note issued by GACC to the Limited Partnership in a form approved by
the General Partner. The general terms of the Note are as follows:

 Issue Date….……………………………………………                                                                 February 1, 2007

 Maturity ............................................................................         July 31, 2008

 Interest ..............................................................................       The Note will bear interest at the simple rate of 12%.
                                                                                               Interest will be payable quarterly beginning on March
                                                                                               31, 2007.

 Prepayment........................................................................            The Note may be prepaid without premium or penalty,
                                                                                               in whole or in part, at any time by GACC.

 Ranking .............................................................................         The Note will be a general unsecured obligation of
                                                                                               GACC and will rank pari passu with GACC's other
                                                                                               unsecured obligations. The Note will, however, be
                                                                                               subordinated to any senior credit facility or facilities
                                                                                               that GACC enters into. GACC may enter into a senior
                                                                                               credit facility prior to the maturity of the Note. There

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                                    will be no covenants in the Note that restrict the
                                    amount of senior or other debt that GACC may incur
                                    and the Note will be subordinated to all such senior
                                    debt. The General Partner is authorized to cause the
                                    Limited Partnership to enter into any form of
                                    subordination agreement requested by any provider of
                                    a senior credit facility to GACC.




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Risks

Please see the attachment titled “Risk Factors.”

Participation
If you are interested in participating in the Limited Partnership, please do the following:

         Read this Investor Package carefully.

         Consult with your financial and/or tax advisor.

         Direct any questions to Mike Varrichio at 817-288-0266 or toll free 888-288-0266.

         Sign the Agreement of Limited Partnership and the Accredited Investor questionnaire attached to this
         Investor Package and return both of them to:

                  Mike Varrichio
                  GAC GP LLC
                   c/o Global Acceptance Credit Company
                  P.O. Box 172800
                  Arlington, Texas 76003-2800

         Send investment funds in by any the below methods:

                  Personal Check
                  Cashiers Check
                  Wire Funds (Please contact Mike Varrichio for instructions)

                  Checks to be made payable to:

                           Note Investment 07-01, LP
                           P.O. Box 172800
                           Arlington, Texas 76003-2800

         Funds must be received by January 31, 2007 to qualify for investing in the Limited Partnership.




                                                           10
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                                                RISK FACTORS
     In addition to the other information contained in this Investor Package, investors should carefully consider the
following risk factors before making an investment decision concerning the partnership interests. The Limited
Partnership has no operating history, and therefore any investment in the Limited Partnership interests is subject to a
high degree of risk including a total loss of investment. All statements, trend analysis and other information
contained in this Investor Package relative to markets for distressed consumer debt, as well as other statements
including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect” and “intend” and other similar
expressions, constitute forward-looking statements. These forward-looking statements are subject to business and
economic risks, and the Limited Partnership’s actual results of operations may differ materially from those
contained in the forward-looking statements.

The partnership interests have limited transferability and there is no trading market expected to develop.

     The Limited Partnership interests are offered and sold in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, afforded by Section 4(2), Regulation D thereunder, and
exemptions from the registration provisions of applicable state securities laws. Accordingly, transferability of the
Limited Partnership interests is restricted under the Securities Act and by provisions of applicable state securities
laws. The Limited Partnership interests may not be sold or transferred by an investor in the absence of an effective
registration statement under the Securities Act and applicable state securities laws or an opinion of counsel
acceptable to the General Partner and its counsel that registration is not required. The Limited Partnership is not
under any obligation to register the Limited Partnership interests.

     There is currently no trading market for the Limited Partnership interests and it is not anticipated that a trading
market will develop as a result of this offering. Accordingly, even in the absence of the foregoing restrictions on
transfer, it is unlikely that an investor will be able to readily dispose of the Limited Partnership interests or readily
pledge the Limited Partnership interests as collateral for a loan. Consequently, these securities are suitable only for
long-term investment by persons with no need for liquidity and who can absorb the loss of the investor’s entire
investment.

Leverage

     GACC currently has certain current outstanding indebtedness and is currently leveraged. In addition, there is no
restriction in the Note that prevents GACC from incurring significant amounts of additional debt. GACC may enter
into a senior credit facility prior to the maturity of the Note.

     GACC's ability to make payments of principal or interest on the Note will largely depend on its future operating
performance. If GACC is unable to generate sufficient cash flow in the future to service its debt, it may be required
to refinance all or a portion of its existing debt or to obtain additional financing. There can be no assurance that any
such refinancing would be possible or that any additional financing could be obtained. The inability to obtain
additional financing could have a material adverse effect on GACC.

    The degree to which GACC is leveraged could have important consequences to the Limited Partnership as the
holder of the Note, including:

         •   GACC may be more vulnerable to adverse general economic and industry conditions;
         •   GACC may find it more difficult to obtain additional financing for future working capital, capital
             expenditures, acquisitions, general or other purposes; and
         •   GACC will have to dedicate a substantial portion of its cash resources to the payment of principal and
             interest on indebtedness outstanding, thereby reducing the funds available for operations and future
             business opportunities.

In addition, GACC's future credit facilities may contain covenants which could limit its operating and financial
flexibility.


                                                         RF-1
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Subordination

     The Note will be a general unsecured obligation of GACC and will rank pari passu with GACC's other
unsecured obligations. The Note will, however, be subordinated to any senior credit facility or facilities that GACC
enters into. GACC may enter into a senior credit facility prior to the maturity of the Note. There will be no
covenants in the Note that restrict the amount of senior or other debt that GACC may incur and the Note will be
subordinated to all such senior debt. This means that the holders of GACC’s senior debt will have claims that are
prior to the claims of the Limited Partnership as the holder of the Note. There can be no assurance that GACC will
have sufficient assets to repay in full its senior indebtedness. In addition, it is anticipated that any senior credit
facility that GACC would enter into will be secured by substantially all of GACC’s assets. Finally, the General
Partner is authorized to enter into any form of subordination agreement requested by any provider of a senior credit
facility to GACC.

Projections are provided for illustrative purposes only and actual performance could vary significantly.

     Projections concerning the business or financial affairs of the Limited Partnership which may be provided to
prospective investors are for illustrative purposes only. These projections are based upon assumptions that the
General Partner believes to be reasonable. However, there can be no assurance that actual events will correspond to
the assumptions, and the projections should be viewed merely as financial possibilities based on the assumptions
stated and not as a prediction or guarantee of future performance. The assumptions upon which these projections are
based should be carefully reviewed by each prospective investor. Projections or conclusions regarding the financial
condition of the Limited Partnership, including projections regarding the profitability of the Limited Partnership,
may be substantially adversely affected by variances from the assumptions made by the General Partner.

GACC may not be able to purchase receivables at sufficiently favorable prices or terms, or at all.

     GACC’s ability to repay the Note depends on the continued availability of receivable portfolios which meet
GACC’s purchasing standards and are cost-effective based upon projected collections exceeding costs. The market
for acquiring receivables portfolios has become more competitive. The industry has attracted in the past, and may in
the future attract, a large amount of investment capital. These inflows of capital can create cycles that can lead to a
significant increase in the pricing of portfolios and thereby cause reduced returns on investment. These types of
increases could negatively affect GACC’s ability to repay the Note.

     In addition to the competitive factors discussed above, the availability of consumer receivables portfolios at
favorable prices and on favorable terms depends on a number of factors, within and outside of GACC’s control,
including:

    •    the continuation of the current growth and charge-off trends in consumer debt;

    •    the continued sale of receivable portfolios by originating institutions;

    •    GACC’s ability to develop and maintain long-term relationships with key major credit originators;

    •    GACC’s ability to obtain adequate data from credit originators or portfolio resellers to appropriately
         evaluate the collectibility of, and estimate the value of, portfolios; and

    •    changes in laws and regulations governing consumer lending.

GACC may not be able to collect sufficient amounts on its receivables portfolios to repay the Note.

     GACC acquires and services receivables that the obligors have failed to pay and that the sellers have deemed
uncollectible and written off. The originating institutions generally make numerous attempts to recover on their
nonperforming receivables, often using a combination of their in-house collection and legal departments as well as
third-party collection agencies. These receivables are difficult to collect, and GACC may not be successful in
collecting amounts sufficient to repay the Note.


                                                         RF-2
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The portfolios purchased by GACC may contain unprofitable accounts.

     In the normal course of portfolio acquisitions, some receivables may be included in the portfolios that fail to
conform to the terms of the purchase agreements and GACC may seek to return these receivables to the seller for
payment or replacement. However, there can be no guarantee that such sellers will be able to meet these obligations.
Accounts that GACC is unable to return to sellers may yield no return. If GACC purchases portfolios containing too
many accounts that do not conform to the terms of the purchase contracts, GACC may be unable to collect a
sufficient amount to repay the Note.

Government regulation may limit the ability to recover and enforce the collection of receivables.

    Federal and state laws may limit the ability to recover and enforce receivables regardless of any act or omission
on GACC’s part. Some laws and regulations applicable to credit card issuers or other debt originators may preclude
GACC from collecting on receivables it purchases where the card issuer or originator failed to comply with
applicable federal or state laws in generating or servicing the receivables acquired.

     Additional consumer protection or privacy laws and regulations may be enacted that impose additional
restrictions on the collection of receivables. Such new laws may materially and adversely affect GACC’s ability to
collect on receivables. GACC’s failure or the failure of the originators of the receivables to comply with existing or
new laws, rules or regulations could limit GACC’s ability to recover on receivables.

     Because receivables generally are originated and serviced nationwide, there can be no assurance that the
originating lenders have complied with applicable laws and regulations. While receivables acquisition contracts
typically contain provisions indemnifying for losses owing to the originating institution’s failure to comply with
applicable laws and other events, that any indemnities received from originating institutions will be adequate to
protect from losses on the receivables.

GACC is subject to ongoing risks of litigation, including individual and class actions under consumer credit,
collections, employment, securities and other laws.

     GACC operates in an extremely litigious climate and currently is, and may in the future be, named as
defendants in litigation, including individual and class actions under consumer credit, collections, employment,
securities and other laws. Defending a lawsuit, regardless of its merit, could be costly and divert management’s
attention from the operation of its business. The use of certain collection strategies could be restricted if class-action
plaintiffs were to prevail in their claims.

GACC may not be able to hire and retain enough sufficiently trained employees to support its operations,
and/or may experience high rates of personnel turnover.

     The debt recovery industry is very labor-intensive, and companies in the industry typically experience a high
rate of employee turnover. GACC generally competes for qualified personnel with companies in their business and
in the collection agency, teleservices and telemarketing industries. GACC will not be able to service its receivables
effectively if it cannot hire and retain qualified collection personnel. Further, high turnover rate among employees
increases, recruiting and training costs and may limit the number of experienced collection personnel available to
service receivables. Newer employees tend to be less productive and generally produce the greatest rate of personnel
turnover. If the turnover rate among employees increases, GACC will have fewer experienced employees available
to service its receivables, which could reduce collections and therefore result in GACC’s inability to repay the Note.

GACC is dependent on its management team.

     GACC is particularly dependent upon the continued services of its executive officers and other key personnel
(particularly in purchasing and collections). There can be no guarantee that it will be able to retain these individuals.
The loss of the services of one or more of these executive officers or other key employees could disrupt operations
and seriously impair the ability to continue to acquire or collect on portfolios of charged-off consumer receivables.



                                                          RF-3
DALLAS1 1110536v2 68995-00001
The failure of technology and telecommunications systems could have an adverse effect on operations.

     GACC’s success depends in large part on sophisticated computer and telecommunications systems. The
temporary or permanent loss of these computer and telecommunications equipment and software systems, through
casualty, operating malfunction, software virus, or service provider failure, could disrupt operations. In the normal
course of business, GACC must record and process significant amounts of data quickly and accurately to properly
bid on prospective acquisitions of receivable portfolios and to access, maintain and expand the databases used for
collection activities. Any simultaneous failure of information systems and their backup systems would interrupt
business operations.

Collections may be materially adversely affected if bankruptcy filings increase.

     GACC’s business model may be uniquely vulnerable to an economic recession which typically results in an
increase in the amount of defaulted consumer receivables, thereby contributing to an increase in the amount of
personal bankruptcy filings. Under certain bankruptcy filings, a debtor’s assets are sold to repay credit originators,
but since the defaulted consumer receivables that are purchased are generally unsecured, GACC often would not be
able to collect on those receivables. In addition, since these receivables are seriously delinquent, this is often an
indication that many of the consumer debtors from whom GACC collects would be unable to service their debts
going forward and are more likely to file for bankruptcy in an economic recession. There can be no assurance that
collection experience would not decline with an increase in bankruptcy filings. If actual collection experience with
respect to a defaulted consumer receivable portfolio is significantly lower than projected when it purchased the
portfolio, GACC may be unable to repay the Note.

The General Partner and GACC have engaged in transactions with members of their management and
significant equity holders, and entities affiliated with them and future transactions with related parties could
pose conflicts of interest.

     In the past, the General Partner and GACC have engaged in transactions with members of their management
and significant equity holders, and entities affiliated with them, which inherently give rise to conflicts of interest.
Transactions with related parties such as these pose a risk that such transactions are on terms that are not as
beneficial to the Limited Partnership as those that may be arranged with third parties. In addition, the General
Partner and GACC are also the general partners of other limited partnerships that have similar business objectives as
the Limited Partnership. This also poses a potential conflict of interest.




                                                        RF-4
DALLAS1 1110536v2 68995-00001
                                CERTAIN FINANCIAL INFORMATION




DALLAS1 1110536v2 68995-00001
                       ELIGIBILITY QUESTIONNAIRE FOR INDIVIDUALS

 VERIFICATION OF STATUS AS “ACCREDITED INVESTOR” UNDER REGULATION D

You represent and warrant that you are an “Accredited Investor” within the meaning of
Regulation D under the Securities Act of 1933, as amended and have initialed the applicable
statements below pursuant to which you so qualify.

Please Initial Any and All Applicable Statements Below:

1.      ________          You have a net worth, taken together with the net worth of your spouse,
                          that exceeds $1,000,000.

2.      ________          You had individual gross income in excess of $200,000 (or joint income
                          with your spouse in excess of $300,000) in each of the two most recent
                          years and reasonably expect individual gross income in excess of
                          $200,000 (or joint income with your spouse in excess of $300,000) this
                          year.




Signature:

Print Name:

Address:



Fax Number:

Federal Tax ID No:




DALLAS1 1110536v2 68995-00001
                           ELIGIBILITY QUESTIONNAIRE FOR TRUSTS

 VERIFICATION OF STATUS AS “ACCREDITED INVESTOR” UNDER REGULATION D

You represent and warrant that you are an “Accredited Investor” within the meaning of
Regulation D under the Securities Act of 1933, as amended, and have initialed the applicable
statements below pursuant to which you so qualify.

Please Initial Any and All Applicable Statements Below:

1.      ________          You certify that the Trust is an accredited investor because it has total
                          assets in excess of $5,000,000 and was not formed for the specific purpose
                          of investing in the Limited Partnership. Its purchase is directed by a
                          person with such knowledge and experience in financial and business
                          matters that he is capable of evaluating the risks and merits of an
                          investment in the Limited Partnership.

2.      ________          You certify that the Trust is an accredited investor because it is a (i) bank,
                          or savings and loan association or other institution, as defined in Section
                          3(a)(2) or Section 3(a)(5)(A), respectively, of the Securities Act of 1933,
                          as amended, (ii) acting in its fiduciary capacity as trustee and (iii)
                          subscribing on behalf of a trust for the purchase of the partnership interest.

3.      ________          You certify that the Trust is an accredited investor because it is a
                          revocable trust which may be amended or revoked at any time by the
                          grantors thereof and all of the grantors are accredited investors with either
                          $1,000,000 in net worth or with $300,000 of joint income with their
                          spouse or $200,000 of individual income in each of the last two most
                          recent years and reasonably expect to have such income in excess of these
                          amounts in the current year.


Entity:__________________________________________

Signature:

Print Name:

Address:



Fax Number:

Federal Tax ID No:




DALLAS1 1110536v2 68995-00001
ELIGIBILITY QUESTIONNAIRE FOR CORPORATIONS, PARTNERSHIPS AND LIMITED
                         LIABILITY COMPANIES

 VERIFICATION OF STATUS AS “ACCREDITED INVESTOR” UNDER REGULATION D

You represent and warrant that you are an “Accredited Investor” within the meaning of
Regulation D under the Securities Act of 1933, as amended, and have initialed the applicable
statements below pursuant to which you so qualify.

Please Initial Any and All Applicable Statements Below:

1.      ________          You certify that the company, partnership or limited liability company is
                          an accredited investor because it has total assets in excess of $5,000,000
                          and was not formed for the specific purpose of investing in the Limited
                          Partnership.

2.      ________          You certify that the company, partnership or limited liability company is
                          an accredited investor because all of the equity owners are accredited
                          investors with either $1,000,000 in net worth or with $300,000 of joint
                          income with their spouse or $200,000 of individual income in each of the
                          last two most recent years and reasonably expect to have such income in
                          excess of these amounts in the current year.


Entity:__________________________________________

Signature:

Print Name:

Address:



Fax Number:

Federal Tax ID No:




DALLAS1 1110536v2 68995-00001
                           AGREEMENT OF LIMITED PARTNERSHIP


                                              OF


                                NOTE INVESTMENT 07-01, LP

                                 (A Texas Limited Partnership)



                                 Effective Date February 1, 2007




THE PARTNERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. NO PARTNERSHIP INTEREST MAY BE SOLD OR
OFFERED FOR SALE (WITHIN THE MEANING OF ANY SECURITIES LAW) UNLESS A
REGISTRATION STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS WITH
RESPECT TO THE INTEREST IS THEN IN EFFECT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE TO THE
INTEREST. A PARTNERSHIP INTEREST ALSO MAY NOT BE TRANSFERRED OR
ENCUMBERED UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.

                                             ***
THE LIMITED PARTNER HAS, OR BEFORE ADMISSION TO THE PARTNERSHIP WILL
HAVE, MADE CERTAIN ACKNOWLEDGEMENTS AND CERTAIN REPRESENTATIONS
IN SECTION NINE OF THIS AGREEMENT TO THE GENERAL PARTNER CONCERNING
SUCH LIMITED PARTNER’S QUALIFICATION AS AN “ACCREDITED” INVESTOR
AND CONCERNING THE SUITABILITY OF AN INVESTMENT IN THE PARTNERSHIP
FOR SUCH LIMITED PARTNER.




DALLAS1 1110639v2 68995-00001
                                                 TABLE OF CONTENTS
                                                                                                                                 Page

Section 1 DEFINITIONS; REFERENCES................................................................................. 1

          1.1       Definitions........................................................................................................... 1
          1.2       References ........................................................................................................... 6

Section 2 FORMATION, NAME, PURPOSES, REGISTERED OFFICE REGISTERED
AGENT, AND TERM ................................................................................................................ 6

          2.1       Formation of the Limited Partnership................................................................... 6
          2.2       Name of the Partnership....................................................................................... 6
          2.3       Purpose of Business............................................................................................. 6
          2.4       Principal and Registered Office ........................................................................... 6
          2.5       Term of the Partnership ....................................................................................... 7

Section 3 CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS ................................. 7

          3.1       Capital Accounts ................................................................................................. 7
          3.2       Initial Capital Contributions................................................................................. 8
          3.3       Subsequent Contributions .................................................................................... 8
          3.4       Duty to Contribute............................................................................................... 8
          3.5       Withdrawal of Capital.......................................................................................... 8
          3.6       No Additional Capital Contributions.................................................................... 8
          3.7       Adjustment of Partnership Interests ..................................................................... 8
          3.8       Partnership Interests Maintained Separately......................................................... 8
          3.9       Liability of Partners ............................................................................................. 8
          3.10      Adjustment of Gross Asset Value ........................................................................ 9
          3.11      Prohibition Against Withdrawal of General Partner ............................................. 9
          3.12      Prohibition Against Withdrawal of Limited Partner ........................................... 10

Section 4 FINANCIAL ............................................................................................................ 10

          4.1       Profits, Losses, and Distributive Shares of Tax Items......................................... 10
          4.2       Method of Liquidation. ...................................................................................... 13
          4.3       Compliance With Timing Requirements of Treasury Regulations ...................... 14
          4.4       Transferor-Transferee Shares............................................................................. 14
          4.5       Negative Capital Accounts................................................................................. 14
          4.6       Distribution of Cash Flow From Operations....................................................... 15

Section 5 ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS........................... 15

          5.1       Admission of Additional Partners ...................................................................... 15
          5.2       Assignment or Transfer of Partnership Interests................................................. 15

Section 6 MANAGEMENT DUTIES AND RESTRICTIONS ................................................. 16


                                                                    i
DALLAS1 1110639v2 68995-00001
         6.1      General Responsibility and Limitation on the General Partner ........................... 16
         6.2      Rights, Powers, and Duties of the General Partner ............................................. 17
         6.3      Limitations on All Partners ................................................................................ 17
         6.4      Power of Attorney. ............................................................................................ 18
         6.5      Compensation and Certain Administrative Responsibilities of the
                  General Partner.................................................................................................. 19

Section 7 DISSOLUTION OF THE PARTNERSHIP .............................................................. 19

         7.1      Dissolution ........................................................................................................ 19
         7.2      Winding Up....................................................................................................... 19

Section 8 FINANCIAL ACCOUNTING AND REPORTS ...................................................... 20

         8.1      Fiscal Year ........................................................................................................ 20
         8.2      Books ................................................................................................................ 20
         8.3      Banking ............................................................................................................. 20
         8.4      Commingling of Accounts ................................................................................. 20
         8.5      Access to Books ................................................................................................ 20
         8.6      Tax Status and Tax Elections............................................................................. 20
         8.7      Tax Returns ....................................................................................................... 20
         8.8      Consent in Lieu of Meeting ............................................................................... 20
         8.9      Withholding....................................................................................................... 20

Section 9   CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS, AND
WARRANTIES OF THE LIMITED PARTNERS .................................................................... 21

         9.1      Certain Acknowledgements of the Limited Partners........................................... 21
         9.2      Representations and Warranties of Limited Partners .......................................... 21

Section 10 OTHER PROVISIONS .......................................................................................... 23

         10.1     Execution and Filing of Documents ................................................................... 23
         10.2     Other Instruments and Acts................................................................................ 23
         10.3     Binding Agreement............................................................................................ 23
         10.4     Governing Law.................................................................................................. 23
         10.5     Notices .............................................................................................................. 23
         10.6     Amendment. ...................................................................................................... 24
         10.7     Entire Agreement............................................................................................... 24
         10.8     Titles; Subtitles.................................................................................................. 24
         10.9     Indemnification of the General Partner .............................................................. 24
         10.10    No Right to Partition.......................................................................................... 24
         10.11    Right to Assign to Affiliates .............................................................................. 25
         10.12    Arbitration; Dispute Costs ................................................................................. 25
         10.13    Counterpart and Fax Execution.......................................................................... 25
         10.14    Construction ...................................................................................................... 25



                                                                  ii
DALLAS1 1110639v2 68995-00001
                           AGREEMENT OF LIMITED PARTNERSHIP
                                          OF
                               NOTE INVESTMENT 07-01, LP

       This Agreement of Limited Partnership is made and entered into effective as of February
1, 2007 (“Effective Date”) by and between GAC GP LLC, a Texas limited liability company, as
general partner (the “General Partner”), and the parties who have executed this Agreement as
Limited Partners (each a “Limited Partner” and collectively, the “Limited Partners”), for the
purposes and upon the terms and conditions set forth herein.

                                            SECTION 1

                                  DEFINITIONS; REFERENCES

       1.1    Definitions. Unless the context requires otherwise, the following terms shall
have the meanings specified in this Section 1.1:

               Act: The Texas Revised Limited Partnership Act, Section 6132a-1, Texas
        Revised Civil Statutes, as amended. References to sections of the Act include successor
        provisions to this section.

                Accredited Investor: Any individual or entity that is an “Accredited Investor” as
        that term is used and defined in Rule 501(a) of Regulation D.

                Adjusted Capital Account Deficit: With respect to any Partner, the deficit balance,
        if any, in such Partner’s Capital Account as of the end of the relevant taxable year, after
        giving effect to the following adjustments:

                         (i)   Credit to such Capital Account any amounts which such Partner is
                 obligated to restore or is deemed to be obligated to restore pursuant to the
                 penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-
                 2(i)(5); and,

                        (ii)    Debit to such Capital Account the items described in Sections
                 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the
                 Treasury Regulations.

        The foregoing definition of Adjusted Capital Account Deficit is intended to comply with
        the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be
        interpreted consistently therewith.

               Affiliate: With respect to any Person, a Person that directly or indirectly, through
        one or more intermediaries, controls, is controlled by, or is under common control with
        the Person in question, including any spouse or descendants of such Person. As used
        herein, the term “control” means the possession, directly or indirectly, of the power to




DALLAS1 1110639v2 68995-00001
        direct or cause the direction of the management and policies of a Person, whether through
        ownership of voting securities or interests, by contract, or otherwise.

               Agreement: This Agreement of Limited Partnership of Note Investment 07-01,
        LP, as it may be amended, supplemented, renewed, extended, restated, or modified from
        time to time.

               Beneficial Owner: Each Person who owns or holds a Partnership Interest if that
        Person is not an Owning Company or, if that Person is an Owning Company, each owner
        and/or holder of securities (excluding short-term paper) of the Owning Company.

               Capital Account: The capital account of a Partner established and maintained in
        accordance with Section 3.1.

               Capital Contributions: With respect to any Partner, the amount of money and the
        fair market value of any property (other than money and net of liabilities secured by such
        property that the Partnership is considered to assume or take subject to under Code
        Section 752) contributed to the Partnership with respect to the interest in the Partnership
        held by that Partner.

               Code: The United States Internal Revenue Code of 1986, as now existing or
        hereafter amended. References to sections of the Code include successor provisions to
        those sections.

                 Distributions: Proceeds paid to Limited Partners.

                Depreciation: For each taxable year or other period, an amount equal to the
        depreciation, amortization, or other cost recovery deduction allowable with respect to an
        asset for the year or other period, except that if the Gross Asset Value of an asset differs
        from its adjusted basis for federal income tax purposes at the beginning of the year or
        other period, Depreciation will be an amount which bears the same ratio to the beginning
        Gross Asset Value as the federal income tax depreciation, amortization, or other cost
        recovery deduction for the year or other period bears to the beginning adjusted tax basis,
        provided, that if the federal income tax depreciation, amortization, or other cost recovery
        deduction for the year or other period is zero, Depreciation will be determined with
        reference to the beginning Gross Asset Value using any reasonable method selected by
        the General Partner.

               Effective Date: Effective Date shall have the meaning as defined in the first
        paragraph of this Agreement.

                 GACC: Global Acceptance Credit Company LP.

               General Partner: Any Person who (i) is referred to as such in the first paragraph
        of this Agreement or has become a General Partner pursuant to the terms of this
        Agreement and (ii) at such time has not ceased to be a General Partner pursuant to the


                                                 2
DALLAS1 1110639v2 68995-00001
        terms of this Agreement. The “General Partner” means all such Persons. The Persons, if
        more than one, who at any particular time are serving as General Partner must act
        together to bind the Partnership as provided in Section 7 hereof.

               Gross Asset Value: With respect to any asset, the adjusted basis of the asset for
        Federal income tax purposes, adjusted as provided in Section 3.10.

                 HSR Act: Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

               Initial Capital Contribution: The Capital Contributions of the General Partner and
        the Limited Partners made pursuant to Section 3.2.

                Limited Partners: The Limited Partner, as defined in the introductory paragraph
        of this Agreement, and each other Person (i) who is a Subsequent Limited Partner and (ii)
        who is the owner of a Partnership Interest other than as a General Partner. “Limited
        Partners” means all such Persons. All references in this Agreement to a majority in
        interest or a specified percentage of the Limited Partners shall mean Limited Partners
        holding more than 50% or such specified percentage, respectively, of the Partnership
        Interests then held by Limited Partners. The names and addresses of the Limited Partners
        are listed on Exhibit “A”, which may be amended from time to time as provided in this
        Agreement.

                 Liquidator: Liquidator shall have the meaning assigned to it in Section 4.2.1.

                 Loan: The subordinated loan made by the Partnership to GACC.

                 Losses: Losses shall have the meaning assigned to it in “Profits and Losses”
        below.

                Nonrecourse Deductions: Nonrecourse Deductions shall have the meaning set
        forth in Section 1.704-2(c) of the Treasury Regulations.

               Nonrecourse Liability: Nonrecourse Liability shall have the meaning set forth in
        Section 1.704-2(b)(3) of the Treasury Regulations.

               Owning Company: Any entity that owns or holds ten percent (10%) or more of
        the outstanding Partnership Interests entitled to vote for a replacement General Partner
        pursuant to Section 3.11 hereof.

               Partner Minimum Gain: The amount, with respect to each Partner Nonrecourse
        Debt, equal to the Partnership Minimum Gain that would result if such Partner
        Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance
        with Section 1.704-2(i)(3) of the Treasury Regulations.

                Partner Nonrecourse Debt: Partner Nonrecourse Debt shall have the meaning set
        forth in Section 1.704-2(b)(4) of the Treasury Regulations.


                                                  3
DALLAS1 1110639v2 68995-00001
              Partner Nonrecourse Deductions: Partner Nonrecourse Deductions shall have the
        meaning set forth in Section 1.704-2(i)(2) of the Treasury Regulations.

               Partners: Partners of the Partnership, including the General Partner and the
        Limited Partners.

                 Partnership: Note Investment 07-01, LP, a Texas limited partnership.

               Partnership Assets: The property (including cash and Capital Contributions) of
        the Partnership, any and all property of whatever character subsequently transferred to or
        acquired by the Partnership, any income or property arising or accruing by reason of the
        existence of such property, and any accretion, mutation, or appreciation in such property.

              Partnership Certificate: The certificate of formation of the Partnership filed in
        conformance with the Act.

                Partnership Interest: Each Partner’s respective interest in the Partnership,
        including the right to receive distributions of Partnership Assets and the right to receive
        allocations of income, gain, loss, deduction, or credit of the Partnership, expressed as a
        percentage. Each initial Partner’s Partnership Interest will be kept in the books and
        records of the Partnership by the General Partner.

               Partnership Minimum Gain: The amount computed under Regulations Section
        1.704-2(d)(1) with respect to the Partnership’s Nonrecourse Liabilities.

               Partnership Term: The period of duration of the Partnership, as set forth in
        Section 2.5.

                 Person: Any individual, partnership, corporation, trust, or other legal entity.

               Profits and Losses: An amount equal to the Partnership’s taxable income or loss
        for the year or other period, for each taxable year or other period, determined in
        accordance with Section 703(a) of the Code (including all items of income, gain, loss, or
        deduction required to be stated separately under Section 703(a)(1) of the Code), with the
        following adjustments:

                         a.     Any income of the Partnership that is exempt from Federal income
                 tax and not otherwise taken into account in computing Profits or Losses will be
                 added to taxable income or loss;

                         b.     Any expenditures of          the Partnership described in
                 Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures
                 under Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken
                 into account in computing Profits or Losses, will be subtracted from taxable
                 income or loss;


                                                   4
DALLAS1 1110639v2 68995-00001
                         c.     Gain or loss resulting from any disposition of Partnership property
                 with respect to which gain or loss is recognized for federal income tax purposes
                 will be computed by reference to the Gross Asset Value of the property,
                 notwithstanding that the adjusted tax basis of the property differs from its Gross
                 Asset Value;

                         d.     In lieu of depreciation, amortization, and other cost recovery
                 deductions taken into account in computing taxable income or loss, there will be
                 taken into account Depreciation for the taxable year or other period;

                         e.      Any items which are specially allocated under Section 4.1.2 or
                 4.1.3 will not be taken into account in the calculation of Profits or Losses; and,

                         f.     If the Gross Asset Value of any Partnership Asset is adjusted under
                 Section 3.10.2 or 3.10.4, the adjustment will be taken into account as gain or loss
                 from disposition of the asset for purposes of computing Profits or Losses.

                Proposed Disposition: Proposed Disposition shall have the meaning assigned to it
        in Section 5.2.3.

                 Regulatory Allocations: Regulatory Allocations shall have the meaning assigned
        to it in Section 4.2.4.

              Regulation D: The rules promulgated by the United States Securities and
        Exchange Commission as “Regulation D” under the Securities Act.

               Regulations: The United States Department of Treasury Regulations promulgated
        under the Code, as such regulations may be amended from time to time (including
        corresponding provisions of succeeding regulations).

               Required Consent: The affirmative written vote of Partners holding in the
        aggregate more than 50% of the Partnership Interests. If there is only one Limited
        Partner, then that Limited Partner’s consent must be obtained in order to achieve a
        Required Consent.

                 Securities Act: The Securities Act of 1933, as amended.

               Subordination Agreement: Any agreement or agreements that are requested or
        required by a provider or providers of credit or financing to GACC, in whatever form
        such credit or financing is provided, for such providers to extend credit or financing to
        GACC, which agreement or agreements subordinate the payment, performance or both of
        GACC with respect to the Loan to the payment, performance or both with respect to any
        such extensions of credit or financing.




                                                  5
DALLAS1 1110639v2 68995-00001
                Subsequent Limited Partners: Any person or entity that has been admitted
        subsequent to the formation of the Partnership as a limited partner pursuant to the terms
        of this Agreement.

               Transfer: Any sale, assignment, transfer, lease, or other disposal of property,
        including any sale, assignment, transfer, lease, or other such disposal of an interest in the
        Partnership to a non-Affiliate.

                 Transferee: Transferee shall have the meaning assigned to it in Section 5.2.2.

               Ultimate Parent Entity: Ultimate Parent Entity shall have the same meaning as
        defined for purposes of the HSR Act.

               Value: The gross fair market value of the referenced asset or interest, as
        determined by the General Partner.

       1.2     References. Unless otherwise specified herein, references in this Agreement to
“Section” or “Exhibit” refer to Sections of or Exhibits attached to this Agreement.

                                            SECTION 2

                           FORMATION, NAME, PURPOSES,
                  REGISTERED OFFICE REGISTERED AGENT, AND TERM

        2.1    Formation of the Limited Partnership. The General Partner and the Limited
Partners hereby form the Partnership as a limited partnership pursuant to and in accordance with
the provisions of the Act. The General Partner, promptly after execution of this Agreement by
the Partners, will file the Partnership Certificate.

       2.2   Name of the Partnership. The business of the Partnership will be conducted
under the name Note Investment 07-01, LP, or such other name or names as the General Partner
may determine upon obtaining a Required Consent.

       2.3     Purpose of Business. The purpose and intent of the Partnership are to (a) make
the Loan to GACC, (b) hold and manage the Partnership Assets, (c) sell the Partnership Assets
for capital appreciation, (d) engage in any other lawful business under the Act and within the
contemplation of this Agreement as long as the same shall be, in the General Partner’s good faith
opinion, for the benefit of the Partners. During the term of the Partnership, at its election, the
General Partner may redeploy the Capital Contributions of the Partners that are invested in the
Loan, together with the profits derived from the Loan.

        2.4    Principal and Registered Office. The principal office of the Partnership in the
United States where records are required by Section 1.07 of the Act will be maintained is: 5850
West Interstate 20, Suite 100, Arlington, Texas 76017. Such office shall be the registered office
of the Partnership as required by Section 1.06 of the Act, and the registered agent at such address
shall be Mike Varrichio. Additional places of business may be established at such other
locations as the General Partner may determine in its reasonable discretion. The General Partner

                                                  6
DALLAS1 1110639v2 68995-00001
may change the principal office, the registered office and the registered agent of the Partnership
in its discretion by filing the appropriate documents with the Secretary of State of Texas. If the
General Partner changes the principal office of the Partnership, the General Partner will promptly
notify the registered agent and each Limited Partner of the new address, and the registered agent
shall maintain a copy of such address at the registered office.

        2.5     Term of the Partnership. The term of the Partnership shall commence upon the
filing and recording of the Partnership Certificate, and shall continue until all Partnership Assets
are liquidated, subject to earlier dissolution under Section 7. In the event that the last day of the
Partnership Term falls on a Saturday, Sunday or holiday, the Partnership term shall not expire
until the next business day following such Saturday, Sunday or holiday.

                                           SECTION 3

                  CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

       3.1     Capital Accounts. “Capital Account” shall mean a separate capital account
maintained for each Partner, determined and adjusted as follows:

               3.1.1 Each Partner’s Capital Account shall be credited with the Partner’s Capital
        Contributions, the Partner’s distributive share of Profits, any items in the nature of
        income or gain that are specially allocated to the Partner under Section 4.1.2 or 4.1.3 and
        the amount of any Partnership liabilities that are assumed by the Partner or secured by
        any Partnership Assets distributed to the Partner.

                3.1.2 Each Partner’s Capital Account shall be debited with the amount of cash
        and the Gross Asset Value of any Partnership Assets distributed to the Partner under any
        provision of this Agreement, the Partner’s distributive share of Losses, any items in the
        nature of deduction or loss that are specially allocated to the Partner under Section 4.1.2
        or 4.1.3, and the amount of any liabilities of the Partner assumed by the Partnership or
        which are secured by any property contributed by the Partner to the Partnership.

                3.1.3 If any interest in the Partnership is Transferred in accordance with the
        terms of this Agreement, the transferee will succeed to the Capital Account of the
        transferor to the extent it relates to the transferred interest.

               3.1.4 In determining the amount of any liability for purposes of Sections 3.1.1
        and 3.1.2, Code Section 752(c) and any other applicable provisions of the Code and the
        Treasury Regulations will be taken into account.

                3.1.5 This definition of “Capital Account” and the other provisions of this
        Agreement relating to the maintenance of Capital Accounts have been included in this
        Agreement to comply with Section 704(b) of the Code and Treasury Regulations Section
        1.704-1(b) and shall be interpreted and applied in a manner consistent with those prov-
        isions. The General Partner may modify the manner in which the Capital Accounts are
        maintained under this definition in order to comply with those provisions, as well as upon


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DALLAS1 1110639v2 68995-00001
        the occurrence of events that might otherwise cause this Agreement not to comply with
        those provisions.

        3.2     Initial Capital Contributions. The money and other assets listed in the books
and records of the Partnership constitute the Initial Capital Contributions of the Partners to the
capital of the Partnership.

        3.3    Subsequent Contributions. After obtaining a Required Consent of the Partners,
the General Partner is authorized to admit Subsequent Limited Partners to the Partnership from
time to time in accordance with Section 5.1. Upon the admission of a Subsequent Limited
Partner, the General Partner will cause the books and records of the Partnership to be amended to
reflect such Partner’s Capital Contribution.

       3.4     Duty to Contribute. Each Partner shall be personally liable to the Partnership to
contribute to the capital of the Partnership the full amount of such Partner’s Initial Capital
Contribution set forth in Section 3.2 hereof.

       3.5     Withdrawal of Capital. Except as otherwise set forth herein, no Partner shall be
permitted to withdraw its capital from the Partnership.

       3.6     No Additional Capital Contributions. No Partner shall be obligated to make
any additional Capital Contributions of the Partnership except as agreed upon in writing by all
Partners.

       3.7      Adjustment of Partnership Interests.       When any additional Capital
Contributions are made under Section 3.6, the Partnership Interests of the Partners will be
adjusted in the following manner:

               3.7.1 The Partner contributing additional capital will, in the case of a newly
        admitted Limited Partner, be allocated a Partnership Interest, or, in the case of a Partner
        making an additional contribution, have his or her Partnership Interest increased, in the
        proportion that the total Value of his or her additional Capital Contribution bears to the
        Value of the Partnership at the time of the Capital Contribution, as determined by the
        General Partner. Any additional Capital Contributions will be reflected in the books and
        records of the Partnership.

               3.7.2 The remaining Partnership Interests will be allocated among the Partners
        not contributing in proportion to their Partnership Interests before the contribution.

When any such Capital Contributions are made, the General Partner shall amend the books and
records of the Partnership to reflect properly the adjusted Partnership Interests of the Partners.

       3.8     Partnership Interests Maintained Separately. The General Partner’s general
Partnership Interest will be maintained separately from any Limited Partnership Interest which it
may have.

       3.9    Liability of Partners. The liability of the General Partner shall be as provided
under the Act. So long as each Limited Partner complies with the provisions of Section 6, and

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DALLAS1 1110639v2 68995-00001
subject to the provisions of the Act, the liability of each Limited Partner with regard to the
Partnership in all respects is restricted and limited to the amount of the actual Capital
Contributions that such Limited Partner makes or expressly agrees in writing to make to the
Partnership. Except as otherwise expressly provided herein, no Limited Partner shall be assessed
or required to make additional Capital Contributions to the Partnership above that which the
Limited Partner has expressly agreed in writing to make to the Partnership.

        3.10 Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset,
is the adjusted basis for Federal income tax purposes of that asset, except as follows:

               3.10.1 The initial Gross Asset Value of any asset contributed (or deemed
        contributed under Treasury Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the
        Partnership will be the fair market value of the asset on the date of the contribution, as
        determined by the General Partner.

                3.10.2 The Gross Asset Values of all Partnership Assets will be adjusted to equal
        the respective fair market values of the assets, as determined by the General Partner:

                        a.      If the General Partner reasonably determines an adjustment is
                 necessary or appropriate to reflect the relative economic interests of the Partners
                 in the Partnership, as of (i) the acquisition of an additional or increased
                 Partnership Interest by any new or existing Partner in exchange for more than a de
                 minimis Capital Contribution or (ii) the distribution by the Partnership to a Partner
                 of more than a de minimis amount of Partnership Assets as consideration for
                 Partnership Interest; and

                        b.    As of the liquidation of the Partnership, within the meaning of
                 Treasury Regulations Section 1.704-1(b)(2)(ii)(g).

                3.10.3 The Gross Asset Value of any Partnership Asset distributed to any Partner
        will be the fair market value of the asset on the date of distribution.

               3.10.4 The Gross Asset Values of Partnership Assets will be increased or
        decreased to reflect any adjustment to the adjusted basis of the assets under Code Section
        734(b) or 743(b), but only to the extent that the adjustment is taken into account in
        determining Capital Accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m),
        provided, that Gross Asset Values will not be adjusted under this Section 3.10.4 to the
        extent that the General Partner determines that an adjustment under Section 3.10.2 is
        necessary or appropriate in connection with a transaction that would otherwise result in
        an adjustment under this Section 3.10.4.

        After the Gross Asset Value of any asset has been determined or adjusted under
        Section 3.10.1, 3.10.2, or 3.10.4, Gross Asset Value will be adjusted by the Depreciation
        taken into account with respect to the asset for purposes of computing Profits or Losses.

      3.11 Prohibition Against Withdrawal of General Partner. Under the terms of this
Agreement, a Person who is a General Partner shall not be permitted to withdraw from the

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DALLAS1 1110639v2 68995-00001
Partnership. Notwithstanding this provision, if a Person who is a General Partner withdraws
from the Partnership pursuant to Section 6.02 of the Act, it shall be liable to the Partnership and
to the other Partners for any damages arising from such withdrawal, and its Partnership Interest
shall be converted from a General Partnership Interest into a Limited Partnership Interest. Any
Person who is a General Partner after such withdrawal shall continue to act as the General
Partner of the Partnership. If there is no General Partner after the withdrawal of a Person who is
a General Partner, then the Limited Partners, by unanimous vote, shall elect one of the Limited
Partners to serve as the General Partner and shall designate all or a portion of that Limited
Partner’s Partnership Interest that shall be converted from a Limited Partnership Interest into a
general Partnership Interest. In the event of the withdrawal from the Partnership, as defined in
Section 4.02 of the Act, of any Person who is a General Partner, and the dissolution of the
Partnership pursuant to Section 8.01 of the Act, the Partnership may be reconstituted and its
business continued without being wound up if: (i) there remains at least one General Partner and
the remaining General Partners unanimously agree to continue the business of the Partnership or
(ii) within ninety (90) days after the occurrence of the event of dissolution, all the remaining
Partners agree in writing to continue the business of the Partnership and, to the extent that there
are no remaining General Partners, agree to the appointment, effective as of the date of
dissolution, of one or more new General Partners.

       3.12 Prohibition Against Withdrawal of Limited Partner. A Limited Partner may
not withdraw from the Partnership.

                                            SECTION 4

                                            FINANCIAL

        4.1      Profits, Losses, and Distributive Shares of Tax Items.

               4.1.1 Profits. Except as provided in Sections 4.1.2 and 4.1.3, Profits for any
        fiscal year will be allocated among the Partners in proportion to their respective
        Partnership Interests.

                4.1.2 Special Allocations. Except as otherwise provided in this Agreement, the
        following special allocations will be made in the following order and priority prior to the
        allocations made pursuant to Section 4.1.1:

                         a.     Qualified Income Offset. After application of Sections 4.1.2(b)
                 and 4.1.2(c), a Partner who unexpectedly receives any adjustment, allocation, or
                 distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5),
                 or (6) will be specially allocated items of Partnership income and gain in an
                 amount and manner sufficient to eliminate, to the extent required by the Treasury
                 Regulations, the Adjusted Capital Account as quickly as possible.

                         b.      Minimum Gain Chargeback. Notwithstanding any other provision
                 of this Section 4.1, if there is a net decrease in Partnership Minimum Gain during
                 any Partnership taxable year, each Partner shall be specially allocated items of
                 Partnership income and gain for such year (and, if necessary, subsequent years) in

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DALLAS1 1110639v2 68995-00001
                 an amount equal to such Partner’s share of the net decrease in Partnership
                 Minimum Gain, determined in accordance with Treasury Regulations Section
                 1.704-2(g). Allocations pursuant to the previous sentence shall be made in
                 proportion to the respective amounts required to be allocated to each Partner
                 pursuant thereto.

                         c.     Partner Minimum Gain Chargeback. Notwithstanding any other
                 provision of this Section 4.1 except Section 4.1.2(b), if there is a net decrease in
                 Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any
                 Partnership taxable year, each Partner who has a share of the Partner Minimum
                 Gain attributable to such Partner Nonrecourse Debt shall be specially allocated
                 items of Partnership income and gain for such year (and, if necessary, subsequent
                 years) in an amount equal to such Partner’s share of the net decrease in Partner
                 Minimum Gain attributable to such Partner Nonrecourse Debt, determined in
                 accordance with Treasury Regulations Section 1.704-2(i). Allocations pursuant to
                 the previous sentence shall be made in proportion to the respective amounts
                 required to be allocated to each Partner pursuant thereto.

                        d.      Nonrecourse Deductions. Nonrecourse Deductions for any taxable
                 year or other period for which allocations are made will be allocated among the
                 Partners in proportion to their respective Partnership Interests in the Partnership.

                         e.     Partner Nonrecourse Deductions. Notwithstanding anything to the
                 contrary in this Agreement, any Partner Nonrecourse Deductions for any taxable
                 year or other period for which allocations are made will be allocated to the Partner
                 who bears the economic risk of loss with respect to the Partner Nonrecourse Debt
                 to which such Partner Nonrecourse Deductions are attributable in accordance with
                 Treasury Regulations Section 1.704-2(i)(2).

                        f.      Code Section 754 Adjustments. To the extent an adjustment to the
                 adjusted tax basis of any Partnership Asset under Code Section 734(b) or 743(b)
                 is required to be taken into account in determining Capital Accounts under
                 Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment
                 to the Capital Accounts will be treated as an item of gain (if the adjustment
                 increases the basis of the asset) or loss (if the adjustment decreases the basis), and
                 the gain or loss will be specially allocated to the Partners in a manner consistent
                 with the manner in which their Capital Accounts are required to be adjusted under
                 Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

                         g.      Reallocation. To the extent Losses allocated to a Partner would
                 cause the Partner to have a deficit in its Adjusted Capital Account at the end of
                 any fiscal year, the Losses will be reallocated to the General Partner.

                        h.    Interest in Partnership. Notwithstanding anything to the contrary in
                 this Agreement, no allocation of Profit or Loss or item of Profit or Loss will be
                 made to a Partner if the allocation would not have “economic effect” under
                 Treasury Regulations Section 1.704-1(b)(2)(ii) or otherwise would not be in

                                                  11
DALLAS1 1110639v2 68995-00001
                 accordance with the Partner’s interest in the Partnership within the meaning of
                 Treasury Regulations Section 1.704-1(b)(3) or 1.704-2. The General Partner will
                 have the authority to reallocate any item in accordance with this Section 4.1.2(h).

               4.1.3 Curative Allocations. The allocations set forth in Sections 4.1.2(a),
        4.1.2(b), 4.1.2(c), 4.1.2(d), 4.1.2(e), 4.1.2(f), 4.1.2(g), and 4.1.2(h) (the “Regulatory
        Allocations”) are intended to comply with certain requirements of Treasury Regulations
        Sections 1.704-1(b) and 1.704-2. It is the intent of the Partners that, to the extent
        possible, all Regulatory Allocations that are made be offset either with other Regulatory
        Allocations or with special allocations pursuant to this Section 4.1.3. Therefore,
        notwithstanding any other provisions of this Section 4 (other than the Regulatory
        Allocations), the General Partner shall make such offsetting special allocations in
        whatever manner it determines appropriate so that, after such offsetting allocations are
        made, each Partner’s Adjusted Capital Account balance is, to the extent possible, equal to
        the Adjusted Capital Account balance such partner would have had if the Regulatory
        Allocations were not part of the Agreement and all Partnership items were allocated
        pursuant to the remaining sections of this Section 4.

                4.1.4 Tax Allocations - Code Section 704(c). In accordance with Code Section
        704(c) and the related Treasury Regulations, income, gain, loss, and deduction with
        respect to any property contributed to the capital of the Partnership, solely for tax
        purposes, will be allocated among the Partners so as to take account of any variation
        between the adjusted basis to the Partnership of the property for Federal income tax
        purposes and the initial Gross Asset Value of the Property (computed in accordance with
        Section 3.10). If the Gross Asset Value of any Partnership Asset is adjusted under
        Section 3.10, subsequent allocations of income, gain, loss, and deduction with respect to
        that asset will take account of any variation between the adjusted basis of the asset for
        Federal income tax purposes and its Gross Asset Value in the same manner as under
        Code Section 704(c) and the related Treasury Regulations. Any elections or other
        decisions relating to allocations under this Section 4.1.4 will be made in any manner that
        the General Partner determines reasonably reflects the purpose and intention of this
        Agreement. Allocations under this Section 4.1.4 are solely for purposes of federal, state,
        and local taxes and will not affect, or in any way be taken into account in computing, any
        Partner’s Capital Account or share of Profits, Losses, or other items or distributions under
        any provision of this Agreement.

                4.1.5 Other Allocation Rules. The following rules will apply to the calculation
        and allocation of Profits, Losses, and other items:

                        a.      Except as otherwise provided in this Agreement, all Profits,
                 Losses, and other items allocated to the Partners will be allocated among them in
                 proportion to their Partnership Interests.

                         b.     For purposes of determining the Profits, Losses, or any other item
                 allocated to any period, Profits, Losses, and other items will be determined on a
                 daily, monthly, or other basis, as determined by the General Partner using any
                 permissible method under Code Section 706 and the related Treasury Regulations.

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DALLAS1 1110639v2 68995-00001
                         c.     Except as otherwise provided in this Agreement, all items of
                 Partnership income, gain, loss, deduction, and other allocations not provided for
                 in this Agreement will be divided among the Partners in the same proportions as
                 they share Profits and Losses.

               4.1.6 Partner Acknowledgment. The Partners agree to be bound by the
        provisions of this Section 4.1 in reporting their shares of Partnership income and loss for
        income tax purposes.

        4.2      Method of Liquidation.

                4.2.1 Generally. Upon the happening of any of the events specified in
        Section 7.1 and, if applicable, the failure to continue the business of the Partnership under
        Section 3.11, the General Partner, or in the event dissolution results from the withdrawal
        or retirement from the Partnership of the General Partner, any liquidating trustee elected
        by the vote of a majority in interest of the Limited Partners, will commence as promptly
        as practicable to wind up the Partnership’s affairs, unless the General Partner or the
        liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of
        Partnership Assets would cause undue loss to the Partnership, in which event the
        liquidation may be deferred for a time determined by the Liquidator to be appropriate.
        Partnership Assets may be liquidated or distributed in kind, as the Liquidator determines
        to be appropriate. The Partners will continue to share Profits and Losses during the
        period of liquidation in the manner set forth in Section 4.1. The proceeds from
        liquidation of the Partnership, including repayment of any debts of Partners to the
        Partnership, and any Partnership Assets that are not sold in connection with the
        liquidation, will be applied in the following order of priority:

                         a.      To the payment of the debts and satisfaction of the other
                 obligations of the Partnership, excluding debts and obligations owed to Partners.

                        b.     To the payment of the debts and satisfaction of other obligations
                 owed to Partners.

                        c.       To the establishment of any reserves deemed appropriate by the
                 Liquidator for any liabilities or obligations of the Partnership, which reserves will
                 be held for the purpose of paying liabilities or obligations and, at the expiration of
                 a period the Liquidator deems appropriate, will be distributed in the manner
                 provided in Section 4.2.1(d).

                         d.      To the payment to the Partners of the positive balances in their
                 respective Capital Accounts, pro rata, in proportion to the positive balances in
                 those Capital Accounts after giving effect to all allocations under Section 4.1 and
                 all distributions for all prior periods, including the period during which the
                 process of liquidation occurs.

        If the Partnership makes distributions in kind of Partnership Assets which secures
        indebtedness, each of the Partners receiving the distribution of Partnership Assets subject

                                                  13
DALLAS1 1110639v2 68995-00001
        to the indebtedness will be severally liable (as among each other, but not for the benefit
        of others) for his or her proportionate share of the indebtedness (based upon the Value of
        the Partnership Assets distributed to each Partner as compared to the aggregate Value of
        the Partnership Assets distributed), provided that no Partner will be deemed to have
        assumed any liability on any indebtedness secured by Partnership Assets distributed to
        any Partner for which the Partner is not liable under the terms of the instrument creating
        the indebtedness, and provided that the liability of each Partner to other Partners for
        indebtedness secured by Partnership Assets distributed to him or her will be limited to the
        Value of his or her interest in the Partnership Assets. Indebtedness secured by
        Partnership Assets distributed to Partners in kind need not be discharged out of the
        proceeds of liquidation of the Partnership.

        4.3     Compliance With Timing Requirements of Treasury Regulations. If the
Partnership is “liquidated” within the meaning of Treasury Regulations Section
1.704-1(b)(2)(ii)(g): (i) distributions will be made under this Section 4.3 to the Partners who
have positive Capital Accounts in compliance with Treasury Regulations Section
1.704-1(b)(2)(ii)(b)(2) and (ii) if any Partner is indebted to the Partnership under Section 4.5, the
Partner will pay the indebtedness in accordance with the provisions of Section 4.5. In the
discretion of the General Partner, a pro rata portion of the distributions that would otherwise be
made to the Partners under the preceding sentence may be applied as follows:

                         a.      The distribution may be distributed to a trust established for the
                 benefit of the Partners for the purposes of liquidating Partnership Assets,
                 collecting amounts owed to the Partnership, and paying any contingent or
                 unforeseen liabilities or obligations of the Partnership arising out of or in
                 connection with the Partnership. The assets of any trust established under this
                 Section 4.3(a) will be distributed to the Partners from time to time, in the
                 reasonable discretion of the General Partner, in the same proportions as the
                 amount distributed to the trust by the Partnership would otherwise have been
                 distributed to the Partners under this Agreement; or

                         b.      Withheld to provide a reasonable reserve for Partnership liabilities
                 (contingent or otherwise) and to reflect the unrealized portion of any installment
                 obligations owed to the Partnership. The withheld amounts will be distributed to
                 the Partners as soon as practicable.

        4.4    Transferor-Transferee Shares. Unless agreed in writing by a transferor and
transferee, any distribution allocable to a transferred Partnership Interest which has been
transferred during a year shall be distributed to the holder of such Partnership Interest who was
the owner on the date of such distribution, without regard to the results of Partnership operations
during the year.

        4.5      Negative Capital Accounts.

               4.5.1 Limit on Obligation to Restore. Except as expressly provided in this
        Section 4.5, no Partner will be required to pay to the Partnership or to any other Partner


                                                  14
DALLAS1 1110639v2 68995-00001
        any deficit or negative balance which may exist from time to time in the Partner’s Capital
        Account.

                4.5.2 Restoration of Excess Withdrawals. If a Partner has received distributions
        or made withdrawals in excess of distributions to which such Partner is entitled under the
        terms of this Agreement, the Partner will be indebted to the Partnership in an amount
        equal to the excess distributions, and that indebtedness will be payable on terms
        prescribed by the General Partner at the time the withdrawal is made or upon demand by
        the General Partner at any time during the term of the Partnership but no later than upon
        the liquidation of the Partnership.

        4.6    Distributions. Subject to Section 4.2, after (a) the payment or reimbursement of
any expenses, and (b) establishing cash reserves (i) adequate for current and future working
capital requirements of the Partnership, if any, as determined by the General Partner, (ii) required
by any loan agreements or similar arrangements to which the Partnership is subject, and (iii)
necessary to satisfy contingencies reasonably anticipated for, or associated with, the
Partnership’s business, as determined by the General Partner, the General Partner will remit to
each Limited Partner a distribution of all remaining proceeds received with respect to the
repayment of the Loan.

                                           SECTION 5

                ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

       5.1     Admission of Additional Partners. Subsequent Limited Partners may be
admitted from time to time upon receipt of Required Consent of the Partners, subject to a
minimum investment in the Partnership of three (3) units at $5,000 per unit per investor and the
provisions of Section 6.2.

        5.2      Assignment or Transfer of Partnership Interests.

                 5.2.1 Subject to the provisions of Section 10.11, no Limited Partner shall
        Transfer, in whole or in part, its Partnership Interest or its share of the Partnership’s
        capital, assets, or property, or enter into any agreement the result of which would be for
        another Person to become directly or indirectly interested in the Partnership without (i)
        such Person agreeing in writing, in form and substance satisfactory to the General Partner
        in its sole discretion, to be bound by all of the provisions of this Agreement, and (ii) the
        prior written consent of the General Partner, which consent may not be unreasonably
        withheld.

                5.2.2 A Person to whom the interest of a Limited Partner has been Transferred
        (the “Transferee”), including a Transferee under the provisions of Section 5.2.3 or an
        Affiliate under Section 10.11, shall not be admitted to the Partnership as a Limited
        Partner with respect to the Transferred Interest and shall only have the rights of an
        assignee under the Act with respect to such Transferred Interest unless such Transferee
        obtains the consent of the General Partner, and then only upon the execution of this
        Agreement and such other instruments as the General Partner may require in order to

                                                15
DALLAS1 1110639v2 68995-00001
        evidence the undertaking of such Person to perform and comply with the terms and
        conditions of this Agreement. The Transferee shall bear all costs and expenses incident
        to the procurement of requisite legal opinions and the substitution of the Transferee as a
        Limited Partner.

                5.2.3 Any Limited Partner who desires to Transfer all or any part of its
        Partnership Interest, including a Transfer in bankruptcy, shall as a condition precedent to
        its right to do so, by notice in writing, inform the Partnership and the other Limited
        Partners of its intentions and specifically state the name of the proposed transferee,
        percent of Partnership Interest to be transferred, price for such interest, and other terms
        and conditions of the proposed Transfer (the “Proposed Disposition”), and shall by such
        notice offer such interest for sale to each of such other Limited Partners upon the same
        terms and conditions as the Proposed Disposition. The other Limited Partners, and each
        of them, at their election within twenty-one (21) days after the receipt of such notice of
        intention, shall have the right to purchase up to its proportionate share upon the same
        terms and conditions as the Proposed Disposition, and each Limited Partner electing to
        purchase up to its proportionate share shall give notice in writing to such selling Limited
        Partner of the exercise of its right to purchase a proportionate share within said twenty-
        one (21) day period. If any Limited Partner elects to purchase less than its proportionate
        share, the selling Limited Partner shall notify the other Limited Partners and they shall
        have three (3) days to notify the selling Limited Partner of their desire to purchase their
        proportionate share of the non-exercising Limited Partner’s proportionate share. Closing
        of the sale/purchase of such interest shall be consummated within five (5) days after the
        close of such option period. If the other Limited Partners do not elect to purchase all of
        the Partnership Interest so offered, the Limited Partner proposing to dispose of its
        Partnership Interest shall then be free either to dispose of that portion of the Partnership
        Interest not purchased by the other Limited Partners upon the same terms and conditions
        as the Proposed Disposition or to continue to own and hold such portion of its Partnership
        Interest subject to the terms and provisions of this Agreement.

                5.2.4 Upon the Transfer of all or part of an interest in the Partnership, at the
        request of the transferee of the interest, the General Partner shall cause the Partnership to
        elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent
        law, to adjust the basis of the Partnership properties as provided by Sections 734 and 743
        of the Code.

                                           SECTION 6

                         MANAGEMENT DUTIES AND RESTRICTIONS

        6.1     General Responsibility and Limitation on the General Partner. Management
of the day-to-day affairs of the Partnership shall be vested in the General Partner. The Limited
Partners shall not have either the obligation or the right to take part directly in the active day-to-
day management of the business, and the Limited Partners are not authorized to do or perform
any act, thing, or deed in the name of or for or on behalf of the Partnership.



                                                 16
DALLAS1 1110639v2 68995-00001
         6.2    Rights, Powers, and Duties of the General Partner. Except as expressly
limited herein, the General Partner shall have authority to do any and all things necessary to
carry out the purposes of this Partnership, including: (i) the execution of such documents as the
General Partner may deem advisable for Partnership purposes, including, without limitation,
documents evidencing the Loan, (ii) execution or one or more Subordination Agreements, and
(iii) the performance of or causing to be performed the Partnership’s obligations under any
agreement to which the Partnership is a party. Notwithstanding the foregoing, the General
Partner shall not perform any act which shall be in contravention of the Act or this Agreement,
including using, directly or indirectly, any Partnership Assets for any purpose other than carrying
on the business and purpose of this Partnership as set forth in Section 2.3, for the full and
exclusive benefit of all its Partners.

               6.2.1 The General Partner shall maintain true and correct records pertaining to
        the Partnership. The Limited Partners, acting by Required Consent, shall have the right
        to audit sufficiently to verify the accounting of all funds and the accuracy and
        appropriateness of all charges.

                6.2.2 Except as may otherwise be provided herein or under the Act, the General
        Partner shall possess the same rights and powers as a general partner in a partnership
        without limited partners (a general partnership) formed under the laws of the State of
        Texas. The General Partner shall have the authority to make any tax elections available
        to the Partnership, including the election under Code Section 754.

                6.2.3 If more than one Person serves as General Partner, all Persons who serve
        as General Partner (if there are two Persons serving as General Partner), or a majority of
        the Persons who serve as General Partner (if there are more than two Persons so serving),
        must act on behalf of, and make all decisions of, the Partnership, and only the action and
        decision of such Persons together shall bind the Partnership; provided, however,
        ministerial acts such as signing and executing deeds, documents, and agreements of all
        kinds, drawing on Partnership bank accounts, endorsing checks, signing stock powers and
        similar acts and matters, may be delegated to any Person serving as one of the General
        Partners, and third parties dealing with the Partnership shall be entitled to rely on the act
        of any single Person serving as a General Partner as the act of all General Partners and of
        the Partnership.

                 6.2.4 If the Persons who serve as General Partner are in disagreement and
        deadlock as to a matter requiring a decision to be made on behalf of the Partnership by
        the General Partner and a decision of both such Persons (if there are two such Persons) or
        the majority of such Persons (if there are more than two such Persons) cannot be reached,
        any Person who serves as General Partner may submit the matter to a third party for
        consideration and decision. All Persons who serve as General Partner must agree on the
        identity of the third party to decide the matter and must agree to be bound by the decision
        of that third party.

       6.3     Limitations on All Partners. Neither the General Partner nor any Limited
Partner shall do anything in contravention of the Act or do any of the following acts:


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DALLAS1 1110639v2 68995-00001
               6.3.1 Use the name of the Partnership (or any substantially similar name) or any
        trademark or trade name adopted by the Partnership, except in connection with the
        Partnership’s business.

                6.3.2 Disclose to any non-Partner any of the Partnership business practices,
        trade secrets, or any other information not generally known to the business community,
        except in conjunction with the Partnership’s business.

                6.3.3 Do any other act or deed with the intention of harming the operations of
        the Partnership.

                  6.3.4 Do any act contrary to this Agreement.

               6.3.5 Do any act which would make it impossible to carry on the intended or
        ordinary purposes of the Partnership.

                  6.3.6 Confess a judgment against the Partnership.

                  6.3.7 Abandon or wrongfully transfer or dispose of Partnership Assets.

                  6.3.8 Admit another Person as a Partner of the Partnership, except as provided
        herein.

        6.4       Power of Attorney.

               6.4.1 General. Each Limited Partner appoints the General Partner his, her or its
        attorney-in-fact, with full power of substitution and re-substitution, to execute in the
        Partner’s name and deliver:

                          a.      A Partnership Certificate and any amendments to the Partnership
                  Certificate that the General Partner deems appropriate.

                          b.     Any instrument that the General Partner deems appropriate in
                  order to qualify the Partnership to do business in any jurisdiction and any other
                  instrument relating to the qualification or registration of the Partnership or the use
                  of an assumed or fictitious name that the General Partner deems appropriate.

                          c.      All certificates and other instruments that may be appropriate to
                  effect the dissolution and termination of the Partnership under Section 7.

                         d.      All reports, forms, and schedules that the General Partner
                  determines appropriate to file with any governmental body in connection with any
                  Partnership activity.

                         e.     Any amendment to this Agreement (including amendments to
                  Exhibit “A” hereto) or adjustment to the books and records of the Partnership
                  appropriate to reflect the Transfer of a Partnership Interest permitted by this


                                                   18
DALLAS1 1110639v2 68995-00001
                 Agreement, or the admission to, or withdrawal from, the Partnership of a Partner
                 permitted by this Agreement, or any Capital Contribution permitted by this
                 Agreement.

                          f.      Any amendment to this Agreement authorized under Section 10.

               6.4.2 Irrevocable Grant. The power of attorney granted under this Section 6.4 is
        coupled with an interest and is irrevocable and will survive the death, dissolution, legal
        incompetency, bankruptcy, and withdrawal from the Partnership of any Partner or the
        Transfer of his or her Partnership Interest.

               6.4.3 Compensation and Certain Administrative Responsibilities of the
        General Partner. The General Partner will not receive any compensation from the
        Partnership for managing the affairs of the Partnership. The General Partner shall be
        responsible for, and shall pay, without reimbursement by the Partnership, all expenses of
        managing and administering the Partnership’s affairs and otherwise operating the
        Partnership, including all out-of-pocket costs and expenses incurred in connection with
        the management, administration, and operation of the Partnership.

                                             SECTION 7

                                DISSOLUTION OF THE PARTNERSHIP

       7.1       Dissolution. The Partnership shall be dissolved upon the first to occur of the
following:

                 7.1.1 The liquidation of all Partnership Assets, as provided in Section 2.5;

                 7.1.2 The early termination of the Partnership, as provided in Section 2.5;

               7.1.3 Within sixty (60) days after a resolution to dissolve is adopted by either
        the General Partner or by Required Consent; or

                 7.1.4 Any other event of dissolution as defined in Section 8.01 of the Act.

        7.2    Winding Up. Upon dissolution, the Partnership business shall be wound up and
liquidated as soon as reasonably practicable by the General Partner unless the Partnership is
reconstituted pursuant to the provisions of Section 3.11. The General Partner may dispose of and
convey the Partnership Assets for cash or on non-cash terms, or both, in accordance with the
provisions of this Agreement, and such Person may distribute to the Partners any remaining
Partnership Assets in cash or in kind, or both, in accordance with the provisions of this
Agreement. Upon the winding up of the Partnership, the remaining Partnership Assets shall be
paid or transferred, subject to this Section 7.2, to those creditors and Partners, in those amounts,
and in the order of priority as set forth in Section 4.2. After such winding up process is
completed, the Partnership will terminate.




                                                  19
DALLAS1 1110639v2 68995-00001
                                            SECTION 8

                            FINANCIAL ACCOUNTING AND REPORTS

        8.1      Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

        8.2     Books. The books of account of the Partnership shall be kept and maintained at
all times in the principal place of business of the Partnership and shall be separate and distinct
from all other books and records of any other Person. The books of account shall be maintained
on a basis that will be in compliance with applicable federal income tax law.

        8.3     Banking. The Partnership shall maintain accounts at such banks or other
financial institutions as the General Partner shall determine is necessary for the operation of the
Partnership. Checks shall be drawn on such accounts for Partnership purposes and shall be
signed by the General Partner or its designees.

       8.4    Commingling of Accounts. The accounts of the Partnership may be commingled
with other funds and accounts, including accounts of other partnerships and entities affiliated
with the General Partner.

        8.5     Access to Books. Each Partner shall have the right at all reasonable times during
usual business hours to examine and make copies of or extracts from the books of account of the
Partnership. Any Partner may exercise such right through any agent or employee so designated
by it, and such expense shall be an expense of the Partner exercising such right.

        8.6     Tax Status and Tax Elections. The Partners hereby agree to classify the
Partnership as a partnership for federal tax purposes. Neither the Partnership nor any Partner
shall file an election to classify the partnership as an association taxable as a corporation for
federal tax purposes. The General Partner shall make any other tax elections on behalf of the
Partnership as it shall deem appropriate.

        8.7    Tax Returns. All tax returns are to be timely prepared and filed by the General
Partner or its designee. Any expense incurred in the preparation, review and filing of the tax
returns shall be the expense of the General Partner. Copies of all such returns and statements,
including Form K-1, shall be timely furnished to all Partners, but in any event within 120 days
following the close of each fiscal year. The General Partner is hereby designated the Tax
Matters Partner for Federal income tax purposes pursuant to Section 6231 of the Code.

       8.8     Consent in Lieu of Meeting. Any action which may be taken by the Partners at a
meeting may be effected through the execution of written consents by the requisite percentage of
Partnership Interests of the Partners.

       8.9    Withholding. Notwithstanding anything to the contrary in this Agreement, the
General Partner may withhold from any distribution or amount due to a Limited Partner any
amounts required to be withheld pursuant to any applicable federal, state, or local tax
requirements, with such withheld amount treated as if it was distributed to such Limited Partner.



                                                 20
DALLAS1 1110639v2 68995-00001
The determination of the General Partner as to the necessity of such withholding shall be binding
upon the Limited Partners.

                                            SECTION 9

    CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS, AND WARRANTIES
                     OF THE LIMITED PARTNERS

       9.1   Certain Acknowledgements of the Limited Partners. Each Limited Partner
hereby acknowledges the following:

                 9.1.1 That each of the General Partner and GACC is engaged in the business of
        buying, selling, collecting, and otherwise managing distressed consumer debt receivables
        for its own account and for and on behalf of third parties, that have been or in the future
        may be organized to engage in similar businesses as the Partnership.

               9.1.2 That, consistent with its duties and obligations as the General Partner, the
        General Partner will pursue the purpose and intent of the Partnership as expressed in
        Section 2.3; but, that the General Partner owes similar duties and obligations to others,
        including duties and obligations as the general partner of other partnerships that have
        been or in the future may be organized to engage in similar businesses as the Partnership.

                9.1.3 That the Partnership will have no rights to purchase, own, or manage any
        assets other than the specific Partnership Assets, and in particular will have no
        preferences over the rights of other partnerships in which the General Partner serves as
        general partner and no rights of first refusal or similar rights with respect to any particular
        assets (other than Partnership Assets) that may be purchased, owned, or managed by the
        General Partner or GACC, whether for its own account or for and on behalf of third
        parties other than the Partnership. Each Limited Partner has entered into this Agreement
        because of the experience and specialization of each of the General Partner and GACC
        with full knowledge and understanding of the nature of the business of each of the
        General Partner and GACC and of the duties and obligations of to others.

               9.1.4 That there is no assurance or guarantee that any of the following will
        occur: (i) payment of all or any distributions; (ii) return of all or part of the Capital
        Contributions; or (iii) any profit will be earned by such Partner on its investment in the
        Partnership.

       9.2      Representations and Warranties of Limited Partners. Each Limited Partner
hereby represents and warrants to and covenants with the General Partner and each other Limited
Partner as follows:

                9.2.1 Power and Authority. Such Limited Partner has all requisite power and
        authority to execute and deliver this Agreement and to carry out and perform its
        obligations under the terms of this Agreement.



                                                  21
DALLAS1 1110639v2 68995-00001
                9.2.2 Authorization and Enforcement. All action on the part of such Limited
        Partner necessary for the authorization, execution, delivery, and performance of all
        obligations under this Agreement by such Limited Partner has been duly taken. This
        Agreement constitutes the valid and legally binding obligation of such Limited Partner,
        enforceable in accordance with its terms.

               9.2.3 Accredited Investor. Such Limited Partner is an Accredited Investor, and
        the Beneficial Owners of the Limited Partner consist solely of 10 or less individuals, each
        of whom is an Accredited Investor. Such Limited Partner will not permit the number of
        its Beneficial Owners to exceed 10 individuals. Investor affirms by signing the
        Agreement that he/she/it is an Accredited Investor as defined in Regulation D.

                9.2.4 Professional Advice. Such Limited Partner has obtained, to the extent that
        it deems necessary, professional advice with respect to the risks inherent in investing in
        the Partnership and the suitability of an investment in the Partnership in light of the
        financial condition and investment needs of such Limited Partner.

                9.2.5 Investment. Such Limited Partner is investing in the Partnership for
        investment for its own account, not as a nominee or agent, and not with the view to, or
        for resale in connection with, any distribution thereof. Such Limited Partner understands
        that the interests in the Partnership have not been, and will not be, registered under the
        Securities Act or the securities laws of the State of Texas or any other state by reason of
        specific exemptions from the registration provisions of the Securities Act and the
        securities laws of the State of Texas and other applicable jurisdictions, the availability of
        which depends upon, among other things, the accuracy of the representations made herein
        by such Limited Partner. Such Limited Partners acknowledge that the Partnership has not
        undertaken to register the interests in the Partnership for resale at any time under the
        Securities Act or applicable state securities laws.

                9.2.6 Ability to Bear Risk. Such Limited Partner is in a financial position to
        hold its interest in the Partnership for an indefinite period of time and is able to bear the
        economic risk and withstand a complete loss of investment in the Partnership.

                9.2.7 Investigation and Access to Information. Such Limited Partner has been
        given access to full and complete information regarding the General Partner and the
        Partnership, including, in particular, the risks associated with the proposed business of
        the Partnership and an investment in the Partnership, and has utilized such access to its
        satisfaction for the purpose of obtaining information about the General Partner and the
        Partnership; in particular, such Limited Partner has either met with or been given
        reasonable opportunity to meet with representatives of the General Partner and the
        Partnership for purposes of asking questions of, and receiving answers from, such
        representatives concerning the terms and conditions of this Agreement and to obtain any
        additional information, to the extent reasonably available, necessary to verify the
        information provided concerning the General Partner and the Partnership. Such Limited
        Partner has been solely responsible for its own due diligence investigation the General
        Partner and of the Partnership and its proposed business, and its analysis of the merits and
        risks of an investment in the Partnership being acquired pursuant to this Agreement, and

                                                 22
DALLAS1 1110639v2 68995-00001
        is not relying on any analysis or investigation of the General Partner and the Partnership,
        its business, or the merits or risks of an investment in the Partnership, made by any other
        Person, including the Partnership or the General Partner, or the General Partner’s
        officers, directors, members, managers, and agents, other than Persons employed
        specifically by such Limited Partner for such purpose.

               9.2.8 Ultimate Parent Entity. The Ultimate Parent Entity of such Limited
        Partner is accurately reflected in Exhibit “A” hereto.

                                          SECTION 10

                                     OTHER PROVISIONS

        10.1 Execution and Filing of Documents. The General Partner and each Limited
Partner (or the General Partner as such Limited Partner’s attorney-in-fact) shall execute and file
such certificates and other documents as may be required by the Act and other applicable laws.
The General Partner shall cause the Partnership to be qualified, formed, reformed or registered
under the limited partnership laws, assumed or fictitious name statutes, or similar laws in any
jurisdiction in which the Partnership owns property or transacts business if such qualification,
formation, reformation, or registration is necessary in order to protect the limited liability of the
Limited Partners or to permit the Partnership lawfully to own property or transact business as a
limited partnership. The General Partner shall execute, file, and publish all such certificates,
notices, statements, or other instruments appropriate to conduct the business of the Partnership
and to maintain the limited liability of the Limited Partners.

       10.2 Other Instruments and Acts. The Partners agree to execute any other
instruments or perform any other acts that are or may be necessary to effectuate and carry on the
business and purposes of the Partnership.

        10.3 Binding Agreement. This Agreement shall be binding upon and inure to the
benefit of the Partners and permitted transferees, successors, assigns, and legal representatives of
the Partners.

        10.4 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Texas, without giving effect to the principles of conflict of laws. Each
Partner consents to the jurisdiction of any court in Tarrant County, Texas with subject matter
jurisdiction for any action commenced by the Partnership or another Partner arising out of
matters related to this Agreement or the Partnership. Each of the Partners waives the right to
commence an action in connection with this Agreement in any court outside Tarrant County,
Texas.

       10.5 Notices. Any notice or other communication that one Partner desires to give to
another Partner or the Partnership or that the Partnership desires to give to a Partner shall be in
writing, and shall be deemed effectively given upon personal delivery or upon deposit in any
United States mail box, by registered or certified mail, postage prepaid, or upon transmission by
facsimile, telegram, or telex, addressed, in the case of a Partner, to the Partner at the address
shown on the books and records of the Partnership or at such other address as a Partner may

                                                 23
DALLAS1 1110639v2 68995-00001
designate by fifteen (15) days’ advance notice to the other Partners and, in the case of the
Partnership, to its registered office designated in Section 2.4; provided, however, that any notice
to a Partner with an address outside the United States shall be deemed effectively given only
upon personal delivery or upon transmission by facsimile, telegram or telex with a confirmation
copy sent by air mail.

        10.6     Amendment.

              10.6.1 This Agreement may be amended only upon receipt of a Required
        Consent.

                10.6.2 No amendment of this Agreement may modify the method of allocation of
        Net Profit or Net Loss, modify any management rights, responsibilities, or liabilities of
        the General Partner, modify the method of determining the Capital Accounts of any
        Partner, reduce the requisite ownership interest of Limited Partners required to take
        action as specified in the Agreement, or change the name of the Partnership to include the
        name of any of the Limited Partners, unless the General Partner and each Limited Partner
        affected thereby have expressly consented in writing to such amendment.

                 10.6.3 The General Partner, acting alone, may make ministerial changes in the
        Partnership Agreement for the purpose of correcting errors and inconsistencies and to
        comply with federal, state, and local rules, regulations, and laws, provided that the
        liability of the Limited Partners for Partnership debts shall not be increased by such
        amendment nor shall the right of the Limited Partners to Partnership allocations or
        distributions be adversely affected thereby.

        10.7 Entire Agreement. This Agreement, including the exhibits hereto in such final
form as the same may be executed, and any investor questionnaires shall constitute the entire
agreement of the Partners and supersede all prior agreements among the Partners with respect to
the Partnership.

      10.8 Titles; Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and shall not be considered in the interpretation of this Agreement.

         10.9 Indemnification of the General Partner. The General Partner is hereby
indemnified, defended, and held harmless by the Partnership from and against all claims,
liabilities, and expenses arising out of the General Partner’s management of the Partnership’s
affairs, but excluding those caused by (a) the General Partner’s gross negligence, willful
misconduct, or knowing violation of law, or (b) the General Partner’s breach of any fiduciary
responsibilities to the Partnership or the Limited Partners. These indemnification rights are in
addition to any rights the General Partner may have against third parties. Notwithstanding
anything to the contrary in this Agreement, no Partner shall be obligated to contribute any
amount to the Partnership in order to satisfy the Partnership’s indemnification obligations under
this Section 10.9, such obligations being limited at all times to the assets of the Partnership.

         10.10 No Right to Partition. Each Partner hereby irrevocably waives any and all rights
that it may have to maintain or institute an action for partition of the Partnership assets.


                                                24
DALLAS1 1110639v2 68995-00001
        10.11 Right to Assign to Certain Persons. Notwithstanding contrary provisions of this
Agreement, including, without limitation, the provisions of Section 5.2.3, the Limited Partners
will have the absolute right to assign their interests to (a) Affiliates, (b) an immediate family
member of the Limited Partner (including testamentary transfers), or (c) a family limited
partnership affiliated with the Limited Partnership or the general partner or any limited partners
in such family limited partnership so long as they are immediate family members of the Limited
Partner with whom such family limited partnership is affiliated. However, any Limited Partner
desiring to Transfer all or any part of its Partnership Interest, pursuant to this Section 10.11, shall
bear all costs and expenses incident to the procurement of requisite legal opinions and the
substitution of the Transferee as a Limited Partner.

        10.12 Arbitration; Dispute Costs. The parties irrevocably agree that any dispute
relating to or arising out of or in connection with this Agreement, or the breach thereof shall be
resolved exclusively by binding arbitration administered in Arlington, Texas, by the American
Arbitration Association (“AAA”) in accordance with its Commercial Financial Disputes
Arbitration Rules (“Rules”), and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof pursuant to applicable law. Arbitrators appointed
by AAA hereunder shall be appointed from the National Roster for Commercial Financial
Disputes as provided in the Rules unless otherwise mutually agreed to by the parties. The
prevailing party in the resolution of any dispute (“Dispute Resolution”) concerning this
Agreement or any provision hereof shall be entitled to its reasonable attorney’s fees, including
investigation and costs of discovery, and other costs connected with such Dispute Resolution, in
addition to all other recovery or relief. The prevailing party shall be that party receiving
substantially the relief sought or successfully defending substantially the position maintained in
the Dispute Resolution, whether or not brought to final award or judgment.

        10.13 Counterpart and Fax Execution. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Each such multiple counterpart of this Agreement may be transmitted
via facsimile or other similar electronic means and executed by one or more of the undersigned,
and a facsimile of the signature of one or more of the undersigned shall be deemed an original
signature for all purposes and have the same force and effect as a manually-signed original.

        10.14 Construction. The terms “other”, “include”, “including” and all variants thereof
shall indicate a non-exclusive example and shall be construed as if immediately followed by the
words “without limitation.” The parties 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 and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.




                                                  25
DALLAS1 1110639v2 68995-00001
                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                        26
DALLAS1 1110639v2 68995-00001
        IN WITNESS WHEREOF, the Partners have executed this Agreement as of February 1,
2007.


Partnership:     Note Investment 07-01, LP.

Number of Units: __________ Cost/Unit: $5,000     Investment Amount: $________________


GENERAL PARTNER:

GAC GP LLC


By:
Name: Mike Varrichio
Title: President


LIMITED PARTNER:

Individual Limited Partner:                     Partnership, Corporation, Limited          Liability
                                                Company or Trust Limited Partners:


                     (Signature)                             (Print Name of Entity)

                                                By:
                    (Print Name)                        (Signature of Authorized Person)


                                                            (Print Name and Title of
                                                              Authorized Person)




                      (Address)                               (Address of Entity)


               Social Security Number                      Federal Tax I.D. Number

Telephone number:

Email address:




DALLAS1 1110639v2 68995-00001
                                      EXAMPLE EXHIBIT “A”
                                               TO
                                AGREEMENT OF LIMITED PARTNERSHIP
                                               OF
                                    NOTE INVESTMENT 07-01, LP




Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone

Limited Partner           Address
                          City/State/Zip
                          Phone




DALLAS1 1110639v2 68995-00001

				
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