Financial MLPA Agreement

Financial MLPA Agreement

Parties and Effective Date

This Master Loan Participation Agreement (the Agreement) is entered into as of by and between:

Recitals

A. Originator originates, acquires or holds loans and other financial assets (Participating Assets) and from time to time desires to sell, and the Participant desires to purchase, undivided participation interests in such Participating Assets under the terms and conditions set forth in this Agreement.

B. The parties desire to set forth the terms upon which the Participant will purchase participations, the allocation of payments, servicing responsibilities, representations, warranties and remedies in the event of default.

Definitions

Capitalized terms used in this Agreement shall have the following meanings unless the context otherwise requires: "Participating Asset" means any loan, note, lease or receivable identified by the parties and accepted for participation; "Participation Interest" means the undivided percentage interest in a Participating Asset purchased by Participant; "Servicing" means the activities set forth in Section 5.

Purchase of Participation Interests

1. Offering and Acceptance. From time to time, Originator may offer to sell to Participant, and Participant may elect to purchase, Participation Interests in Participating Assets identified on a Purchase Schedule delivered in accordance with this Agreement.

2. Purchase Price. The purchase price for each Participation Interest shall be the amount set forth on the applicable Purchase Schedule. The aggregate purchase price for the initial purchase is .

Purchase Schedule & Asset Detail

The following schedule identifies initial Participating Assets and the terms of the Participation Interests. Additional rows may be added by the parties on subsequent Purchase Schedules delivered under this Agreement.

Payment Allocation and Servicing

1. Payments received on Participating Assets shall be remitted to Participant in proportion to Participant's Participation Interests after deduction of any servicing fees, advances, taxes and other amounts properly payable under this Agreement.

2. Servicing. Originator shall act as servicer for Participating Assets unless the parties otherwise agree in writing. The standard servicing fee to be retained by Originator is of gross collections, payable monthly.

Representations and Warranties

Originator represents and warrants to Participant that, as of the applicable purchase date and as to each Participating Asset: (a) the asset is a legal, valid and enforceable obligation, (b) no material defaults exist other than those disclosed on the Purchase Schedule, (c) Originator has good and marketable title to the Participation Interest to be sold, free and clear of liens except as disclosed, and (d) the asset documents are in full force and effect.

Participant represents that it has the corporate or other authority to enter into this Agreement and that it is acquiring Participation Interests for investment and not with a view to distribution.

Events of Default & Remedies

An Event of Default by a party shall include failure to perform material obligations, breach of knowingly false representation, bankruptcy or insolvency. Upon an Event of Default, the non-defaulting party shall have the right to suspend purchases, accelerate amounts due, or pursue specific performance and all other remedies available at law or in equity.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from and against any losses, claims or liabilities arising from that party's breach of this Agreement, gross negligence or willful misconduct. No party shall be liable for consequential, punitive or exemplary damages except for damages arising from gross negligence or willful misconduct.

Confidentiality

Each party agrees to maintain the confidentiality of non-public information received in connection with this Agreement and to use such information solely to exercise its rights and perform its obligations under this Agreement, except as required by applicable law or regulation.

Notices

All notices must be in writing and delivered to the notice address set forth below by hand, nationally recognized overnight courier, or certified mail, return receipt requested. Notices shall be effective upon receipt.

Taxes, Advances and Setoffs

Originator shall be responsible for collecting and remitting taxes arising from servicing and shall be entitled to make reasonable advances to preserve the value of Participating Assets. Advances may be reimbursed from collections prior to distribution to Participant unless otherwise agreed in writing.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction selected by the parties. Any dispute arising out of or relating to this Agreement shall be resolved by the courts of such jurisdiction or as the parties may otherwise agree in writing.

Amendment; Assignment

This Agreement may be amended only by a written instrument signed by both parties. Neither party may assign its rights or obligations hereunder without the prior written consent of the other, except that Participant may assign its rights to an affiliate or to a successor purchaser provided it gives prior notice to Originator.

Fees, Expenses and Payment Terms

Schedules and Reporting

Originator shall provide monthly reporting to Participant setting forth collections, delinquencies, advances, recoveries, and other material events with respect to Participating Assets.

Miscellaneous Provisions

Severability: If any provision is invalid, the remainder of this Agreement shall remain in full force. Waiver of any breach shall not constitute waiver of subsequent breaches.

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