Lender Seller Agreement

LENDER SELLER AGREEMENT

This Lender Seller Agreement (the Agreement) is made as of by and between Lender Name: with its principal place of business at , and Seller Name: with its principal place of business at .

RECITALS

WHEREAS, Seller originates, holds and, on or prior to the Closing, will own certain loans, receivables, and related assets described in Schedule A (the Purchased Assets);

WHEREAS, Lender desires to purchase, and Seller desires to sell and assign, all right, title and interest in and to certain Purchased Assets subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for the transactions contemplated hereby to effectuate the transfer of the Purchased Assets free and clear of all seller-side liens and encumbrances except as expressly assumed by Lender herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Purchased Assets" means the loans, accounts, receivables, contract rights and related collateral described in Schedule A. "Closing" means the consummation of the sale and assignment described in Section 4. "Purchase Price" has the meaning set forth in Section 3. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the applicable transaction documents.

2. SALE AND TRANSFER

2.1 Sale and Assignment. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer, assign and convey to Lender, and Lender shall purchase and accept, all of Seller's right, title and interest in and to the Purchased Assets, together with all related proceeds and contractual rights, free and clear of any liens, claims or encumbrances except as expressly set forth herein.

2.2 Further Assurances. Each party shall execute and deliver such further instruments, and take such further actions, as may be reasonably necessary to effectuate the transfers contemplated by this Agreement, including assignments, endorsements, instruments of transfer and uniform commercial code fixture filings.

3. PURCHASE PRICE; PAYMENT

3.1 Purchase Price. The Purchase Price for the Purchased Assets shall be (the Purchase Price), subject to adjustments as provided in this Agreement.

3.2 Payment Mechanics. At the Closing Lender shall pay the Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller not later than two Business Days prior to the Closing. If the parties agree to escrow or holdback arrangements, terms and conditions for release shall be set forth in an escrow agreement executed contemporaneously with this Agreement.

4. CLOSING

4.1 Closing Date. The Closing shall occur on , or on such other date as the parties may mutually agree in writing.

4.2 Closing Deliveries. At the Closing, Seller shall deliver to Lender assignments, endorsements, payoff letters, certificates of title where applicable, written seller representations and warranties, and any documents required to permit Lender to perfect and enforce its rights in the Purchased Assets. Lender shall deliver the Purchase Price as provided in Section 3.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Lender that: (a) Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or other power to own its properties and to carry on its business; (b) Seller has the full right, power and authority to enter into this Agreement and to sell, assign and transfer the Purchased Assets free and clear of all liens, claims and encumbrances except as disclosed to Lender in writing prior to the Effective Date; (c) the Purchased Assets constitute valid and enforceable obligations of the obligors thereon, subject to the applicable loan documents and defenses available to obligors; and (d) no consent of any third party or governmental authority is required for the consummation of the transactions contemplated hereby, except as set forth in Schedule B.

5.2 Lender Representations. Lender represents and warrants to Seller that: (a) Lender is duly organized and has the power and authority to enter into this Agreement and to perform its obligations hereunder; (b) Lender's entry into this Agreement will not violate any material agreement or law applicable to Lender; and (c) Lender has sufficient funds or committed financing available to pay the Purchase Price at Closing.

6. COVENANTS

6.1 Seller Covenants. From the Effective Date through the Closing, Seller shall (a) preserve the Purchased Assets in the ordinary course of business; (b) not create, incur or suffer to exist any lien on the Purchased Assets other than permitted encumbrances disclosed in writing; and (c) notify Lender promptly of any claim, litigation or condition materially affecting the value or collectability of the Purchased Assets.

6.2 Post-Closing Assistance. For a period of following the Closing, Seller shall provide reasonable cooperation and assistance in transitions and further documentation reasonably requested by Lender for enforcement or collection of the Purchased Assets, subject to reimbursement of Seller's reasonable out-of-pocket costs.

7. TAXES AND EXPENSES

Except as otherwise provided in this Agreement, each party shall bear its own costs and expenses incurred in connection with the transactions contemplated hereby. Transfer, documentary, recording and similar transactional taxes (if any) arising from the sale, assignment or transfer of the Purchased Assets shall be paid by .

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Lender and its affiliates from and against any and all losses, damages, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Seller's representations, warranties or covenants in this Agreement, or from pre-Closing acts or omissions of Seller relating to the Purchased Assets.

8.2 Lender Indemnity. Lender shall indemnify, defend and hold harmless Seller from and against any losses, liabilities, claims and expenses arising from Lender's post-Closing servicing, collection actions, or breach of its representations and covenants.

8.3 Procedures. As a condition to any indemnified party's right to indemnification hereunder, the indemnified party shall provide prompt written notice of any claim and permit the indemnifying party to assume the defense thereof; provided, however, that the failure to provide such notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced thereby.

9. DEFAULT; REMEDIES

Upon the occurrence of an Event of Default by either party, the non-defaulting party shall have all remedies available at law or in equity, including specific performance, injunctive relief and recovery of damages. No single remedy shall be deemed exclusive and the exercise of any remedy shall not preclude the exercise of any other remedy.

10. CONFIDENTIALITY

Each party shall keep confidential all non-public information and data received from the other party in connection with this Agreement and shall not disclose such information except to its affiliates, advisors and representatives who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, or as required by applicable law.

11. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, fraud or indemnification obligations arising from third party claims, neither party shall be liable to the other for consequential, special, punitive or incidental damages, lost profits, or lost business, whether in contract, tort or otherwise.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic transmission with confirmed receipt, to the parties at the addresses set forth below or at such other address as either party may designate by notice to the other party in accordance with this Section.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the county in that state for the resolution of disputes arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

14.1 Entire Agreement. This Agreement, together with the Schedules and Exhibits hereto, constitutes the full and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between the parties concerning such subject matter.

14.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.3 Amendment; Waiver. 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 under this Agreement shall operate as a waiver of such right.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective and binding for all purposes.

SCHEDULE A — DESCRIPTION OF PURCHASED ASSETS

SCHEDULE B — EXCEPTIONS AND DISCLOSURES

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