Debt Buyout Agreement

DEBT BUYOUT AGREEMENT

This Debt Buyout Agreement (the Agreement) is made as of by and between Seller Name: , with principal address: (hereinafter referred to as "Seller"), and Buyer Name: , with principal address: (hereinafter referred to as "Buyer"). Seller and Buyer are each a Party and collectively the Parties.

RECITALS

WHEREAS, Seller is the current owner and holder of certain debt obligations and accounts receivable as more particularly described in Schedule A attached hereto and incorporated herein (the Purchased Debt Obligations); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all right, title and interest in and to the Purchased Debt Obligations upon the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the purchase, sale, assignment and collection of the Purchased Debt Obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Closing" means the consummation of the purchase and sale of the Purchased Debt Obligations in accordance with Section 4 of this Agreement.

1.2 "Purchase Price" means the aggregate amount to be paid by Buyer to Seller as set forth in Section 3.

2. PURCHASE AND SALE

2.1 Sale and Assignment. Subject to the terms and conditions of this Agreement, on the Closing Date Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of Seller's right, title and interest in and to the Purchased Debt Obligations free and clear of any liens, encumbrances or adverse claims, other than those expressly disclosed in Schedule A.

2.2 Purchased Assets. The Purchased Debt Obligations shall include all related contract rights, payment histories, credit file information in Seller's possession, and any ancillary rights necessary to collect or enforce the Purchased Debt Obligations, to the extent assignable under applicable law.

3. PURCHASE PRICE; PAYMENT

4. CLOSING

4.1 Closing Deliverables. At or prior to the Closing, Seller shall deliver to Buyer: (a) an executed Assignment of Accounts substantially in the form customary for assignments of receivables; (b) account ledgers and supporting documentation in Seller's possession; (c) a certificate of authority and good standing for Seller where applicable; and (d) all other instruments reasonably required to effectuate the transfer contemplated by this Agreement.

4.2 Settlement Mechanics. Unless otherwise agreed in writing, Buyer shall pay the Purchase Price by wire transfer to an account designated in writing by Seller on or before the Closing Date, subject to any customary set-offs and prorations as expressly set forth herein.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof and as of Closing that:

(a) Organization and Authority. Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to enter into and perform this Agreement.

(b) Title to Purchased Debt Obligations. Seller is the sole legal and beneficial owner of the Purchased Debt Obligations as described in Schedule A, and Seller has good and marketable title thereto, free and clear of any liens, security interests, encumbrances or adverse claims except as expressly disclosed in Schedule A.

(c) No Conflicts; Consents. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby will not (i) violate any material agreement to which Seller is a party, (ii) breach any judgment, order or decree applicable to Seller, or (iii) require any consent, approval or authorization of a third party except as listed in Schedule A.

6. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that Buyer has full power and authority to enter into and to perform its obligations under this Agreement and that funds to be used to pay the Purchase Price are not derived from unlawful activities. Buyer acknowledges the Purchased Debt Obligations are acquired "as is" except as expressly set forth in Seller's representations and warranties.

7. CONDITIONS PRECEDENT

7.1 Conditions to Each Party's Obligations. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the fulfillment or waiver at or prior to Closing of the following conditions: (a) the representations and warranties of the other Party are true and correct in all material respects as of the Closing Date; (b) the other Party has performed and complied in all material respects with all covenants and agreements required to be performed by it prior to the Closing; and (c) no injunction, order or law shall have been enacted or issued that prevents the consummation of the transactions.

8. ASSIGNMENT; FURTHER ASSURANCES

Seller shall execute and deliver all instruments, documents and notices reasonably necessary to effectuate the assignment and transfer of the Purchased Debt Obligations to Buyer. Buyer shall be responsible for filing, recording or providing notice of assignment where required by applicable law.

9. COLLECTIONS; ENFORCEMENT

9.1 Buyer shall have the exclusive right, following the Closing, to pursue collection and enforcement of the Purchased Debt Obligations. Buyer shall act in good faith and in compliance with all applicable laws in the exercise of such rights.

By checking this box Buyer confirms it will assume all collection and enforcement responsibilities for the Purchased Debt Obligations from the Closing Date forward.

10. INDEMNIFICATION

10.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Seller's representations or warranties or from any undisclosed lien, claim or other encumbrance on the Purchased Debt Obligations.

10.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Buyer's collection activities after the Closing, provided such activities are conducted in accordance with applicable law.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

12. CONFIDENTIALITY

Each Party shall treat as confidential and shall not disclose to any third party any non-public information obtained from the other Party in connection with this Agreement, except as required by applicable law or to enforce this Agreement. Confidential information does not include information that becomes public other than by breach of this Agreement.

13. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

14. GOVERNING LAW; MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Parties without regard to its conflicts of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located therein for any action arising out of or relating to this Agreement.

14.2 Entire Agreement. This Agreement, including Schedule A and any exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that materially accomplishes the original intent.

14.4 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.

SCHEDULE A — DESCRIPTION OF PURCHASED DEBT OBLIGATIONS

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