EXHIBIT
      10.1

     

    
      
        

      



    


    MASTER
      LOAN AND SERVICING AGREEMENT

    


    


    dated
      as
      of December 21, 2006

    


    


    by
      and
      among

    


    EAR
      CAPITAL I, LLC

    


    as
      Borrower

    


    and

    


    DRV
      CAPITAL, LLC

    


    as
      Servicer

    


    and

    


    DEBT
      RESOLVE, INC.

    


    as
      Parent
      of Borrower and Servicer

    


    and

    


    SHERIDAN
      ASSET MANAGEMENT, LLC

    


    as
      Lender

    
 

    
      
        

      

    

     

    HEBBLE
      & ASSOCIATES, P.C.

    61
      Broadway, Suite 1000

    New
      York,
      New York 10006-2731

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

            	
              THE
                LOANS

            	
              1

            
	
              Section
                1.1

            	
              Definitions

            	
              1

            
	
              Section
                1.2

            	
              The
                Loans

            	
              1

            
	
              Section
                1.3

            	
              Procedures
                for Loans

            	
              2

            
	
              Section
                1.4

            	
              The
                Note

            	
              2

            
	
              Section
                1.5

            	
              Financed
                Amount

            	
              2

            
	
              Section
                1.6

            	
              Interest

            	
              2

            
	
              Section
                1.7

            	
              Conditions
                to Loans; Loan Closings

            	
              3

            
	
              Section
                1.8

            	
              Repayment
                of Principal, Fixed Interest and Lender’s Residual

            	
              5

            
	
              Section
                1.9

            	
              Survival
                of Obligation to Pay the Lender’s Residual

            	
              6

            
	
              Section
                1.10

            	
              Principal

            	
              6

            
	
              Section
                1.11

            	
              Asset
                Management Fee

            	
              6

            
	
              ARTICLE
                II

            	
              COLLATERAL,
                COLLECTIONS AND DISTRIBUTIONS

            	
              6

            
	
              Section
                2.1

            	
              Perfection
                of Lender’s Security Interest

            	
              6

            
	
              Section
                2.2

            	
              Administration
                of Collateral and Collections

            	
              7

            
	
              ARTICLE
                III

            	
              REPRESENTATIONS
                AND WARRANTIES OF BORROWER AND SERVICER

            	
              10

            
	
              Section
                3.1

            	
              Corporate
                Existence and Power

            	
              10

            
	
              Section
                3.2

            	
              Authorization

            	
              10

            
	
              Section
                3.3

            	
              Compliance
                with Law and Other Agreements

            	
              11

            
	
              Section
                3.4

            	
              Litigation

            	
              11

            
	
              Section
                3.5

            	
              Ownership;
                Liens

            	
              11

            
	
              Section
                3.6

            	
              No
                Materially Adverse Contracts

            	
              11

            
	
              Section
                3.7

            	
              Disclosure

            	
              12

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                3.8

            	
              Government
                Approval

            	
              12

            
	
              Section
                3.9

            	
              Professional
                Capability

            	
              12

            
	
              Section
                3.10

            	
              Limited
                Authority over Custodial Account

            	
              12

            
	
              Section
                3.11

            	
              Credit
                and Collection Policy

            	
              12

            
	
              ARTICLE
                IV

            	
              ASSET
                SERVICING

            	
              12

            
	
              Section
                4.1

            	
              Servicer

            	
              12

            
	
              Section
                4.2

            	
              Replacement
                Servicer

            	
              13

            
	
              Section
                4.3

            	
              Duties
                of Servicer

            	
              13

            
	
              Section
                4.4

            	
              Servicer’s
                Indemnification

            	
              14

            
	
              Section
                4.5

            	
              Termination
                of Servicer

            	
              15

            
	
              Section
                4.6

            	
              Rights
                of Servicer Upon the Occurrence of a Servicer Termination
                Event

            	
              17

            
	
              ARTICLE
                V

            	
              COVENANTS
                OF BORROWER AND SERVICER

            	
              17

            
	
              Section
                5.1

            	
              Business
                and Existence

            	
              17

            
	
              Section
                5.2

            	
              Payment
                of Obligations and Expenses

            	
              18

            
	
              Section
                5.3

            	
              Payment
                of Taxes and Assessments

            	
              18

            
	
              Section
                5.4

            	
              Notice
                of Event of Default

            	
              18

            
	
              Section
                5.5

            	
              Asset
                Information

            	
              18

            
	
              Section
                5.6

            	
              Other
                Information

            	
              19

            
	
              Section
                5.7

            	
              Right
                of Inspection

            	
              19

            
	
              Section
                5.8

            	
              Asset
                Portfolio Acquisition List

            	
              19

            
	
              Section
                5.9

            	
              Compliance
                Certificate

            	
              19

            
	
              Section
                5.10

            	
              Reimbursement
                of Collection and Enforcement Expenses

            	
              19

            
	
              Section
                5.11

            	
              Liens;
                Other Debt

            	
              19

            
	
              Section
                5.12

            	
              Consolidation,
                Merger, Sale of Collateral; Changes to Organizational
                Documents

            	
              20

            
	
              Section
                5.13

            	
              Other
                Agreements

            	
              20

            
	
              Section
                5.14

            	
              Use
                of Loan Proceeds

            	
              20

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.15

            	
              Notification
                of Legal Process

            	
              20

            
	
              Section
                5.16

            	
              Transactions
                with Affiliates

            	
              20

            
	
              Section
                5.17

            	
              Annual
                Financial Statements

            	
              20

            
	
              Section
                5.18

            	
              Quarterly
                Financial Statements

            	
              20

            
	
              Section
                5.19

            	
              Single
                Purpose Entity

            	
              21

            
	
              Section
                5.20

            	
              Collections
                Policy

            	
              22

            
	
              Section
                5.21

            	
              Minimum
                Monthly Payment Policy

            	
              22

            
	
              Section
                5.22

            	
              Amendments
                to Asset Purchase Agreement

            	
              22

            
	
              Section
                5.23

            	
              Transactions
                Involving Collateral

            	
              22

            
	
              Section
                5.24

            	
              Further
                Assurance on Third Party Financings

            	
              22

            
	
              Section
                5.25

            	
              Custodial
                Account

            	
              23

            
	
              ARTICLE
                VI

            	
              DEFAULT

            	
              23

            
	
              Section
                6.1

            	
              Events
                of Default

            	
              23

            
	
              Section
                6.2

            	
              Effect
                of Event of Default

            	
              24

            
	
              ARTICLE
                VII

            	
              DEFINITIONS

            	
              25

            
	
              ARTICLE
                VIII

            	
              MISCELLANEOUS

            	
              31

            
	
              Section
                8.1

            	
              Survival
                of Representations and Warranties

            	
              31

            
	
              Section
                8.2

            	
              Cure

            	
              31

            
	
              Section
                8.3

            	
              Relationship
                between Parties

            	
              31

            
	
              Section
                8.4

            	
              Confidentiality

            	
              32

            
	
              Section
                8.5

            	
              Amendment
                and Modification

            	
              32

            
	
              Section
                8.6

            	
              Waivers

            	
              32

            
	
              Section
                8.7

            	
              Assignment
                and Transferability of Loan Agreement; Loan Participations

            	
              32

            
	
              Section
                8.8

            	
              Actions
                in Connection with Bankruptcy

            	
              33

            
	
              Section
                8.9

            	
              GOVERNING
                LAW; JURISDICTION; VENUE

            	
              33

            
	
              Section
                8.10

            	
              WAIVER
                OF JURY TRIAL

            	
              33

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.11

            	
              Severability
                and Enforceability of Loan Agreement

            	
              34

            
	
              Section
                8.12

            	
              Titles
                and Headings

            	
              34

            
	
              Section
                8.13

            	
              Accounting
                Terms

            	
              34

            
	
              Section
                8.14

            	
              Notices

            	
              34

            
	
              Section
                8.15

            	
              Entire
                Agreement

            	
              35

            
	
              Section
                8.16

            	
              Borrower’s
                and Servicer’s Indemnification

            	
              36

            
	
              Section
                8.17

            	
              Savings
                Provision

            	
              36

            
	
              Section
                8.18

            	
              Consent

            	
              36

            
	
              Section
                8.19

            	
              Catastrophic
                Event

            	
              36

            
	
              Section
                8.20

            	
              Conflicts

            	
              37

            
	
              Section
                8.21

            	
              Further
                Assurances

            	
              37

            
	
              Section
                8.22

            	
              Counterparts

            	
              37

            
	
              Section
                8.23

            	
              Telecopier
                Execution and Delivery

            	
              37

            


    

     

    


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

    EXHIBITS

    
      	
              Exhibit
                A

            	
              FORM
                OF PROPOSAL

            
	
              Exhibit
                B

            	
              FORM
                OF SECURED PROMISSORY NOTE

            
	
              Exhibit
                C

            	
              FORM
                OF SECURITY AGREEMENT

            
	
              Exhibit
                D

            	
              FORM
                OF REMITTANCE REPORT

            
	
              Exhibit
                E

            	
              CLOSING
                COSTS FOR INITIAL LOAN

            
	
              Exhibit
                F

            	
              FORM
                OF COLLATERAL REPORT

            


    

    


    


    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    MASTER
      LOAN AND SERVICING AGREEMENT

     

     

    THIS
      MASTER
      LOAN AND SERVICING AGREEMENT
      is made
      and entered into as of December 21, 2006 (this “Loan
      Agreement”),
      by
      and among EAR
      Capital I, LLC,
      a
      Delaware limited liability company (“Borrower”),
      DRV
      Capital, LLC,
      a
      Delaware limited liability company (“DRV
      Cap”),
      Debt
      Resolve, Inc.,
      a
      Delaware corporation and the parent of DRV Cap and, indirectly, of Borrower,
      (“Debt
      Resolve”),
      and
Sheridan
      Asset Management, LLC,
      a
      Delaware limited liability company (“Lender”).

     

    RECITALS

     

    WHEREAS,
      Borrower
      and DRV Cap desire that Lender make one or more Loans to finance Borrower’s
      acquisition of Assets from various Asset Sellers (as such terms are defined
      in
Article VII
      of this
      Loan Agreement).

     

    WHEREAS,
      Lender
      is willing to make the Loans, up to an aggregate principal amount of Twenty
      Million Dollars ($20,000,000), subject to the terms and conditions herein set
      forth.

     

    WHEREAS,
      DRV
      Cap, Borrower
      and Lender desire that DRV Cap shall service the Assets, and DRV Cap is willing
      to perform such duties.

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing premises and the agreements hereinafter set
      forth, each of Debt Resolve, Borrower, DRV Cap and Lender hereby agree as
      follows:

     

    ARTICLE
      I

    THE
      LOANS

     

    Section
      1.1 Definitions. Capitalized
      terms used in this Loan Agreement are defined in Article VII
      hereof.

     

    Section
      1.2 The
      Loans.
      Subject
      to the terms and conditions set forth in this Loan Agreement and the other
      Loan
      Documents, Lender agrees to make one or more term loans (each, a “Loan”
and
      collectively, the “Loans”),
      all
      of such Loans, collectively, having an aggregate original principal amount
      not
      to exceed the amount of Twenty Million Dollars ($20,000,000), in order to
      finance Borrower’s acquisitions of Assets; provided,
      however,
      that
      unless otherwise expressly agreed to in writing by Lender, in no event shall
      Lender be required to make a Loan from and after the first to occur of: (a)
      the
      three (3) year anniversary of the date of this Loan Agreement, and
      (b) the termination of this Loan Agreement, in accordance with its terms.
      The Loans will not be made on a revolving basis.
      Debt
      Resolve shall, until the three (3) year anniversary date of this Loan
      Agreement, (i) implement all of its and its Affiliates’ proposed and actual
      acquisitions of Assets through Borrower (unless otherwise permitted under
Section 1.3(c)),
      and
      (ii) first offer to Lender, exclusively, in accordance with Section 1.3,
      the
      right and opportunity to make Loans to Borrower in accordance with this Loan
      Agreement in order to finance each of such proposed and actual acquisitions
      of
      Assets. Further, Debt Resolve hereby agrees that, during the term of this Loan
      Agreement, it shall not conduct, directly or indirectly, through one or more
      Affiliates (other than DRV Cap in the case of acquisitions permitted under
      Section 1.3(c)),
      any
      activity substantially similar to the business of Borrower, without the prior
      express written consent of Lender.

     

    Section
      1.3 Procedures
      for Loans.

     

    (a) Proposals.
      Borrower shall request each such Loan by presenting a Proposal to Lender for
      the
      acquisition of a specific Asset Portfolio. 

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    (b) Acceptance. Lender
      shall have five (5) Business Days from the date of its receipt of the
      Proposal to accept or reject the Proposal, such acceptance or rejection to
      be in
      Lender’s sole and absolute discretion. If Lender accepts the Proposal, then such
      acceptance shall be in writing in the form of a signed acceptance and consent
      to
      the Proposal evidenced at the end thereof. If Lender does not respond within
      five (5) Business Days after Lender’s receipt of the Proposal, then Lender
      shall be deemed to have rejected the Proposal. All Loans from Lender to Borrower
      shall be made at Lender’s sole and absolute discretion. Lender shall have no
      obligation to make any Loan except pursuant to and in accordance with the terms
      and conditions of this Loan Agreement. Any acceptance delivered by Lender to
      Borrower may be withdrawn by Lender for any reason at any time prior to
      Borrower’s submission of a written and binding bid to the respective Asset
      Seller for the purchase of the respective Asset Portfolio. For the purposes
      of
      this Section 1.3(b),
      if an
      Asset Seller permits use of an online bid, then such online bid shall be
      considered a written bid.

     

    (c) Rejected
      Proposals.
      If a
      Proposal is rejected by Lender, then the Asset Portfolio which is the subject
      of
      such Proposal may only be acquired, in whole and not in part, by DRV Cap through
      an Affiliate of DRV Cap which is not Borrower and which is not a subsidiary
      of
      Borrower. Such Affiliate will be responsible for obtaining its own financing
      for
      such acquisition from third party sources, which may not include Borrower or
      any
      subsidiary thereof. If any such Affiliate desires to acquire only some of the
      Assets in such Asset Portfolio, then such desired Assets must first be reoffered
      to Lender in a new Proposal.

     

    Section
      1.4 The
      Note.
      The
      Loans shall be evidenced by the Note duly executed by Borrower in the form
      attached hereto as Exhibit B.
      The
      Note shall bear interest on the amount of each Loan commencing on the applicable
      Borrowing Date for such Loan, shall represent a borrowing by Borrower in the
      amount of such Loan from the Borrowing Date for such Loan, and shall mature
      on
      the Maturity Date for the last Loan outstanding. Payments on the Note will
      be
      made in accordance with Sections 1.8,
      1.10
      and
2.2. 

     

    Section
      1.5 Financed
      Amount.
      Lender
      shall not make any Loan in an original principal amount greater than ninety
      percent (90%) of the Cost of the Asset Portfolio to be purchased by
      Borrower with the proceeds of such Loan. The
      remainder of the Cost of such Asset Portfolio (i.e., ten percent (10%))
      shall be funded by Borrower. 

     

    Section
      1.6 Interest. 

     

    (a) Fixed
      Interest.
      Fixed
      interest shall accrue on the unpaid principal balance of the Note from the
      applicable Borrowing Date, at the rate of twelve percent (12%) per annum
      (“Fixed
      Interest”),
      and
      is payable in accordance with Section 2.2
      commencing on the Distribution Date occurring in the first full calendar month
      immediately following the applicable Borrowing Date. Fixed Interest will be
      computed on the basis of the actual number of days that principal remains unpaid
      and a 360-day year. Fixed Interest shall be payable in arrears on each
      successive Distribution Date for the amount accrued during the immediately
      preceding calendar month, until payment in full of such Loan in accordance
      with
      the terms of Section 2.2.
      Notwithstanding the fact that Asset Liquidation Proceeds shall be paid directly
      to Lender on the date of consummation of the event generating such Asset
      Liquidation Proceeds rather than on the next applicable Distribution Date,
      Fixed
      Interest on the Loan relating to the Assets which generated such Asset
      Liquidation Proceeds shall accrue for the entire calendar month for the month
      in
      which such Asset Liquidation Proceeds were paid to Lender, and such Fixed
      Interest shall be calculated on the balance of such Loan at the beginning of
      such month.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (b) Default
      Interest.
      Upon
      the occurrence of an Event of Default, Fixed Interest shall accrue at a rate
      (the “Default
      Rate”)
      equal
      to the lesser of (i) eighteen percent (18%) per annum, or
      (ii) the maximum interest rate permitted by law.

     

    Section
      1.7 Conditions
      to Loans; Loan Closings.
      This
      Loan Agreement shall be effective upon its execution and delivery by each of
      Debt Resolve, Borrower, Lender and DRV Cap; provided,
      however,
      that
      each Loan is subject to the satisfaction or express written waiver of the
      following conditions precedent on or before the applicable Borrowing Date for
      such Loan:

     

    (a) Conditions
      to Initial Loan.
      The
      obligation of Lender to advance the initial Loan hereunder is subject to the
      satisfaction or express written waiver of the following conditions precedent
      on
      or before the applicable Borrowing Date:

     

    (i) Closing
      Costs.
      Borrower shall have paid to Lender, by certified bank check or wire transfer
      of
      immediately available funds, at least one (1) Business Day in advance of
      the initial closing hereunder, Lender’s initial closing costs as set
      forth in
      Exhibit E attached
      hereto, or, with Lender’s express prior written consent, such amounts may be
      included as part of the Cost of the first Asset Portfolio purchased with the
      proceeds of the initial Loan hereunder. 

     

    (ii) Loan
      Documents.
      All of
      the Loan Documents shall have been fully executed on behalf of the applicable
      parties.

     

    (iii) Certified
      Resolutions.
      Borrower and Servicer shall each have delivered to Lender certified copies
      of
      resolutions or other evidence of limited liability company action (as
      applicable) authorizing the execution, delivery and performance of each of
      the
      Loan Documents to which it is a party (including, without limitation, the
      borrowing of Loans subsequent to the initial Loan) and the acquisition of Asset
      Portfolios (including Asset Portfolios relating to Loans subsequent to the
      initial Loan).

     

    (iv) Opinions.
      Lender
      shall have received opinions from each of Borrower’s counsel and Servicer’s
      counsel regarding the existence of Borrower and Servicer, their limited
      liability company authority to enter into each of the Loan Documents to which
      they are a party, the enforceability of the Loan Documents under New York law,
      and the creation and perfection of Lender’s security interest in the
      Collateral.

     

    (v) Borrower
      and Servicer Organizational Documents.
      Lender
      shall have received the following with respect to each of Borrower and Servicer:
      (A) a recent (within thirty (30) days of the date of this Loan
      Agreement) Good Standing Certificate issued by the Secretary of State of the
      applicable jurisdiction of their respective formation, (B) a copy of the
      certificate or articles of formation, as the case may be, certified by the
      Secretary of State of the applicable jurisdiction of their respective formation,
      and (C) current operating agreement or limited liability company agreement,
      as the case may be, certified by an authorized officer, manager, member, or
      partner, as applicable.

     

    (vi) Credit
      and Collection Policy.
      Servicer shall deliver to Lender a true, correct and complete copy of its Credit
      and Collection Policy.

     

    (b) Conditions
      to Loans.
      The
      obligation of Lender to advance each Loan hereunder is subject in each case
      to
      the satisfaction or express written waiver of the following conditions precedent
      on or before the applicable Borrowing Date:

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (i) Proposal
      and Acceptance.
      Borrower shall have delivered to Lender a complete Proposal, including all
      schedules thereto, relating to the requested Loan, duly executed in writing
      by
      an authorized officer, manager, member, or partner, and the Proposal shall
      have
      been accepted and agreed to in writing by Lender as provided
      hereunder.

     

    (ii) Officer’s
      Certificates.
      (A) Borrower shall have caused an authorized officer (or manager, member or
      partner, as applicable) to deliver to Lender a certification to Lender that
      as
      of such Borrowing Date, that no Event of Default exists and that, to the
      knowledge of Borrower, there exists no condition, event or act which, with
      the
      giving of notice or passage of time, or both, would constitute an Event of
      Default, and (B) Servicer shall have caused an authorized officer (or
      manager, member or partner, as applicable) to deliver to Lender a certification
      to Lender that as of such Borrowing Date, that no Servicer Termination Event
      exists and that, to the knowledge of Servicer, there exists no condition, event
      or act which, with the giving of notice or passage of time, or both, would
      constitute a Servicer Termination Event.

     

    (iii) Asset
      Purchase Agreement Documentation.
      Lender
      shall have received all information and copies of all documents relating to
      the
      respective Asset Purchase Agreement as Lender shall reasonably request.
      Notwithstanding the above, Borrower shall deliver to Lender, or Lender’s agent,
      a true, correct and complete copy of both the proposed Asset Purchase Agreement
      and the related bill of sale or other transfer document, together with an
      accurate and detailed description of the Assets constituting Collateral
      sufficient for filing with a UCC-1 financing statement, each of which shall
      be
      acceptable to Lender in its sole and absolute discretion.

     

    (iv) No
      Event of Default.
      As of
      such Borrowing Date, there shall exist no Event of Default and, to the knowledge
      of Borrower, no condition, event or act which, with the giving of notice or
      passage of time, or both, would constitute an Event of Default.

     

    (v) Representations
      and Warranties.
      All
      representations and warranties of Borrower and Servicer contained herein shall
      be true and correct in all material respects on such Borrowing Date, with the
      same force and effect as though such representations and warranties had been
      made at such time except to the extent such representations and warranties
      expressly relate to an earlier date, in which case such representations and
      warranties will be true and correct in all material respects as of such earlier
      date or, in the case of financial statements, shall refer to the financial
      statements last delivered to Lender.

     

    (vi) Acquisition
      of Asset Portfolio by Borrower.
      Borrower (and Servicer, if applicable) and the Asset Seller shall have performed
      all of their respective obligations under the respective Asset Purchase
      Agreement as of the respective Borrowing Date. Contemporaneously with the
      closing of the Loan, Borrower shall pay the full amount of the purchase price
      of
      the Asset Portfolio and the Asset Seller shall transfer to Borrower the Asset
      Portfolio pursuant to the terms of such Asset Purchase Agreement, free and
      clear
      of all liens, claims and encumbrances. 

     

    (vii) Delivery
      of Documents.
      Borrower shall, at Lender’s request, have delivered to Lender, or to Lender’s
      counsel or agent, copies of all Account Documents relating to the Assets in
      such
      Asset Portfolio then in its possession that are Chattel Paper or Instruments,
      and will immediately deliver (or cause the Asset Seller to deliver) upon its
      receipt (or right to receive) any additional Account Documents that are Chattel
      Paper or Instruments as may be reasonably requested by Lender; provided,
      however,
      that
      all such Instruments must be delivered to Lender or Lender’s counsel or agent
      within the time necessary for Lender to obtain a first priority perfected
      purchase money security interest therein. To the extent that Servicer holds
      any
      such Chattel Paper or Instruments, Servicer shall hold them in a custodial
      capacity as bailee for Lender.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (viii) Compliance
      with Agreements.
      Borrower shall have otherwise complied with all of the terms and conditions
      of
      the Loan Documents. 

     

    (ix) Frequency.
      Notwithstanding anything to the contrary herein, Lender shall make no more
      than
      four (4) Loans in any given calendar month, unless Lender expressly
      consents to a greater amount in writing, in its sole and absolute
      discretion.

     

    (c) Closing.
      Unless
      otherwise expressly agreed to by Borrower and Lender in writing, upon the
      satisfaction of the conditions precedent set forth in this Section 1.7,
      the
      closing in regard to such Asset Purchase Agreement and the respective Loan
      will
      take place at Lender’s offices, or at such other place as Lender shall designate
      in its sole and absolute discretion, and in such manner as Lender shall, in
      its
      sole and absolute discretion, deem advisable, including, but not limited to,
      the
      procedure and manner of funding of the Loan.

     

    Section
      1.8 Repayment
      of Principal, Fixed Interest and Lender’s Residual.
      Borrower
      covenants to repay Loan principal amounts under the Note pursuant to the
      amortization schedule set forth in Schedule 2
      of each
      Proposal, to pay Fixed Interest on all outstanding principal, and to pay the
      Lender’s Residual, as more particularly set forth in Section 2.2
      hereof.
      Any
      prepayments of any principal or Fixed Interest may only be made out of
      Borrower’s share of Gross Collections as allocated in Section 2.2(b).
      

     

    Section
      1.9 Survival
      of Obligation to Pay the Lender’s Residual.
      Borrower’s obligation to pay the Lender’s Residual with respect to each Asset
      Portfolio and its corresponding Loan shall not be discharged upon payment in
      full of the principal amount of such Loan or of the Note, and Borrower’s
      obligation to pay the Lender’s Residual with respect to such Asset Portfolio
      shall continue (and the Asset Portfolio Net Collections thereof shall continue
      to be distributed in accordance with Section 2.2
      hereof).

     

    Section
      1.10 Principal. 

     

    (a) Amortization.
      Principal payments for each Loan shall be made in accordance with the
      twenty-four (24) month Portfolio Amortization Schedule set forth in
Schedule 2
      to the
      Proposal for such Loan (specifically, the minimum payments set forth therein),
      and in accordance with Section 2.2
      hereof.
      If Borrower wants to make any changes to such Portfolio Amortization Schedule,
      then Borrower shall submit such requested changes to Lender in writing, with
      a
      written explanation of the need for such changes. Any such requested changes
      to
      such Portfolio Amortization Schedule shall be subject to Lender’s prior written
      approval.

     

    (b) Prepayment
      of Principal.
      Except
      as otherwise expressly provided for in Section 2.2
      hereof,
      principal may not be prepaid in whole or in part. 

     

    
      
        
        

      

      
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    Section
      1.11 Asset
      Management Fee.
      An Asset
      Management Fee shall be paid to Lender in accordance with Section 2.2
      hereof.

     

    ARTICLE
      II

    COLLATERAL,
      COLLECTIONS
      AND DISTRIBUTIONS

     

    Section
      2.1 Perfection
      of Lender’s Security Interest.
      Borrower
      shall take all commercially reasonable steps and incur such expenses, or
      reimburse Lender for such expenses, as may be necessary or advisable in order
      to
      perfect Lender’s security interest in the Collateral, including, without
      limitation, (a) appropriate notations on the computer records with respect
      to the Asset Portfolios, (b) physical delivery to Lender or its designated
      agent of Account Documents with respect to the Assets that are Chattel Paper
      or
      Instruments, or (c) preparation, filing or recording of an assignment,
      financing statement, notice or other writing, such being subject to Lender’s
      express written approval in its sole and absolute discretion. Borrower
      authorizes Lender to file financing statements to perfect Lender’s security
      interest in the Collateral and agrees to execute, acknowledge and deliver all
      such further and additional instruments and documents, and take such other
      actions, as may be reasonably necessary or advisable, or as Lender or its
      counsel may reasonably request from time to time, in order to preserve, perfect
      and maintain Lender’s rights hereunder, under the Security Agreement, and under
      each of the other Loan Documents. 

     

    Section
      2.2 Administration
      of Collateral and Collections. 

     

    (a) Payment
      and Receipt Processing.
      Borrower and/or Servicer shall instruct all collection agencies or Persons
      acting as such to submit Collections directly to the Custodial Account, as
      established by Borrower for the benefit of Lender. Borrower shall direct that
      any and all other Collections (other than Asset Liquidation Proceeds) from
      parties other than Obligors shall be deposited into the Custodial Account.
      Borrower shall direct that any and all Asset Liquidation Proceeds (e.g. the
      net
      proceeds of sales of Assets or of putback rights against Asset Sellers, etc.)
      shall be paid directly to Lender by wire transfer of immediately available
      funds
      to an account specified by Lender. 

     

    (b) Distribution
      of Payments and Collections.
      For
      each
      Asset Portfolio, all Collections received by the Cutoff Date on account of
      servicing the Assets in such Asset Portfolio, together with earned interest,
      if
      any, on such amounts, and net of any amounts paid as a result of putback rights
      from third parties (such Collections, plus such interest and net of such amounts
      paid, in the aggregate, the “Asset
      Portfolio Net Collections”),
      will
      be distributed (or allocated, in the case of Asset Liquidation Proceeds which
      have previously been paid directly to Lender) by Borrower pursuant to this
      Loan
      Agreement on each Distribution Date in the following order, and as may be more
      particularly specified in the Remittance Report for the Loan associated with
      such Asset Portfolio, which Remittance Report shall be in the form attached
      hereto as Exhibit D,
      and
      which must be delivered to Lender (together with the monthly bank statement
      for
      the Custodial Account for the prior calendar month) sufficiently prior to such
      Distribution Date such that Lender may review such Remittance Report and, if
      need be, discuss same with Borrower such that such Remittance Report may be
      revised to the extent necessary so that it may be expressly approved in writing
      by Lender, as such approval is required prior to Borrower making any
      distributions relating to such Asset Portfolio:

     

    (i) First,
      to the
      custodian bank for the Custodial Account for payment of applicable
      fees;

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (ii) Second,
      to
      Lender for any unreimbursed payments or advances made by Lender for the
      protection of the Collateral as the Lender deemed necessary or advisable, and
      for reasonable out-of-pocket expenses incurred by Lender or its agents with
      respect to enforcement of the Note in connection with such Loan as Lender
      reasonably deemed necessary or advisable, with respect to such Asset Portfolio
      (any and all of the foregoing, “Lender
      Advances”);

     

    (iii) Third,
      to
      Servicer for the Servicing Fees as set forth in Schedule 1
      of the
      relevant Proposal for such Asset Portfolio, as have been previously expressly
      agreed to in writing by Lender, and out of which Servicer shall pay the
      Servicing Expenses relating to such Asset Portfolio, as specified in the
      Proposal for such Asset Portfolio;

     

    (iv) Fourth,
      <Intentionally Deleted.>;

     

    (v) Fifth,
      to
      Lender in an amount equal to Lender’s Asset Management Fee, calculated with
      respect to such Asset Portfolio;

     

    (vi) Sixth,
      to
      Lender in payment of the accrued but unpaid Fixed Interest due (in accordance
      with Section 1.6(a))
      on the
      Loan associated with such Asset Portfolio. If the Asset Portfolio Net
      Collections remaining after the distributions set forth in subparagraph (i)
      through
subparagraph (v)
      above
      are not sufficient to pay all such Fixed Interest, then Borrower may apply
      towards such Fixed Interest payment any Asset Portfolio Net Collections from
      one
      or more other Asset Portfolios, each of which must have sufficient Asset
      Portfolio Net Collections to make the distributions with respect to such other
      Asset Portfolio as are required in subparagraph (i)
      through
subparagraph (vii)(C)
      of this
Section 2.2(b)
      (collectively, the “Required
      Distributions”)
      (each
      such qualifying other Asset Portfolio, a “Qualifying
      Asset Portfolio”).
      Each
      such application shall be limited to the amount by which the Asset Portfolio
      Net
      Collections of such Qualifying Asset Portfolio exceed the amount which is
      required for the Required Distributions for such Qualifying Asset Portfolio.
      Any
      such application of Asset Portfolio Net Collections from any Qualifying Asset
      Portfolio shall require Borrower to deliver to Lender together with the
      Remittance Report a written analysis of its justification for such application
      and a reasoned projection of when the Asset Portfolio Net Collections for such
      Asset Portfolio shall return to a level sufficient for it to pay the Required
      Distributions for such Asset Portfolio. If, in the event of any need to apply
      excess Asset Portfolio Net Collections under this subparagraph (vi),
      there
      exists more than one Qualifying Asset Portfolio from which to apply excess
      Asset
      Portfolio Net Collections, then applications shall be made from such Qualifying
      Asset Portfolios in the order set forth in subparagraph (vii)(E)
      below.
      If after the application of all available excess Asset Portfolio Net Collections
      from all available Qualifying Asset Portfolios there remains any accrued but
      unpaid Fixed Interest due, then the amount of the deficiency shall be paid
      directly by Borrower to Lender from its own account and Borrower will be
      entitled to repayment of such amount as provided under subparagraph (viii)
      as
      Borrower’s Contributions;

     

    (vii) Seventh:

     

    (A) first,
      to
      Lender in payment of principal of the Loan associated with such Asset Portfolio
      in accordance with the Proposal relating thereto and pursuant to the Portfolio
      Amortization Schedule set forth in Schedule 2
      attached
      to such Proposal (subject to any changes made thereto pursuant to and in
      accordance with Section 1.10(a)),
      or in
      accordance with the pro rata monthly progress payments which may be required
      under subparagraph (x)
      below;

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (B) second,
      to Lender as additional payment of principal of the Loan associated with such
      Asset Portfolio, until such time as Lender has received the entire balance
      of
      principal with respect to such Loan;

     

    (C) third,
      if
      there exists any Event of Default with respect to any Loan, then to Lender
      to be
      applied to such interest, principal or other amounts due and owing to Lender
      with respect to such Loan, including any such amounts payable to Lender pursuant
      to subparagraph (ix)
      of this
Section 2.2(b),
      as a
      result of such Event of Default on such Loan;

     

    (D) if
      the
      Cutoff Date is in a month which is the 6th,
      12th,
      or
      18th
      month
      amortization target for the Loan associated with such Asset Portfolio or any
      month in which pro rata monthly progress payments for such Loan are required
      under subparagraph (x)
      below,
      and the Asset Portfolio Net Collections remaining after the distributions set
      forth in subparagraph (i)
      through
subparagraph (vi)
      above
      are not sufficient to pay the amount of principal then due under subparagraph (vii)(A)
      above,
      then Borrower may apply towards such principal payment Asset Portfolio Net
      Collections from one or more Qualifying Asset Portfolios, each of which
      (1) remains a Qualifying Asset Portfolio after any contributory allocations
      under subparagraph (vi)
      above,
      and (2) has satisfied its most recent 6th,
      12th,
      or
      18th
      month
      amortization target. Each such application shall be limited to the amount by
      which the Asset Portfolio Net Collections of such Qualifying Asset Portfolio
      exceed the amount which is required for the Required Distributions for such
      Qualifying Asset Portfolio. Any such application of Asset Portfolio Net
      Collections from any Qualifying Asset Portfolio shall require Borrower to
      deliver to Lender together with the Remittance Report a written analysis of
      its
      justification for such application and a reasoned projection of when the Asset
      Portfolio Net Collections for such Asset Portfolio shall return to a level
      sufficient for it to pay the Required Distributions for such Asset Portfolio.
      If, in the event of any need to apply excess Asset Portfolio Net Collections
      under this subparagraph (vii)(D),
      there
      exists more than one Qualifying Asset Portfolio from which to apply excess
      Asset
      Portfolio Net Collections, then applications shall be made from such Qualifying
      Asset Portfolios in the order set forth in subparagraph (vii)(E)
      below.
      If after the application of all available excess Asset Portfolio Net Collections
      from all available Qualifying Asset Portfolios there remains any principal
      then
      due under subparagraph (vii)(A)
      above
      with respect to such Asset Portfolio, then the amount of the deficiency shall
      be
      paid directly by Borrower to Lender from its own account and Borrower will
      be
      entitled to repayment of such amount as provided under subparagraph (viii)
      as
      Borrower’s Contributions;

     

    (E) if,
      in
      the event of any need to apply excess Asset Portfolio Net Collections under
      subparagraph (vi)
      above or
subparagraph (vii)(D)
      above,
      there exists more than one Qualifying Asset Portfolio from which to apply excess
      Asset Portfolio Net Collections, then applications shall be made from such
      Qualifying Asset Portfolios in the following order:

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (1) first,
      from those Qualifying Asset Portfolios which have no remaining outstanding
      principal balance with respect to the Loan associated with such Qualifying
      Asset
      Portfolio, and which are then distributing Asset Portfolio Net Collections
      under
subparagraph (ix)
      below;

     

    (2) second,
      from those Qualifying Asset Portfolios which have no remaining outstanding
      principal balance with respect to the Loan associated with such Qualifying
      Asset
      Portfolio, and which are then distributing Asset Portfolio Net Collections
      under
subparagraph (viii)
      below.

     

    (viii) Eighth,
      upon
      the payment in full of all accrued and outstanding Fixed Interest and all
      outstanding principal of the Loan associated with such Asset Portfolio, unless
      applied to another Asset Portfolio under subparagraph (vi)
      above or
subparagraph (vii)(D)
      above as
      excess Asset Portfolio Net Collections, to Borrower, until such time as Borrower
      has received the balance of Borrower’s Contributions made with respect to such
      Loan. If there exists any Event of Default with respect to any Loan, then no
      distribution under this subparagraph shall be made hereunder until such Event
      of
      Default has been cured in full;

     

    (ix) Ninth,
      upon
      the payment in full of all accrued and outstanding Fixed Interest and all
      outstanding principal of the Loan associated with such Asset Portfolio, a
      percentage equal to the Lender’s Residual Percentage of the remaining Asset
      Portfolio Net Collections with respect to such Asset Portfolio will be
      distributed to Lender (the “Lender’s
      Residual”),
      and,
      if no Event of Default has occurred and is continuing, then a percentage equal
      to the Borrower’s Residual Percentage of the remaining Asset Portfolio Net
      Collections with respect to such Asset Portfolio will be distributed to Borrower
      (the “Borrower’s
      Residual”);
      and

     

    (x) Tenth,
      notwithstanding the above, if under either subparagraph (vi)
      or
subparagraph (vii)
      there is
      either (A) a Borrower’s Contribution, or (B) an application of excess
      Asset Portfolio Net Collections from a Qualifying Asset Portfolio, then, with
      respect to the Asset Portfolio with respect to which the Borrower’s Contribution
      or application of excess Asset Portfolio Net Collections was made, Borrower
      shall be required to make pro rata monthly progress payments under subparagraph (vii)(A)
      above
      toward the next scheduled amortization targets for the Loan associated with
      such
      Asset Portfolio.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES
      OF BORROWER AND SERVICER

     

    To
      induce
      Lender to make Loans under this Loan Agreement, each of Borrower and Servicer
      severally makes the following representations and warranties as to itself (and,
      in the case of Sections 3.2
      and
3.3,
      Borrower also makes the representations and warranties relating to Debt
      Resolve), which shall survive the execution and delivery of the Loan Documents
      and shall be deemed to be made as of each Borrowing Date and shall continue
      in
      full force and effect until payment in full by Borrower of all amounts payable
      hereunder or under the Loan Documents and the termination of this Loan
      Agreement.

     

    Section
      3.1 Corporate
      Existence and Power.
      Each of
      Borrower and Servicer is a duly organized and validly existing limited liability
      company in good standing under the laws of the State of Delaware with all
      requisite power and authority to own and operate its property and assets, to
      conduct the businesses in which it is engaged or proposes to engage, and to
      execute, deliver, and perform its obligations under the Loan Documents to which
      it is a party. Borrower does business only under the name of “EAR Capital I,
      LLC.”

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    Section
      3.2 Authorization.
      The
      execution, delivery and performance of the Loan Documents by Borrower and
      Servicer have been duly authorized by all necessary limited liability company
      action. The execution, delivery and performance of the Loan Agreement by Debt
      Resolve have been duly authorized by all necessary corporate action. Each of
      Borrower, Debt Resolve and Servicer has duly authorized, executed and delivered
      the Loan Documents to which it is a party, and each such Loan Document, assuming
      the due authorization and execution thereof by Lender, constitutes its legal,
      valid and binding obligation, enforceable against Borrower, Debt Resolve or
      Servicer, as applicable, in accordance with its respective terms, subject to
      bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
      creditor’s rights generally and by general principles of equity.

     

    Section
      3.3 Compliance
      with Law and Other Agreements.
      Each of
      Borrower, Debt Resolve and Servicer is not in violation of, or in default under,
      any terms of its certificate or articles of formation, operating agreement
      or
      limited liability company agreement, certificate of incorporation, or bylaws,
      as
      applicable, or any law or governmental regulation applicable to it or any
      agreement to which it is a party, which violation or default would have a
      Material Adverse Effect. The execution, delivery, and performance by Borrower,
      Debt Resolve or Servicer of the Loan Documents to which they are a party, the
      consummation of the transactions contemplated herein or therein and the
      compliance with the terms and provisions hereof or thereof will not contravene
      any material provision of any law or regulation to which Borrower, Debt Resolve
      or Servicer is subject or any order or decree of any court of governmental
      authority applicable to Borrower, Debt Resolve or Servicer, and will not result
      in any material breach of or constitute a default under any indenture, mortgage,
      deed of trust, agreement or other instrument to which Borrower, Debt Resolve
      or
      Servicer is a party or by which it or its properties are bound, or result
      (except as contemplated by this Loan Agreement and the Security Agreement)
      in
      the creation or imposition of any Lien on any of the property or assets of
      Borrower or Servicer. Each of Borrower and Servicer holds all of the permits,
      licenses, certificates, consents and other authorizations of applicable
      governmental entities required by law to own and service the Asset Portfolios,
      the absence of which would have a Material Adverse Effect.

     

    Section
      3.4 Litigation.
      There
      are no actions, suits, proceedings, or investigations pending, or, to the
      knowledge of Borrower, threatened, against or affecting Borrower, Servicer,
      any
      of their respective subsidiaries or the principals thereof, or any of their
      respective properties, nor is there any outstanding judgment, order, writ,
      injunction, decree or award affecting Borrower, Servicer, any of their
      respective subsidiaries or the principals thereof, or any of their respective
      properties before any court or before any federal, state, municipal or other
      governmental department, commission, board, bureau or agency, which, either
      separately or in the aggregate, is reasonably likely to have a Material Adverse
      Effect, and neither Borrower nor Servicer knows of any basis for any such suit,
      proceeding, or investigation.

     

    Section
      3.5 Ownership;
      Liens.
      Beginning on the applicable Borrowing Date, Borrower has a valid, first priority
      ownership interest in the respective Assets, free and clear of all Liens other
      than (a) the Lien in favor of Lender created pursuant to the Security
      Agreement, (b) the lien of taxes not yet due and payable, and (c) the
      lien, if any, of attorneys or others in possession of Collateral for the
      purposes of collection.

     

    Section
      3.6 No
      Materially Adverse Contracts.
      Neither
      Borrower nor Servicer is obligated under any contract or agreement or under
      any
      law, regulation or decree which is reasonably likely to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    Section
      3.7 Disclosure.
      The
      Loan Documents and the certificates, exhibits and schedules attached thereto
      or
      furnished to Lender by Borrower or Servicer in connection with the closing
      of
      any Loan, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements contained herein
      or therein, in the light of the circumstances under which they were made, not
      misleading. To the best knowledge of each of Borrower and Servicer, except
      as
      previously disclosed to Lender in writing, there is no fact or condition
      existing as of the date hereof which has, or in the future is reasonably like
      to
      have, a Material Adverse Effect.

     

    Section
      3.8 Government
      Approval.
      Except
      for the filing of financing statements with respect to Borrower, or as may
      be
      provided in the Asset Purchase Agreements, neither Borrower nor Servicer is
      required to obtain any order, consent, approval or authorization of, or
      presently required to make any declaration or filing with any governmental
      authority in connection with, their respective execution, delivery or
      performance of any Asset Purchase Agreement or any Loan Document.

     

    Section
      3.9 Professional
      Capability.
      Each of
      Borrower and Servicer have (a) appropriate and sufficient personnel and
      management with appropriate and sufficient experience to properly undertake
      and
      implement the obligations of Borrower and Servicer, respectively, under the
      Loan
      Documents, and (b) established and instituted proper and necessary controls
      and procedures to manage and operate the acquisitions and servicing,
      respectively, contemplated to be implemented by the Loan Documents.

     

    Section
      3.10 Limited
      Authority over Custodial Account.
      Borrower has no authority to withdraw funds from the Custodial Account, except
      as authorized in Section 2.2(b)
      of this
      Loan Agreement or unless otherwise as expressly directed and consented to in
      writing by Lender.

     

    Section
      3.11 Credit
      and Collection Policy.
      The
      Credit and Collection Policy delivered by Servicer to Lender is true, correct
      and complete in all material respects.

     

    ARTICLE
      IV

    ASSET
      SERVICING

     

    Section
      4.1 Servicer.
      The
      servicing, administering, and collection of the Assets shall be conducted by
      a
      qualified servicer which agrees to perform the customary duties, obligations
      and
      covenants of a servicer, subject and pursuant to the terms of this Loan
      Agreement and the other Loan Documents. The term “Servicer”
as
      used
      in this Loan Agreement shall mean, initially, DRV Cap, and subsequently, any
      subsequent servicer expressly approved in advance by Lender in writing in its
      sole discretion, together with, in each and every case, each and every agent
      and
      third party expressly approved by Lender to act for or on behalf of such
      servicer. DRV Cap hereby accepts such duties, obligations and covenants and
      agrees to serve as the initial Servicer hereunder. Servicer shall be entitled
      to
      receive Servicing Fees from Collections (but calculated excluding Asset
      Liquidation Proceeds) received on account of each particular Asset Portfolio
      as
      provided in the applicable Proposal and Section 2.2.
      Servicer shall be responsible for the costs of agency and law firm system setup
      in connection with servicing the Assets. Servicer may subcontract services
      to
      outside service providers with Lender’s express prior written approval. Servicer
      shall, at its expense, conduct on-site audits of subcontractors and vendors
      retained to service any of the Assets. Notwithstanding anything to the contrary
      contained in this Loan Agreement, all servicing and collection contracts and/or
      agreements entered into by either Borrower or Servicer in regard to servicing
      the Assets shall contain industry standard terms and provisions and shall be
      expressly approved in advance by Lender in writing.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    Section
      4.2 Replacement
      Servicer.
      If the
      initial Servicer (or any replacement Servicer) is terminated as Servicer
      pursuant to Section 4.5
      below,
      then Borrower shall select a replacement Servicer and, upon Lender’s express
      written approval and consent to such replacement Servicer, shall enter into
      a
      new servicing agreement with such replacement Servicer containing
      industry-standard terms and provisions and providing for such Servicing Fees
      and
      such other terms and conditions as Lender may expressly approve in writing;
      provided,
      however,
      that
      each such replacement Servicer shall agree in writing (an original copy of
      which
      shall be delivered to Lender) to comply with, and be bound by, all of the terms,
      provisions and conditions of this Loan Agreement to which the initial Servicer
      hereunder is bound, subject to such other terms and conditions set forth in
      the
      new servicing agreement as Lender may expressly approve in writing.
      Borrower
      may not terminate the engagement of any Servicer or transfer or assign the
      responsibility of servicing the Assets from Servicer to any other Person without
      the express prior written consent of Lender.

     

    Section
      4.3 Duties
      of Servicer. 

     

    (a) Credit
      and Collection Policy.
      For
      each Asset Portfolio, Servicer shall manage, service, administer, and collect
      the Assets in accordance with the respective provisions of the Credit and
      Collection Policy, as in effect from time to time, with the goal of achieving
      the projections in the applicable Portfolio Budget attached as Schedule 3
      to the
      Proposal for such Asset Portfolio.

     

    (b) Standard
      of Care.
      In
      performing its duties and obligations under this Loan Agreement, Servicer will
      comply with all applicable Credit and Collection Laws and will apply in
      performing such duties and obligations, those standards, policies and procedures
      which are the higher or most stringent of either (i) commercially
      reasonable standards, policies and procedures, or (ii) those standards,
      policies and procedures which Servicer applies with respect to assets owned
      by
      Servicer or that Servicer services for, at least in part, its own benefit or
      the
      benefit of Borrower, and which, in either case, are not financed by Servicer
      or
      any Affiliate thereof, and which is not related to or part of any transaction
      with Lender pursuant to the Loan Documents or any successor documents. In
      performing its duties and obligations hereunder, Servicer shall maintain all
      state and federal licenses, permits and franchises necessary for it to perform
      its responsibilities hereunder, and shall not impair the rights of Borrower
      or
      Lender in the Collateral.

     

    (c) Credit
      and Collection Policy Changes.
      Servicer shall make no changes to its Credit and Collection Policy without
      the
      express prior written consent of Lender.

     

    (d) Insurance.
      Servicer shall maintain an errors and omissions insurance policy providing
      coverage in an amount of not less than $1,000,000 and a fidelity bond in an
      amount of not less than $100,000, in each case, in such form as is customary
      for
      loan servicers acting in respect of consumer loans on behalf of institutional
      investors therein. Borrower and Lender shall be named as additional insureds
      under such insurance policy, and as beneficiaries under such bond, and shall
      be
      furnished with not less than thirty (30) calendar days prior written notice
      before any amendment or cancellation thereof.

     

    (e) Defend
      Against Claims Through Servicer.
      Servicer shall defend Borrower’s and Lender’s right, title and interest to and
      in the Collateral against all claims of third parties claiming through or under
      Servicer.

     

    (f) No
      Transfers of Assets.
      Servicer shall not sell, pledge, assign, or transfer to any other Person, or
      grant, create, incur, assume, permit or suffer to exist any Lien on any assets
      of Borrower, including the Collateral, other than as permitted by the Loan
      Documents or as otherwise agreed to by Lender.

     

    
      
        
        

      

      
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    (g) General.
      Servicer shall collect all payments due under the Assets, account for such
      payments, comply with the Custodial Account procedures, set up a program for
      collecting data and records, storing such records, and making reports to Lender
      with respect to the Collateral in substantially the form attached hereto as
      Exhibit F
      (each, a
“Collateral
      Report”)
      and
      collections on the Assets, as reflected in the Remittance Reports. Servicer
      shall provide Lender with such Collateral Reports and Remittance Reports in
      electronic form at Lender’s request, subject to Lender’s right to approve the
      Remittance Report provided for in Section 2.2.
      The
      Collateral Reports and Remittance Reports shall be submitted to Lender by the
      fifth (5th) Business Day after the Cutoff Date.

     

    (h) Term.
      Servicer shall commence servicing each Asset Portfolio on the date such Asset
      Portfolio is acquired by Borrower and shall continue servicing such Asset
      Portfolio until the earlier of (i) the collection, resolution, disposition
      or charge-off of the entire Asset Portfolio to Borrower’s and Lender's
      satisfaction, (ii) the appointment of a new Servicer under Section 4.5,
      or
      (iii) the written agreement of Borrower and Lender stating
      otherwise.

     

    (i) No
      Subcontracting Without Consent.
      Notwithstanding anything to the contrary contained in this Loan Agreement,
      Servicer shall not enter into any servicing or collection contracts or
      agreements with third parties in regard to servicing the Assets without Lender’s
      express prior written approval.

     

    Section
      4.4 Servicer’s
      Indemnification.
      Servicer agrees to indemnify, defend and hold Lender harmless from and against
      any and all losses, damages, costs, claims, expenses (including reasonable
      attorneys fees) and liabilities to third parties growing out of or resulting
      from (i) the failure of Servicer to comply with all applicable Credit and
      Collection Laws; (ii) the actions of any of the agents, representatives or
      employees of Servicer taken in connection with the collection activities with
      respect to the Assets; (iii) the misapplication (whether negligent or
      intentional), misappropriation, conversion or theft of any part of the
      Collateral by any officer, director, manager, employee, agent or representative
      of Servicer; (iv) a Servicer Termination Event, or (v) fraud or
      material misrepresentation by Servicer.

     

    Section
      4.5 Termination
      of Servicer.
       

     

    (a) Notwithstanding
      anything to the contrary contained in this Loan Agreement, the occurrence and
      continuance of any of the following shall constitute a “Servicer
      Termination Event”:

     

    (i) the
      occurrence and continuance of an Event of Default by Servicer
      hereunder;

     

    (ii) Servicer
      has breached any of the terms and conditions of Section 4.3
      and has
      not cured such breach within five (5) calendar days;

     

    (iii) Servicer’s
      failure to deliver any Collateral Report and/or any Remittance Report to Lender
      by the fifth (5th) Business Day after the Distribution Date by which such
      report was due;

     

    (iv) Servicer’s
      failure to transfer, deposit or deliver to Lender any proceeds, or make any
      payment, in each case as required under this Loan Agreement or any other Loan
      Document, and such failure remains unremedied for more than three (3)
      Business Days;

     

    
      
        
        

      

      
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    (v) Unless
      as
      otherwise provided herein, any breach by Servicer of any covenant, term,
      agreement or condition contained in any Loan Document to which it is a party
      (other than any failure to pay under Section 6.1(a)
      or
      provide reports in a timely manner), which breach has a Material Adverse Effect,
      and the same shall continue unremedied for a period of fifteen (15)
      calendar days after the Servicer has or reasonably should have had notice
      thereof (provided,
      however,
      that
      such fifteen (15) calendar day period shall only be applicable if Servicer
      uses diligent efforts during such time to cure such breach) or such other amount
      of time permitted for cure that is specifically provided herein;

     

    (vi) Servicer
      delegates its duties under this Loan Agreement, except to the extent that
      Servicer retains responsibility to Lender for the performance of such duty
      or to
      the extent otherwise permitted hereby;

     

    (vii) an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (A) relief in respect of
      Servicer, or of a substantial part of the property or assets of Servicer, under
      Title 11 of the United States Code, as now constituted or hereafter
      amended, or any other federal or state bankruptcy, insolvency, receivership
      or
      similar law, (B) the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Servicer or for a substantial
      part of the property or assets of Servicer, or (C) the winding-up or
      liquidation of Servicer; and such proceeding or petition or appointment shall
      continue undismissed for sixty (60) days or an order or decree approving or
      ordering any of the foregoing shall be entered;

     

    (viii) Servicer
      shall (A) voluntarily commence any proceeding or file any petition seeking
      relief under Title 11 of the United States Code as now constituted or
      hereafter amended, or any other federal or state bankruptcy, insolvency,
      receivership or similar law, (B) consent to the institution of, or fail to
      contest in a timely and appropriate manner, any proceeding or the filing of
      any
      petition described in clause (vii) above, (C) apply for or consent to
      the appointment of a receiver, trustee, custodian, sequestrator or similar
      official for Servicer or for a substantial part of the property or assets of
      Servicer, (D) file an answer admitting the material allegations of a
      petition filed against it in any such proceeding, (E) make a general
      assignment for the benefit of creditors, (F) become unable, admit in
      writing its inability or fail generally to pay its debts as they become due,
      or
      (G) take any action for the purpose of effecting any of the
      foregoing;
      or

     

    (ix) any
      representation or warranty made by Servicer in this Loan Agreement, any
      certificate, any Collateral Report and/or Remittance Report delivered pursuant
      to this Loan Agreement shall prove to have been false or misleading when made
      in
      any respect that has a Material Adverse Effect, and the same shall continue
      unremedied for a period of fifteen (15) calendar days after the earlier to
      occur of (A) discovery by a senior officer of Servicer, and (B) the
      date on which written notice thereof, requiring the same to be remedied, shall
      have been received by a senior officer of Servicer; provided,
      however,
      that
      such fifteen (15) calendar day period shall only be applicable if Servicer
      uses diligent efforts during such time to cure such breach;

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (b) Upon
      any
      Servicer Termination Event and after any allotted cure period as may be set
      forth above if such Servicer Termination Event shall be continuing, Lender
      may
      notify Servicer and Borrower in writing that Servicer is terminated and shall
      cease all future servicing of the Assets after a certain date and time (the
      “Replacement
      Date”)
      no
      later than five (5) Business Days after the date of such notice, and that
      all such future servicing shall be undertaken by a new Servicer. Borrower shall
      then, in accordance with Section 4.2,
      designate a new Servicer (which is acceptable to and expressly approved in
      writing by Lender) and enter into a new servicing contract with such new
      Servicer by the Replacement Date which contract shall comply with Section 4.2
      and
      shall provide for the new Servicer to commence servicing the Assets on the
      Replacement Date. If Borrower fails to designate a new Servicer acceptable
      to
      Lender by the third (3rd)
      calendar day prior to the Replacement Date, then Lender may designate the new
      Servicer (and which new Servicer may, but need not, be Lender (or its
      designee)). Upon receipt of such written termination notice Servicer
      shall
      terminate its activities as Servicer hereunder and facilitate as quickly as
      commercially practicable, the transition of the performance of such activities
      to the new Servicer prior to the Replacement Date, and the new Servicer shall
      assume each and all of Servicer’s said obligations to service and administer the
      Assets, on the terms and subject to the conditions herein set forth and Servicer
      shall use its best efforts to assist the new Servicer in assuming
      such obligations. Upon Lender’s request following the termination of Servicer
      hereunder, Servicer shall refer inquiring Obligors to a telephone number
      provided by Lender or Lender’s designee and shall forward all correspondence
      received from Obligors to Lender or Lender’s designee within three (3)
      Business Days following Servicer’s receipt of such correspondence. 

     

    (c) If
      Servicer (or any subsequent Person acting as Servicer) is terminated as Servicer
      and servicing is to be performed by a new Servicer, then such new Servicer
      shall
      (i) enter into a new servicing agreement with Borrower (or with Lender, on
      Borrower’s behalf, if Lender designates the new Servicer) containing
      industry-standard terms and provisions and providing for such Servicing Fees
      and
      such other terms and conditions as to which Borrower may agree and Lender may
      expressly approve in writing (or to which Lender may agree, if Lender designates
      the new Servicer), and (ii) enter into, in order to have all the rights and
      assume all the duties and obligations of Servicer under this Loan Agreement,
      including without limitation this Section 4.5,
      a
      written agreement (an original copy of which shall be delivered to Lender)
      to
      comply with, and be bound by, all of the terms, provisions and conditions of
      this Loan Agreement to which the initial Servicer hereunder is bound, subject
      to
      such other terms and conditions as may be set forth in the new servicing
      agreement.

     

    Section
      4.6 Rights
      of Servicer Upon the Occurrence of a Servicer Termination
      Event.
      Upon
      the occurrence and during the continuance of a Servicer Termination Event and
      following the appointment of a new Servicer,
      the
      power and authority of Servicer, as initial Servicer (or any subsequent Person
      acting as the Servicer), to collect the Assets in the ordinary course of
      business shall be deemed to be immediately revoked and terminated, and with
      or
      without such general notification, and, subject
      to the limitations and requirements of Section 4.3,
      the new
      Servicer shall have the authority to do one or more of the
      following:

     

    (a) issue
      a
      receipt to any person obligated to pay any amount on account of any Asset,
      which
      shall be a full and complete release, discharge, and acquittance to such person
      to the extent of any amount so paid to the new Servicer

     

    (b) endorse
      the name of Borrower and/or Servicer or any subsequent Person acting as Servicer
      (as applicable) upon any check, draft, instrument, receipt, instruction, or
      other document or item, including all items evidencing payment upon any Asset
      or
      other indebtedness constituting Collateral, for which the new Servicer is hereby
      granted an irrevocable power of attorney, which grant is coupled with an
      interest; or

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    (c) endorse
      or otherwise execute all instruments, instructions or other documents,
      agreements, or items on behalf of Borrower and/or Servicer or any subsequent
      Person acting as the Servicer, as shall be reasonably deemed by the new Servicer
      to be necessary or advisable in order to collect upon any Collateral or protect
      Lender’s security interest in any Collateral, for which the new Servicer is
      hereby granted an irrevocable power of attorney, which is coupled with an
      interest.

     

    ARTICLE
      V

    COVENANTS
      OF BORROWER AND SERVICER

     

     

    Each
      of
      Borrower and Servicer (where applicable) covenants and agrees that from the
      date
      hereof and until payment in full of the Note and of all other amounts due under
      this Loan Agreement:

     

    Section
      5.1 Business
      and Existence.
      Each of
      Borrower and Servicer will perform all things necessary to preserve and keep
      in
      full force and effect its limited liability company existence and use its
      commercially reasonable efforts to comply in all material respects with all
      laws
      applicable to it. Borrower will not engage in any line of business other than
      purchasing consumer and commercial loan receivables and the holding and
      collection of the Assets, without the prior written consent of Lender. Except
      for cash, business equipment, supplies, hardware, software and/or contract
      rights incidental to the operation of Borrower as contemplated by this Loan
      Agreement and those Assets it is allowed to purchase subject to Sections 1.2,
      1.3(b),
      and
5.24,
      Borrower will not own assets other than the Assets.

     

    Section
      5.2 Payment
      of Obligations and Expenses.
      Borrower will pay and discharge all of its indebtedness, obligations and
      expenses promptly in accordance with normal terms and practices of its business,
      before the same shall become delinquent, as well as all lawful claims for labor,
      materials and supplies which otherwise, if unpaid, might become a lien or charge
      upon its properties or assets or any part thereof. Borrower shall not be
      required to pay any obligation so long as Borrower shall contest, in good faith
      and at its own cost and expense, the amount or validity thereof, in an
      appropriate manner or by appropriate proceedings which shall operate during
      the
      pendency thereof to prevent the collection of or other realization upon the
      obligations so contested; provided,
      however,
      that no
      such contest shall subject Lender to the risk of any liability. Borrower shall
      give Lender prompt written notice of any such contest.

     

    Section
      5.3 Payment
      of Taxes and Assessments.
      Borrower shall pay when due all taxes, assessments and other governmental
      charges or levies which become due and payable by Borrower to any political
      entity, subdivision or department thereof under any law now or hereafter in
      force or effect. Borrower, however, shall not be required to pay any tax, charge
      or assessment so long as Borrower shall contest, in good faith and at its cost
      and expense, in its own name and behalf, the amount or validity thereof, in
      an
      appropriate manner or by appropriate proceedings which shall operate during
      the
      pendency thereof to prevent the collection of or other realization upon the
      tax,
      assessment, levy or charge, so contested, provided that no such contest shall
      subject Lender to the risk of any liability. Borrower shall give Lender prompt
      written notice of any such contest.

     

    Section
      5.4 Notice
      of Event of Default.
      As soon
      as practicable after an officer of Borrower or Servicer has knowledge of an
      Event of Default or any condition which, with the passage of time could become
      an Event of Default, Borrower or Servicer, as the case may be, will furnish
      Lender with written notice of the occurrence of any such event or the existence
      of any such condition which constitutes or upon written notice or lapse of
      time
      could constitute an Event of Default.

     

    
      
        
        

      

      
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    Section
      5.5 Asset
      Information.
      Each of
      Borrower and Servicer will provide Lender sufficient information to allow Lender
      to make an informed decision with respect to a Proposal. Such information shall
      include, but not be limited to, a complete Proposal (including all schedules
      thereto) relating to the requested Loan and any information supporting such
      complete Proposal, information provided to Borrower by Asset Sellers related
      to
      the proposed Assets, internally generated stratifications and analyses of the
      proposed Assets, asset portfolio write-ups prepared by Borrower, key assumptions
      used in projecting future cash flows of the proposed Assets, historical numbers
      on the proposed Assets, and proposed Asset Purchase Agreements.
      Notwithstanding the foregoing, the failure to provide any requested information
      other than that expressly specified in the immediately preceding sentence shall
      not constitute a default or Event of Default hereunder, and Lender’s sole remedy
      in such event shall be to reject the subject Proposal.

     

    Section
      5.6 Other
      Information.
      Each of
      Borrower and Servicer will furnish such other information regarding the
      operations, business affairs and financial condition of Borrower or Servicer
      or
      their respective properties or assets (including, but not limited to, the Assets
      or other Borrower assets) as Lender may reasonably request for the purpose
      of
      determining compliance with the Loan Documents.

     

    Section
      5.7 Right
      of Inspection.
      Upon
      request of reasonable notice by Lender, each of Borrower and Servicer shall
      permit any person designated by Lender, at Lender’s expense, to visit and
      inspect any of the properties, books and financial reports of Borrower or
      Servicer and to discuss its affairs, finances and accounts related to the Loans,
      all at such reasonable times during ordinary business hours of Borrower or
      Servicer and as often as Lender may reasonably request for the purpose of
      determining compliance with the Loan Documents, or the status of the Assets
      and/or the Collateral; provided,
      however,
      that
      Lender will use reasonable efforts to conduct (or have conducted) any such
      examination or inspection so as to minimize disruptions to the operations of
      Borrower or Servicer. 

     

    Section
      5.8 Asset
      Portfolio Acquisition List.
      Borrower shall furnish to Lender, no later than five (5) calendar days
      after each month-end, a list of the Asset Portfolios, if any, acquired by
      Borrower or its Affiliates during the previous month. Such list shall be
      certified by an officer of Borrower as to its completeness and include the
      following pieces of information: name of Asset Seller; size of Asset Portfolio;
      purchase price; and general collateral characteristics. 

     

    Section
      5.9 Compliance
      Certificate.
      Each of
      Borrower and Servicer will deliver to Lender, within forty-five (45)
      calendar days after the end of each calendar quarter, a certificate dated as
      of
      the end of the quarter in question and signed by a responsible officer of such
      party stating (i) that as of the date thereof no Event of Default has
      occurred and is continuing or exists (or, if an Event of Default exists, the
      nature thereof), (ii) that all respective representations and warranties of
      Borrower or Servicer, as the case may be, set forth in this Loan Agreement
      remain true and correct in all material respects as of the date of such
      compliance certificate, and (iii) that each has carried out its respective
      obligations under this Loan Agreement in all material respects.

     

    Section
      5.10 Reimbursement
      of Collection and Enforcement Expenses.
      Borrower will reimburse Lender, upon demand, for any and all costs, including
      reasonable attorneys’ fees and expenses, actually incurred by Lender or its
      agents in either collecting any sums payable by Borrower under the Loan
      Documents or enforcing any of Borrower’s obligations under the Loan
      Documents.

     

    
      
        
        

      

      
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    Section
      5.11 Liens;
      Other Debt.
      Neither
      Borrower nor Servicer will sell, transfer or assign any part of the Collateral,
      except as permitted herein or as may be agreed to by Lender, or contract,
      create, or incur any Liens upon or grant any security interest in any of the
      Collateral, whether now owned or hereafter acquired, except (i) the Lien in
      favor of Lender created pursuant to the Security Agreement, (ii) the lien
      of taxes not yet due and payable, and (iii) the lien, if any, of attorneys
      or others in possession of Collateral for the purposes of collection. Borrower
      will not incur any debt, secured or unsecured, direct or contingent (including
      guarantying any obligation), other than the Loans or accounts payable and
      accruals incurred in the ordinary course of Borrower’s business.

     

    Section
      5.12 Consolidation,
      Merger, Sale of Collateral; Changes to Organizational
      Documents.
      Borrower will not (a) wind up, liquidate, or dissolve its affairs,
      (b) enter into any transaction of merger or consolidation, or
      (c) convey, sell, lease or otherwise dispose of the Collateral or any part
      thereof, except in the normal course of collections on the Asset Portfolios;
      provided,
      however,
      that
      any disposition of any nature of any item of Collateral (other than in the
      normal course of collections) shall require the prior express written approval
      of Lender. Borrower will not amend its certificate of incorporation or its
      articles of formation or bylaws or limited liability company or partnership
      agreement (as applicable) without the prior express written consent of Lender,
      determined in Lender’s reasonable discretion.

     

    Section
      5.13 Other
      Agreements.
      Neither
      Borrower nor Servicer will enter into any agreement containing any provision
      that would be violated or breached by the performance of their respective
      obligations under any Loan Document.

     

    Section
      5.14 Use
      of Loan Proceeds.
      Borrower shall apply the proceeds of the Loans only to pay the Cost of the
      Asset
      Portfolios and for no other purpose.

     

    Section
      5.15 Notification
      of Legal Process.
      Each of
      Borrower and Servicer will promptly notify Lender of any attachment or other
      legal process levied against any of the Collateral and any information received
      by Borrower or Servicer relative to the Collateral that may materially or
      adversely affect the value thereof or the rights and remedies of Lender with
      respect thereto.

     

    Section
      5.16 Transactions
      with Affiliates.
      Borrower will not, either directly or indirectly, enter into any contracts,
      agreements or transactions, including but not limited to, brokerage contracts,
      property management agreements, sales contracts for the providing of any other
      goods or services, or the reimbursement or payment of any fees or expenses,
      with
      any of its shareholders, officers, directors, managers, partners or members,
      or
      with any of Borrower’s Affiliates (including, without limitation, Servicer) or
      any entities owned in whole or in part by Borrower or its shareholders,
      officers, directors, managers, partners or members, without the express prior
      written consent of Lender.
      Lender
      hereby approves and consents to DRV Cap being engaged as the initial Servicer
      hereunder. 

     

    Section
      5.17 Annual
      Financial Statements.
      Each of
      Borrower and Servicer shall, no later than one hundred twenty (120)
      calendar days after their respective fiscal year end, provide to Lender annual
      financial statements prepared in accordance with generally accepted accounting
      principles, consistently applied, and certified as correct by a senior and
      knowledgeable officer or manager of Borrower or Servicer, as the case may
      be.
      Borrower
      shall also, by such deadline, provide to Lender a copy of any audited financial
      statements which its parent company, DRV Cap, may provide to DRV Cap’s
      shareholders or the general public with respect to such fiscal year, together
      with any and all schedules or other financial materials that Borrower provides
      to DRV Cap in order to facilitate the preparation of DRV Cap’s audited financial
      statements.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    Section
      5.18 Quarterly
      Financial Statements.
      Each of
      Borrower and Servicer shall, no later than forty-five (45) calendar days
      after the end of each of their respective fiscal quarters, provide to Lender
      financial statements for such quarter prepared in accordance with generally
      accepted accounting principles, consistently applied, and certified as correct
      by a senior and knowledgeable officer or manager of Borrower or Servicer, as
      the
      case may be.
      Borrower
      shall also, by such deadline, provide to Lender a copy of any financial
      statements which its parent company, DRV Cap, may provide to DRV Cap’s
      shareholders or the general public with respect to such fiscal quarter, together
      with any and all schedules or other financial materials that Borrower provides
      to DRV Cap in order to facilitate the preparation of DRV Cap’s audited financial
      statements.

     

    Section
      5.19 Single
      Purpose Entity.
      If
      Borrower and Lender agree in writing to utilize a single purpose entity as
      Borrower,
      then the
      following terms and conditions shall apply:

     

    (a) Compensation
      of Employees, Agents and Consultants; Limitation on Agency.
      Any
      employee, consultant, director, manager, or agent of Borrower will be
      compensated from Borrower’s own bank accounts for services provided to Borrower.
      Borrower will engage no agents other than (i) Servicer to service the
      Assets, and (ii) those expressly agreed to in writing by Lender in its sole
      and absolute discretion.

     

    (b) Servicing
      Fees.
      Borrower is contracting with Servicer in this Loan Agreement to perform all
      operations required on a daily basis to service the Assets. Borrower will pay
      Servicing Fees to Servicer from Collections as specified in this Loan Agreement.
      Borrower does not expect to incur any material indirect or overhead expenses
      for
      items shared between Borrower and Servicer which are not reflected in documented
      service or administration fees. To the extent, if any, that Borrower and
      Servicer share items of expenses not reflected in its respective service or
      management fees (including, without limiting, legal, auditing, and other
      professional services),
      such expenses will be allocated to the extent practical on the basis of actual
      use of the services rendered, and otherwise on a basis reasonably related to
      actual use or value of services rendered.

     

    (c) Expenses.
      Borrower’s operating expenses will not be paid by Servicer.

     

    (d) Books
      and Records.
      Borrower’s books and records will be maintained separately from those of
      Servicer.

     

    (e) Financial
      Statements.
      Any
      financial statements of Servicer which are consolidated to include Borrower
      shall contain detailed notes clearly stating that Borrower is a separate legal
      entity with its own separate creditors which will be entitled to be satisfied
      out of Borrower’s assets prior to any value in Borrower becoming available to
      Borrower’s equityholders.

     

    (f) Holding
      of Funds and Assets.
      The
      assets of Borrower will be maintained in a manner that facilitates their
      identification and segregation from those of Servicer. Funds or other assets
      of
      Borrower will not be commingled with those of Servicer. Borrower shall not
      maintain joint bank accounts or other depository accounts to which Servicer
      (other than in its capacity as Servicer in the exercise of its servicing
      responsibilities under this Loan Agreement) has independent access. No funds
      of
      Borrower will at any time be pooled with any funds of Servicer other than while
      such funds are in the Custodial Account.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (g) Separate
      Legal Entities.
      Borrower acknowledges that all the parties entering into the Loan Documents,
      and
      any other related documents, do so in reliance on Borrower’s identity as a legal
      entity separate from Servicer.

     

    (h) Arm’s
      Length Relationships.
      Borrower will maintain arm’s length relationships with Servicer and its
      Affiliates. Neither Borrower nor Servicer nor any of their respective Affiliates
      will be or will hold itself out to be responsible
      for the debts of the other or the decisions or actions relating to the daily
      business and affairs of the other.

     

    (i) Loans
      to Other Parties.
      Except
      for Borrower’s Contributions, Borrower will not make any loans or advances to
      any third party (including, without limitation, any Affiliate).

     

    Section
      5.20 Collections
      Policy.
      Servicer shall be entitled to make exceptions to its general collections policy
      for individual Obligors, but only to the extent as is provided for in its Credit
      and Collection Policy.

     

    Section
      5.21 Minimum
      Monthly Payment Policy.
      Without
      the express prior written consent of Lender, Servicer shall not change its
      general collections policy regarding minimum monthly payments from that as
      set
      forth in its Credit and Collection Policy. Subject to the foregoing, Servicer
      shall be entitled to make exceptions to its general collections policy for
      individual Obligors under the same terms and conditions as it makes exceptions
      for other cardholders in portfolios of credit card receivables that it owns
      or
      services so long as such exceptions (in the aggregate) are not likely to have
      a
      Material Adverse Effect.

     

    Section
      5.22 Amendments
      to Asset Purchase Agreement.
      Borrower will not amend, modify or terminate any Asset Purchase Agreement
      without the express prior written consent of Lender.

     

    Section
      5.23 Transactions
      Involving Collateral.
      Except
      for Borrower’s Contributions and comparable advances made in the ordinary course
      of servicing, neither Borrower, Servicer, nor any of Borrower’s Affiliates will
      lend or invest money in, or borrow from, any Person that purchases all or any
      portion of the Collateral, or any interest therein, without the prior express
      written consent of Lender.

     

    Section
      5.24 Further
      Assurance on Third Party Financings.
      Notwithstanding Section 1.2,
      if DRV
      Cap (or any Affiliate thereof permitted in accordance with Section 1.3(c)
      to
      acquire a rejected Asset Portfolio) receives financing approval from a third
      party on any proposed purchase of an Asset Portfolio for which Lender has
      rejected the Proposal to fund the purchase of, then Borrower and Debt Resolve
      shall represent, warrant and reasonably demonstrate to Lender in writing that
      (a) no Material Adverse Effect shall result from, and that Lender shall not
      be adversely affected by, the consummation of any such third party financing
      and
      the acquisition of such Asset Portfolio by such permitted Affiliate, and
      (b) the Asset Portfolio for which such third party financing has been
      received has been presented to such third party financier in the same light
      and
      on the same (or less favorable to such financier) terms and conditions as it
      was
      initially presented to Lender in the relevant Proposal that was rejected by
      Lender.

     

    Section
      5.25 Custodial
      Account.
      Borrower and Servicer shall each cooperate fully with Lender and with any
      relevant third parties in the establishment of the Custodial Account. Borrower
      and Servicer shall each cooperate fully with Lender and the financial
      institution providing the Custodial Account so that Lender shall have, on an
      ongoing basis, unrestricted online access to such Custodial Account over the
      Internet so that Lender may access account statements and daily account
      activity.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    DEFAULT

     

    Section
      6.1 Events
      of Default.
      The
      occurrence of any one or more of the following events shall constitute an
“Event
      of Default”
under
      this Loan Agreement:

     

    (a) Payment.
      Failure
      to make any payments of Fixed Interest, principal, or other amounts payable
      to
      Lender with respect to any Loan under the Note, this Loan Agreement or any
      other
      Loan Document within three (3) Business Days after the Distribution Date on
      which such payment is due;

     

    (b) Reports.
      Failure
      to submit any Remittance Report or any Collateral Report on or before the
      fifth (5th)
      Business Day after the Distribution Date by which such report was
      due.

     

    (c) Representations
      and Warranties.
      Any
      representation or warranty made by Borrower or Servicer in any Loan Document
      shall prove to be false, misleading, incomplete or untrue in any respect when
      made that has a Material Adverse Effect and, if susceptible of being remedied,
      has not been remedied within fifteen (15) Business Days after Borrower has
      or reasonably should have had notice thereof;

     

    (d) Covenants.
      Any
      breach by Borrower, Debt Resolve or Servicer of any covenant, term, agreement
      or
      condition contained in any Loan Document, which breach (other than a breach
      by
      Debt Resolve of Section 1.2)
      has a
      Material Adverse Effect, and the same shall continue unremedied for a period
      of
      fifteen (15) Business Days after Borrower has or reasonably should have had
      notice thereof or for such other amount of time permitted for cure that may
      be
      specifically provided for in such Loan Document; provided,
      however,
      that
      either such time period shall only be applicable if the breaching party uses
      diligent efforts during such time to cure such breach;

     

    (e) Bankruptcy
      or Insolvency.
      (i) The commencement of any proceeding under any bankruptcy or insolvency
      laws by or against Borrower and such proceeding shall not be dismissed within
      sixty (60) calendar days after the date of filing; (ii) Borrower is
      unable, or admits in writing its inability, to pay its recourse debts as they
      become due; (iii) Borrower makes an assignment for the benefit of
      creditors; (iv) Borrower files a petition or applies to any tribunal for
      the appointment of a custodian, receiver or any trustee for all or a substantial
      part of its assets; (v) Borrower, by any act or omission, indicates its
      consent, approval of, or acquiescence in the appointment of a receiver,
      custodian or trustee for all or a substantial part of its property;
      (vi) Borrower is adjudicated a bankrupt; (vii) Borrower becomes
      insolvent however otherwise evidenced; or (viii) Borrower ceases doing
      business as a going concern;

     

    (f) Default
      in or Breach of Other Agreements.
      The
      occurrence and continuance of an “Event of Default” under the Loan Agreement or
      any other Loan Document, or the enforcement of remedies under any other
      agreement to which Borrower (or Servicer, as the case may be) is a party by
      another party thereto following the occurrence of any default or event of
      default thereunder or the breach by Borrower (or Servicer, as the case may
      be)
      thereunder, which enforcement has a Material Adverse Effect;

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    (g) Judgments.
      An
      uninsured portion of any judgment or order for the payment of money is entered
      against Borrower for more than One Hundred Thousand Dollars ($100,000) and
      such
      judgment is not, within thirty (30) calendar days after the entry thereof,
      discharged or execution thereof stayed or bonded pending appeal;

     

    (h) Ownership;
      Liens.
      Borrower shall fail for any reason to have a valid, first priority ownership
      interest or valid first priority perfected security interest in the Assets,
      or
      if Lender shall fail to have a first priority perfected security interest in
      the
      Collateral;

     

    (i) Ownership
      and Control of Borrower and DRV Cap.
      (i) DRV Cap (while it serves as Servicer hereunder) shall experience a
      Change of Control, or (ii) DRV Cap ceases to own, directly or indirectly,
      one hundred percent (100%) of the capital stock and/or membership interests
      or other equity interests, as the case may be, of Borrower;

     

    (j) Servicer
      Termination Event.
      The
      occurrence and continuance past any applicable cure period of a Servicer
      Termination Event; 

     

    (k) Loss
      or Damage.
      The
      occurrence of loss, theft, damage or destruction of any material portion of
      the
      Collateral, or the making of any seizure, unauthorized sale or other
      unauthorized transfer of any Collateral; or

     

    (l) Failure
      to Enforce Asset Purchase Agreement.
      Borrower shall fail to diligently pursue enforcement of and remedies under
      any
      Asset Purchase Agreement or related document if either Borrower or DRV Cap
      (or
      any subsequent Servicer) becomes aware of, or should, through the exercise
      of
      the standard of care and conduct required of each of them by this Loan
      Agreement, be reasonably expected to become aware of, any material breach
      thereof by another party thereto or there exists a material risk of financial
      harm with respect to the value of the applicable Asset or Assets.

     

    Section
      6.2 Effect
      of Event of Default.
      

     

    (a) Upon
      the
      occurrence and during the continuance of any Event of Default, Lender may at
      its
      option, by written notice to Borrower, declare the entire unpaid principal
      balance of the Note, and all other amounts due hereunder, immediately due and
      payable, without presentment, demand, protest or further notice of any kind,
      all
      of which are expressly waived by Borrower.

     

    (b) An
      Event
      of Default with respect to any Loan shall be deemed an Event of Default with
      respect to all other Loans, it being Borrower’s and Lender’s intention that the
      Loans be fully cross-defaulted.

     

    (c) Upon
      any
      Event of Default which continues beyond any applicable cure period, if any,
      Lender may, by written notice to Servicer, direct that, during the continuance
      of such Event of Default, all Collections be applied in accordance with Lender’s
      written instructions and in accordance with the Loan Documents, and Lender
      may
      exercise its rights under Section 4.5(b)
      hereunder as if a Servicer Termination Event has occurred such that Lender
      may
      replace Servicer with a new Servicer selected by Lender.

     

    
      
        
        

      

      
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    ARTICLE
      VII

    DEFINITIONS

     

    For
      purposes of this Loan Agreement, the following terms shall have the following
      meanings:

     

     

    “Account
      Documents”
      means,
      with respect to the Assets, all customer agreements, notes, security agreements,
      financing statements, and such other evidences of indebtedness or documents
      and
      all electronic media containing any of the foregoing.

     

    “Affiliate”
      means,
      as to any specified Person, (a) any other Person which, directly or
      indirectly, is in control of, is controlled by, or is under common control
      with,
      such specified Person, and (b) each officer, director, manager, managing
      member, or general partner of such specified Person, and (c) each Person
      who is the beneficial owner of, or part of a family group which collectively
      owns, ten percent (10%) or more of any class of voting equity interest in
      such specified Person. For the purposes of this definition, “control” when used
      with respect to any specified Person shall mean that any other Person shall
      be
      deemed to “control” such specified Person if the other Person possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management and policies of such specified Person, whether through the ownership
      of a voting equity interest, or by contract. The terms “controlling” and
“controlled” shall have meanings correlative to the foregoing. 

     

    “Agent”
      has the
      meaning set forth in Section 8.16.

     

    “Assets”
      means
      non-performing, sub-performing, charged-off or otherwise distressed consumer
      debt obligations, consisting of consumer credit card debt or lease obligations,
      business credit card debt or lease obligations, consumer loans, and/or other
      small balance consumer receivables, that are identified in a Proposal or the
      acquisition of which by Borrower has been expressly approved in writing by
      Lender and are made subject to the Loan Documents, and including any amendments,
      modifications, replacements or renewals of such consumer debt
      obligations.

     

    “Asset
      Liquidation Proceeds”
      means
      any and all proceeds which may be generated by any sale or other disposition
      of
      an Asset or from any exercise of any putback, refund or other similar rights
      against any Asset Seller, or which may otherwise be received from any Asset
      Seller, in each case net of fees and expenses of the transaction (including
      broker’s fees, accounting fees, rating agency fees and legal fees and
      expenses).

     

    “Asset
      Management Fee”
      means,
      with respect to any Asset Portfolio, an amount payable to Lender equal to one
      percent (1%) of the Gross Collections received subsequent to the most
      recent prior Cutoff Date and on or prior to the applicable Cutoff
      Date.

     

    “Asset
      Portfolio”
      means
      each pool or grouping of Assets purchased from time to time by Borrower from
      an
      Asset Seller.

     

    “Asset
      Portfolio Net Collections”
      has the
      meaning set forth in Section 2.2(b).

     

    “Asset
      Purchase Agreement” means
      the
      agreement under which the Borrower has agreed to purchase Assets from an Asset
      Seller.

     

    “Asset
      Seller” means
      the
      Person from whom Borrower acquires Assets.

     

    “Borrower”
      has the
      meaning set forth in the preamble to this Loan Agreement.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    “Borrower’s
      Contribution”
      means,
      with respect to a Loan, the sum of (a) Borrower’s financial contribution
      toward payment of the Cost with respect to the related Asset Portfolio,
      (b) any Closing Costs and Asset Management Fees not otherwise paid at the
      closing of such Loan, as may be expressly approved in writing by Lender, and
      (c) any Fixed Interest and principal relating to such Loan, in each case
      paid by Borrower from its own account in accordance with Section 2.2(b).

     

    “Borrower’s
      Residual”
      has the
      meaning set forth in Section 2.2(b)(ix).

     

    “Borrower’s
      Residual Percentage”
      means,
      with respect to each Asset Portfolio, a percentage equal to thirty
      percent (30%).

     

    “Borrowing
      Date”
      means,
      with respect to any Loan, the date of funding of such Loan.

     

    “Business
      Day”
      means
      any day other than a Saturday or Sunday, or a date on which Lender, Borrower,
      Servicer or commercial banks in the State of New York generally are closed
      for
      regular business; provided,
      however,
      that
      notwithstanding the forgoing, any such day on which Borrower or Servicer is
      conducting normal business operations shall be a Business Day for the purpose
      of
      determining the Cutoff Date.

     

    “Change
      of Control”
      means,
      with
      respect to any particular Person: (i) a sale of sixty percent (60%) or more
      (based on fair market value) of the assets of such Person; (ii) a merger or
      consolidation involving such Person in which such Person is not the surviving
      entity and the equityholders of such Person immediately prior to the completion
      of such transaction hold, directly or indirectly, less than fifty percent (50%)
      of the beneficial ownership (within the meaning of Rule l3d-3 promulgated
      under the Exchange Act, or comparable successor rules) of the securities of
      the
      surviving entity (excluding any equityholders who possessed a beneficial
      ownership interest in the surviving entity prior to the completion of such
      merger or consolidation transaction); (iii) a reverse merger involving such
      Person in which such Person is the surviving entity but the equity of such
      Person outstanding immediately preceding the merger are converted by virtue
      of
      the merger into other property, whether in the form of securities, cash or
      otherwise, and the equityholders of such Person immediately prior to the
      completion of such transaction hold, directly or indirectly, less than fifty
      percent (50%) of the beneficial ownership (within the meaning of Rule l3d-3
      promulgated under the Exchange Act, or comparable successor rules) of the
      surviving entity or, if more than one entity survives the transaction, the
      controlling entity; (iv) an acquisition by any other Person or group within
      the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable
      successor provisions (excluding any employee benefit plan, or related trust,
      sponsored or maintained by such original Person or any Affiliate thereof) of
      the
      actual or beneficial ownership (within the meaning of Rule l3d-3
      promulgated under the Exchange Act, or comparable successor rules) of securities
      of such original Person representing at least thirty percent (30%) of the
      combined voting power entitled to vote in the election of directors; or,
      (v) if the individuals who, as of the date of this Loan Agreement, are
      members of such Person’s Board of Directors (the "Incumbent
      Board”),
      cease
      for any reason to constitute more than fifty-one percent (51%) of such Person’s
      Board of Directors. (If the election, or nomination for election by such
      Person's equityholders, of any new member of such Person’s Board of Directors is
      approved by a vote of at least fifty percent (50%) of the Incumbent Board,
      then
      such new member of such Person’s Board of Directors shall be considered as a
      member of the Incumbent Board.) 

     

    “Chattel
      Paper”
      means
      any "chattel paper," as such term is defined in the Code, now owned or hereafter
      acquired by Borrower.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    “Closing
      Costs”
      means
      the legal fees and expenses and the other fees and expenses approved by Lender
      for the initial Loan, to be paid by Borrower, as set forth in Exhibit E
      attached
      hereto.

     

    "Code"
      means
      the Uniform Commercial Code as the same may, from time to time, be enacted
      and
      in effect in the State of New York; provided,
      however,
      that in
      the event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to, Lender's
      Lien on any Collateral is governed by the Uniform Commercial Code as enacted
      and
      in effect in a jurisdiction other than the State of New York, then the term
      "Code" shall mean the Uniform Commercial Code as from time to time enacted
      and
      in effect in such other jurisdiction solely for purposes of the provisions
      thereof relating to such attachment, perfection, priority or remedies and for
      purposes of definitions related to such provisions.

     

    “Collateral”
      has the
      meaning set forth in the Security Agreement.

     

    “Collateral
      Report”
      has the
      meaning set forth in Section 4.3(g).

     

    “Collections”
      means,
      with respect to any Asset Portfolio, all payments made by Obligors on account
      of
      the Assets in such Asset Portfolio, together with any other collections, income,
      interest, principal, penalty, late fees, extension fees, prepayment fees, or
      other fees on account of the Assets in such Asset Portfolio, and including
      Asset
      Liquidation Proceeds.

     

    “Cost”
      means,
      for each Asset Portfolio, the Borrower’s purchase price plus such other fees as
      may be set forth in the Total Closing Costs and Funding Schedule attached as
      Schedule 4
      to the
      Proposal for such Asset Portfolio and as expressly approved by Lender in advance
      in writing.

     

    “Credit
      and Collection Policy”
      means
      those credit, collection, customer relations and customer service policies
      and
      practices and other written policies and procedures of Borrower or Servicer,
      as
      the case may be.

     

    “Credit
      and Collection Laws”
      means
      state and federal laws governing the business of collecting consumer debt,
      including without limitation, the Fair Debt Collection Practices Act, the
      Federal Consumer Credit Protection Act and Regulation Z issued thereunder,
      the Federal Equal Credit Opportunity Act and Regulation B issued thereunder
      and the United States Bankruptcy Code, and, for each of the foregoing, the
      rules
      and regulations promulgated thereunder.

     

    “Custodial
      Account”
      means an
      account (which shall be a lockbox or blocked account, at Lender’s discretion)
      which Borrower shall establish and maintain as a custodial account in trust
      for
      the benefit of Lender until the Loans have been paid in full, to which Lender
      shall have online access to account statements and account activity.


     

    “Cutoff
      Date”
      means
      the last Business Day of each calendar month.

     

    “Debt
      Resolve”
      has the
      meaning set forth in the preamble to this Loan Agreement.

     

    “Default
      Rate”
      has the
      meaning set forth in Section 1.6(b).

     

    “Disclosing
      Party”
      has the
      meaning set forth in Section 8.4.

     

    “Distribution
      Date”
      means
      the fifth (5th)
      Business Day of the calendar month immediately following (a) the previous
      Cutoff Date, or (b) for a recent Loan, the first full month following the
      Borrowing Date of such Loan.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    “DRV
      Cap”
      has the
      meaning set forth in the preamble to this Loan Agreement.

     

    “Event
      of Default”
      has the
      meaning set forth in Article VI.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and any successor statute,
      and
      the rules and regulations promulgated thereunder.

     

    “Fixed
      Interest”
      has the
      meaning set forth in Section 1.6(a).

     

    “Governing
      State”
      means
      the State of New York.

     

    “Gross
      Collections”
      means
      all Collections received by the Cutoff Date on account of servicing the Assets,
      unreduced for expenses, fees and costs of servicing and/or collection, or for
      any other reason.

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 8.16.

     

    “Instrument”
      means
      any "instrument," as such term is defined in the Code, now owned or hereafter
      acquired by Borrower, wherever located.

     

    “Lender”
      has the
      meaning set forth in the preamble to this Loan Agreement.

     

    “Lender’s
      Advances”
      has the
      meaning set forth in Section 2.2(b)(ii).

     

    “Lender’s
      Residual”
      has the
      meaning set forth in Section 2.2(b)(ix).

     

    “Lender’s
      Residual Percentage”
      means,
      with respect to each Asset Portfolio, a percentage equal to seventy
      percent (70%).

     

    "Lien"
      means a
      lien, security interest, pledge, hypothecation, collateral assignment, charge,
      encumbrance, or other right or claim of any Person other than an unfiled lien
      for tax accrued but not yet payable.

     

    “Loan”
      and
“Loans”
      have the
      meaning set forth in Section 1.2.

     

    “Loan
      Agreement”
      has the
      meaning set forth in the preamble to this Master Loan and Servicing
      Agreement.

     

    “Loan
      Documents”
      mean,
      collectively, this Loan Agreement, the Note, all Proposals (and each Schedule
      attached thereto), the Security Agreement, each Asset Purchase Agreement to
      which Borrower is a party, and all other documents, reports, instruments or
      certificates delivered pursuant to or in connection with any of the foregoing
      or
      any of the transactions contemplated by any of the foregoing. 

     

    “Material
      Adverse Effect”
      means,
      with respect to any event or circumstance, a material adverse effect
      on:

     

    (a) the
      ability of Borrower (or applicable party, as the context requires) to perform
      its obligations under any Loan Document to which it is a party;

     

    (b) the
      validity or enforceability of any Loan Document;

     

    (c) the
      status, existence, perfection, priority, or enforceability of any lien or
      security interest granted to Lender pursuant to the Loan Documents;
      or

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    (d) the
      validity, enforceability or collectibility of the Assets, taken as a
      whole.

     

    “Maturity
      Date”
      means
      the maturity date for principal and accrued but unpaid Fixed Interest on each
      Loan, which shall be the first to occur of (i) the
      twenty-fourth (24th)
      Distribution Date following the applicable Borrowing Date, or (ii) the date
      of acceleration pursuant to Section 6.2.
      

     

    “Note”
      means
      that certain Secured Promissory Note, substantially in the form of Exhibit B
      attached
      hereto, issued by Borrower to Lender on or about the date hereof, evidencing,
      in
      the aggregate, all the Loans contemplated by this Loan Agreement, and subject
      to
      amendment or supplement to reflect any additional lending by Lender in
      accordance with any potential extension or renewal of this Loan Agreement that
      has been agreed upon in writing by all of the parties to this Loan
      Agreement.

     

    “Notice”
      has the
      meaning set forth in Section 8.14.

     

    “Obligor”
      means
      each signer, co-signer, guarantor or other person responsible for payment of
      an
      Asset.

     

    “Person”
      means
      any natural person, limited liability company, corporation, partnership, joint
      venture, firm, association, trust, unincorporated organization, governmental
      agency or political subdivision or any other entity, whether acting in an
      individual, fiduciary or other capacity.

     

    “Pool”
      means,
      with respect to any and each calendar quarter, any and all Asset Portfolios
      acquired by Borrower during such calendar quarter, the acquisition of which
      was
      funded by Loans from Lender in accordance with this Loan Agreement.

     

    “Portfolio
      Amortization Schedule”
      means
      the amortization schedule set forth in Schedule 2
      to a
      Proposal approved by Lender in writing.

     

    “Portfolio
      Budget”
      means,
      with respect to each Asset Portfolio, a strategic budget developed by Borrower
      and submitted as part of the Proposal for, and approved in writing by Lender
      for, such Asset Portfolio, representing Borrower’s good faith estimate of the
      projected cash inflows and outflows, including Servicing Fees and other
      expenses.

     

    “Proposal”
      means a
      written proposal from Borrower to Lender requesting a Loan in connection with
      Borrower’s purchase of a specific Asset Portfolio, such proposal to be
      substantially in the form of Exhibit A
      attached
      hereto. 

     

    “Qualifying
      Asset Portfolio”
      has the
      meaning set forth in Section 2.2(b)(vi).

     

    “Remittance
      Report”
      means a
      report, substantially in the form of Exhibit D
      attached
      hereto, submitted by the fifth (5th) Business Day of each month by Servicer
      to Lender listing Gross Collections and any disbursements or expenses paid
      or
      received during the prior month and the proposed disbursements on account of
      the
      Assets serviced by Servicer during such prior month pursuant to Section 2.2,
      and
      expressly approved by Lender in writing prior to the Distribution Date. A
      Remittance Report shall be prepared for each separate Asset Portfolio and shall
      include, among other things, a detailed description of each application of
      excess Asset Portfolio Net Collections to or from such Asset Portfolio as may
      be
      permitted under Section 2.2(b).

     

    “Replacement
      Date”
      has the
      meaning set forth in Section 4.5.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    “Required
      Distributions”
      has the
      meaning set forth in Section 2.2(b)(vi).

     

    “Security
      Agreement”
      means
      that certain Security Agreement, substantially in the form of Exhibit C
      attached
      hereto, entered into by Borrower and Lender on or about the date hereof,
      pursuant to which Borrower shall assign to and grant Lender a security interest
      in the respective Assets and related Collateral, as such agreement may be
      amended, restated, or otherwise modified from time to time in accordance with
      the terms thereof.

     

    “Servicer”
      has the
      meaning set forth in Section 4.1.

     

    “Servicer
      Termination Event”
      has the
      meaning set forth in Section 4.5.

     

    “Servicing
      Expenses”
      means,
      with respect to each Asset Portfolio, all customary and reasonable third party
      costs actually incurred by Servicer in connection with its collection activities
      hereunder relating to such Asset Portfolio, including, but not limited to,
      attorneys fees and expenses, filing and service fees, execution fees, court
      costs, skip trace costs, media costs, and other costs and expenses, up to,
      in
      the aggregate for such Asset Portfolio, the amount provided for in the Proposal
      for such Asset Portfolio and agreed to in writing by Lender, or as otherwise
      expressly agreed to in writing in advance by Lender.

     

    “Servicing
      Fees”
      means,
      with respect to each Asset Portfolio, the Portfolio Servicing Fees set forth
      as
      a percentage of Gross Collections (but excluding Asset Liquidation Proceeds)
      in
Schedule 1
      attached
      to the Proposal relating to such Asset Portfolio and approved by Lender in
      writing at the time of Borrower’s acquisition of such Asset Portfolio, which are
      expected to be in accordance with the following:

     

    


    
      	
              Asset
                Category

            	 	
              Servicing
                Fee

            	 
	
              Prime
                accounts (no prior collection agency or law firm)

            	 	 	
              34

            	
              %

            
	
              Secondary
                accounts (one prior collection agency or law firm)

            	 	 	
              39

            	
              %

            
	
              Tertiary
                accounts (two prior collection agencies or law firms)

            	 	 	
              44

            	
              %

            
	
              Quarternary
                accounts (three or more prior collection agencies or law
                firms)

            	 	 	
              47

            	
              %

            
	
              Out
                of statute accounts

            	 	 	
              54

            	
              %

            


    

    
 

    ARTICLE
      VIII

    MISCELLANEOUS

     

    Section
      8.1 Survival
      of Representations and Warranties.
      All
      representations and warranties of Borrower and Servicer made herein shall be
      true and correct in all material respects as of each Borrowing Date and shall
      survive the Borrowing Date and the execution and delivery of this Loan
      Agreement, the Security Agreement, and the Note, and shall continue in full
      force and effect until payment in full by Borrower of all amounts payable
      hereunder, under the Security Agreement or under the Note.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    Section
      8.2 Cure.
      Lender
      shall have the right to cure any default by Borrower upon any lease, insurance
      policy, indenture, security agreement, mortgage, deed of trust, agreement or
      other instrument to which Borrower is a party or by which its properties are
      bound or may be subject if such default shall in any manner affect Lender’s
      rights hereunder, or in and to the Collateral, or the ability of Borrower to
      perform its obligations hereunder or under the Security Agreement or the Note,
      and Borrower shall immediately reimburse Lender for any amounts paid by Lender
      or its agents to cure such defaults.

     

    Section
      8.3 Relationship
      between Parties.
      The
      relationship between Lender and Borrower shall be solely one of commercial
      lender and borrower, and nothing contained in this Loan Agreement or in any
      Loan
      Document shall constitute the parties as partners or joint or co-venturers
      with
      one another or with any other party, or as agents for one another or for any
      other party with regard to any activities contemplated by this Loan Agreement
      or
      otherwise, or render any party liable for any debts or obligations of any other
      party.
      Borrower
      and Servicer shall each indemnify, defend, and hold and save Lender harmless
      from any and all claims of any nature which may be asserted against Lender
      as
      being the agent, partner, or joint or co-venturer of Borrower or
      Servicer.

     

    Section
      8.4 Confidentiality.
      Borrower, Servicer and Lender each agree to use all commercially reasonably
      efforts (equivalent to the efforts such parties apply to maintain the
      confidentiality of their own confidential information) to maintain as
      confidential all information with respect to the Assets, any Proposal, the
      terms
      of the Loan Documents or other confidential information regarding the business
      of the others (to the extent such confidential information was provided by
      or on
      behalf of one or more of the other parties), except that disclosure may be
      made
      as required by law or judicial or administrative process or in connection with
      the enforcement of this Loan Agreement or any other Loan Document, and except
      that Lender, as the “Disclosing
      Party”
may
      disclose such information (a) to Persons employed or engaged by the
      Disclosing Party in evaluating, approving, structuring or administering the
      Loans and Commitments, (b) to any bona fide or potential assignee of Lender
      or participant in a Loan that has agreed in writing to comply with the covenant
      contained in this Section (and any such bona fide or potential assignee or
      participant may disclose such information to Persons employed or engaged by
      them
      as described in clause (a) above); (c) to any bona fide or potential
      investor in Lender, but only to the extent of the terms of the Loan Documents
      and general performance information with respect to Lender’s interest in the
      Loans, (d) as required or requested of any governmental authority or
      reasonably believed by the Disclosing Party to be compelled by, or required
      under, any regulation or law (including, without limitation, any securities
      regulation or law), or any court decree, subpoena or legal or administrative
      order or process; (e) as, on the advice of the Disclosing Party’s counsel,
      is required by law; (f) in connection with the exercise of any right or
      remedy under the Loan Documents or in connection with any litigation to which
      the Disclosing Party is a party; or (g) that ceases to be confidential
      through no fault of the Disclosing Party. 

     

    Section
      8.5 Amendment
      and Modification.
      Any
      amendments or modifications to any provisions of this Loan Agreement, the Note
      or any other Loan Document must be (a) in writing, and (b) signed by
      each of the parties thereto.

     

    Section
      8.6 Waivers.
      No
      party shall be deemed to have waived any of its rights or remedies hereunder,
      under the Note or under any other Loan Document unless such waiver is
      (a) in writing, and (b) signed by such party, and then only to the
      extent specifically recited. No failure to exercise and no delay or omission
      in
      exercising any right, remedy or recourse on the part of any party shall operate
      or be deemed as a waiver of such right, remedy or recourse hereunder or
      thereunder or preclude any other or further exercise thereof. A waiver or
      release on any one occasion shall not be construed as continuing, as a bar
      to,
      or as a waiver or release of any subsequent right, remedy or recourse on any
      subsequent occasion. All rights and remedies of the parties, whether pursuant
      to
      this Loan Agreement, the Note, the Security Agreement, or any other Loan
      Document, shall be cumulative and concurrent and may be exercised singularly,
      successively or concurrently, at the sole and absolute discretion of the subject
      party, and may be exercised as often as occasion therefor may exist. 

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    Section
      8.7 Assignment
      and Transferability of Loan Agreement; Loan
      Participations.
      This
      Loan Agreement shall be binding upon Borrower, Servicer, Lender and each of
      their respective successors and permitted assigns; provided,
      however,
      that
      (a) neither Borrower nor Servicer may transfer or assign any or all of
      their respective rights or obligations hereunder without the prior express
      written consent of Lender; and (b) Lender may, upon written notice to
      Borrower and Servicer, transfer and assign any or all of its rights or
      obligations hereunder or under any Loan or the Note or any other Loan Document,
      including, without limitation, the sale of participations in any Loan or the
      Note to any party who will be bound by this Agreement. This Loan Agreement
      shall
      be for the benefit of Lender and those of its affiliated funds which agree
      to
      become a party to this Loan Agreement.

     

    Section
      8.8 Actions
      in Connection with Bankruptcy.
      Without
      the necessity of an evidentiary hearing and without the necessity or requirement
      that Lender establish or prove the value of the Collateral (or any other
      collateral pledged to Lender pursuant to the Loan Documents), or the lack of
      adequate protection of Lender's interest in the Collateral (or any other
      collateral pledged to Lender pursuant to the Loan Documents), Lender shall
      be
      entitled to the immediate termination of the automatic stay of 11 U.S.C.
§ 362 in order to permit Lender to exercise all of its rights and remedies
      in respect of the Collateral (or any other collateral pledged to Lender pursuant
      to the Loan Documents), the existence of this provision constituting sufficient
      "cause" for purposes of 11 U.S.C. § 362(d)(1). Borrower agrees not to
      directly or indirectly oppose or otherwise defend against the termination of
      the
      automatic stay. Any reasonable attorney's fees and other expenses incurred
      by
      Lender in connection with Borrower's bankruptcy or any of the other aforesaid
      events shall be additional indebtedness of Borrower.

     

    Section
      8.9 GOVERNING
      LAW; JURISDICTION; VENUE.
      THIS
      LOAN AGREEMENT, THE NOTE, AND ALL OTHER LOAN DOCUMENTS, AND WITHOUT LIMITATION
      ANY QUESTIONS CONCERNING THE INTERPRETATION OR ENFORCEMENT THEREOF, SHALL BE
      GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
      GOVERNING STATE. The parties hereto each hereby irrevocably submit to the
      jurisdiction of any state or federal court sitting in the Governing State over
      any suit, action or proceeding arising out of or relating to a Loan or the
      Loan
      Documents. The parties hereto each irrevocably waive, to the fullest extent
      permitted by law, any objection that any such party may now or hereafter have
      to
      the laying of venue of any such suit, action or proceeding brought in any such
      court and any claims that any such suit, action or proceeding brought in any
      such court has been brought in an inconvenient forum. Nothing in this Section
      shall limit the right of Lender to bring proceedings against any other party
      hereto in the courts of any other jurisdiction. Borrower, Debt Resolve and
      DRV
      Cap each agree that any forum other than the Governing State is an inconvenient
      forum and that a suit brought by Borrower, Debt Resolve or DRV Cap against
      Lender in a court of any state other than the Governing State should be
      forthwith dismissed or transferred to a court located in the Governing State
      by
      that court.

     

    Section
      8.10 WAIVER
      OF JURY TRIAL.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
      RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
      SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE PARTIES ARISING
      OUT
      OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
      AMONG THEM IN CONNECTION WITH, THIS LOAN AGREEMENT OR ANY OF THE OTHER LOAN
      DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    Section
      8.11 Severability
      and Enforceability of Loan Agreement.
      If
      any
      one or more of the terms or provisions of this Loan Agreement shall be
      determined by a court of competent jurisdiction to be illegal, invalid or
      unenforceable in such jurisdiction, then all other terms and provisions hereof
      shall remain effective and binding on the parties hereto, and such illegal,
      invalid or unenforceable term or provision shall be deemed modified, for
      purposes of performance of this Loan Agreement in such jurisdiction, to the
      extent necessary to render it lawful, valid and enforceable, or, if such a
      modification is not possible without materially altering the intention of the
      parties hereto (in which case no such modification shall occur), then such
      term
      or provision shall be severed herefrom solely for purposes of performance of
      this Loan Agreement in such jurisdiction, but shall remain a part of this Loan
      Agreement for purposes of performance in all other jurisdictions. The validity
      of the remaining terms and provisions of this Loan Agreement shall not be
      affected by such modification or severance, except that if any such severance
      materially alters the intentions of the parties hereto as expressed herein,
      then
      the parties hereto shall use their respective best reasonable efforts to agree
      to appropriate equitable amendments to this Loan Agreement in light of such
      severance, and if no such agreement is reached within a reasonable period of
      time, then any party hereto may initiate arbitration under the then current
      rules of the American Arbitration Association to determine such appropriate
      equitable amendments.

     

    Section
      8.12 Titles
      and Headings.
      The
      titles and headings of the Articles, Sections, and paragraphs of this Loan
      Agreement (a) are merely for convenience of reference only in reading this
      Loan Agreement, (b) shall not be construed to alter, modify or interpret
      the meaning of the provisions under said titles and headings, and (c) shall
      not have any effect on the construction or interpretation of the content of
      this
      Loan Agreement.

     

    Section
      8.13 Accounting
      Terms.
      All
      accounting terms used in this Loan Agreement shall have the meanings ascribed
      to
      them by generally accepted accounting principles, consistently
      applied.

     

    Section
      8.14 Notices.
      Unless
      otherwise required or provided by this Loan Agreement, all demands, notices,
      approvals and other communications hereunder (including Borrower’s and
      Servicer’s reporting obligations set forth herein) (each such communication, a
      "Notice")
      shall
      be in writing and shall be served personally, delivered by facsimile or sent
      by
      a national overnight delivery or courier company, and addressed as set forth
      below. Any such Notices shall be deemed delivered upon delivery or refusal
      to
      accept delivery as indicated in writing by the person attempting to make
      personal service, or by similar written advice from the overnight delivery
      company; provided,
      however,
      that if
      any such Notice shall be sent by telecopier to the telecopier number, if any,
      set forth below, then such Notice shall be deemed given at the time and on
      the
      date of successful machine transmittal (except if sent after 5:00 p.m.
      recipient's time, then the Notice shall be deemed given at 9:00 a.m. on the
      next
      Business Day). Each party hereto shall make an ordinary, good faith effort
      to
      ensure that it will accept or receive Notices that are given in accordance
      with
      this Section 8.14,
      and
      that any Person to be given Notice actually receives such Notice. Any party
      to
      whom Notices are to be sent pursuant to this Loan Agreement may from time to
      time change its address and/or facsimile number for future communication
      hereunder by giving Notice in the manner prescribed herein to all other parties
      hereto; provided,
      however,
      that
      the address and/or facsimile number change shall not be effective until
      five (5) Business Days after the Notice of change has been
      given.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    
      	
              If
                to Lender, to:

            	
              With
                a Copy to:

            
	
              Sheridan
                Asset Management, LLC

              1025 Westchester
                Avenue, Suite 311

              White
                Plains, New York 10604-3508

              Attn.:  Christopher
                J. Morrissey

              Fax.:  (914)
                285-0071

              Tel.:  (914)
                285-0070

            	
              Hebble
                & Associates, P.C.

              61
                Broadway, Suite 1000

              New
                York, New York 10006-2731

              Attn.:  Robert
                M. Hebble, Esq.

              Fax.:  (212)
                624-1288

              Tel.:  (212)
                624-1280

            
	 	 
	
              If
                to Debt Resolve, to:

            	
              With
                a Copy to:

            
	
              Debt
                Resolve,
                Inc.

              707 Westchester
                Avenue, Suite L-7

              White
                Plains, New York 10604

              Attn.:  James
                D. Burchetta

              Fax.:  (914)
                428-3044

              Tel.:  (914)
                949-5500

            	
              Greenberg
                Traurig, LLP

              MetLife
                Building

              200 Park
                Avenue

              New
                York, New York 10166

              Attn.:  Spencer
                Feldman, Esq.

              Fax.:  (212)
                801-6400

              Tel.:  (212)
                801-9200

            
	 	 
	
              If
                to Borrower, to:

            	
              With
                a Copy to:

            
	
              EAR
                Capital I, LLC

              707 Westchester
                Avenue, Suite L-7

              White
                Plains, New York 10604

              Attn.:  Howard
                Knauer

              Fax.:  (914)
                428-3044

              Tel.:  (914)
                949-5000

            	
              Greenberg
                Traurig, LLP

              MetLife
                Building

              200 Park
                Avenue

              New
                York, New York 10166

              Attn.:  Spencer
                Feldman, Esq.

              Fax.:  (212)
                801-6400

              Tel.:  (212)
                801-9200

            
	 	 
	
              If
                to Servicer, to:

            	
              With
                a Copy to:

            
	
              DRV
                Capital, LLC

              707 Westchester
                Avenue, Suite L-7

              White
                Plains, New York 10604

              Attn.:  Howard
                Knauer

              Fax.:  (914)
                428-3044

              Tel.:  (914)
                949-5000

            	
              Greenberg
                Traurig, LLP

              MetLife
                Building

              200 Park
                Avenue

              New
                York, New York 10166

              Attn.:  Spencer
                Feldman, Esq.

              Fax.:  (212)
                801-6400

              Tel.:  (212)
                801-9200

            


    

    


    Section
      8.15 Entire
      Agreement.
      This
      Loan Agreement (including all Exhibits hereto), and the Security Agreement,
      Proposals, Note, and all other Loan Documents shall constitute the full and
      entire understanding and agreement of the parties hereto and there are no
      further or other agreements or undertakings, written or oral, in effect between
      the parties relating to the subject matter hereof unless expressly referred
      to
      herein. All prior negotiations, agreements, representations and warranties,
      statements and undertakings concerning the subject matter hereof between the
      parties are superseded by this Loan Agreement and the other Loan
      Documents. 

     

    Section
      8.16 Borrower’s
      and Servicer’s Indemnification.
      Debt
      Resolve (solely with respect to clauses (a), (b), (c), (e) and (f) below),
      Borrower and DRV Cap (each, on “Indemnifying
      Party”)
      agree
      to jointly and severally indemnify, defend and hold Lender (and each of its
      officers, directors, managers, members, employees, agents and representatives
      (each, an “Agent”))
      harmless from and against any and all losses, damages, costs, claims, expenses
      (including reasonable attorneys fees) and liabilities to third parties growing
      out of or resulting from (a) the failure of any such Indemnifying Party (or
      of any Agent thereof) to comply with the Credit and Collection Laws;
      (b) the actions of any of the Agents of any such Indemnifying Party taken
      in connection with the collection activities with respect to the Assets;
      (c) the misapplication (whether negligent or intentional),
      misappropriation, conversion or theft of any part of the Collateral by any
      Agent
      of any such Indemnifying Party; (d) the failure to pay and discharge any
      liens, encumbrances or security interests in the Collateral (other than liens
      granted to Lender to secure repayment of Loans) created or which could be
      created as a result of the actions of any such Indemnifying Party (or of any
      Agent thereof); (e) fraud or material misrepresentation of Borrower, DRV
      Cap, any Affiliate of either of them, or any Agent of either of the foregoing;
      (f) the misapplication of receipts or proceeds from the Collateral received
      by any such Indemnifying Party after notice of default on any Loan which are
      not
      applied to the outstanding balance of the Note, to payment of debt service
      on
      any Loan, or to the payment of any other amounts payable under this Loan
      Agreement, or (g) the breach by any such Indemnifying Party of this Loan
      Agreement.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    Section
      8.17 Savings
      Provision.
      All
      agreements between Borrower and Lender are hereby expressly limited so that
      in
      no contingency or event whatsoever, whether by reason of acceleration of
      maturity of the indebtedness evidenced hereby or otherwise, shall the amount
      paid or agreed to be paid to Lender for the use, forbearance, loaning or
      detention of the indebtedness evidenced hereby exceed the maximum permissible
      amount under applicable law. If from any circumstances whatsoever, fulfillment
      of any provisions hereof or of any other Loan Document at any time given shall
      exceed the maximum permissible amount under applicable law, then the obligation
      to be fulfilled shall automatically be reduced to an amount which complies
      with
      applicable law, and if from any circumstances Lender should ever receive as
      interest an amount which would exceed the highest lawful rate of interest,
      then
      such amount which would be in excess of such lawful rate of interest shall
      be
      applied to the reduction of the principal balance evidenced hereby and not
      to
      the payment of interest. This provision shall control every other provision
      of
      all agreements between Borrower and Lender and shall also be binding upon and
      available to any subsequent holder of the Note.

     

    Section
      8.18 Consent.
      Whenever in this Loan Agreement or in any other Loan Document the consent or
      approval of Lender is contemplated, such consent or approval may be granted
      or
      withheld by Lender in its sole and absolute discretion.

     

    Section
      8.19 Catastrophic
      Event.
      If any
      one or more members of Borrower’s or Servicer’s senior management is injured or
      incapacitated in an accident or other occurrence, or if Borrower’s or Servicer’s
      facilities become significantly damaged or destroyed, in whole or in part,
      by
      any Act of God, or by any other force
      majeure,
      and
      this Loan Agreement is currently not then in default, then all time limits
      contained in this Loan Agreement shall be extended for a fifteen (15)
      calendar day period to allow for the recovery of such Person, or in the
      alternative, to allow for parties to be authorized by Lender to take over
      Servicer and/or Borrower, and/or for Borrower or Servicer to reestablish their
      facilities. After any such extension hereunder, all such time limits shall
      return to as originally set forth in this Loan Agreement.

     

    Section
      8.20 Conflicts.
      If a
      conflict arises between any of the terms and provisions of this Loan Agreement
      and those of any of the other Loan Documents, then the terms and provisions
      of
      this Loan Agreement shall prevail and control.

     

    Section
      8.21 Further
      Assurances.
      Each of
      Borrower and Servicer agrees to execute and deliver to Lender such instruments
      and documents, and to take such actions, as Lender may, from time to time,
      reasonably request in order to effectuate the purpose of, and carry out the
      terms and provisions of, this Loan Agreement and each of the other Loan
      Documents.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    Section
      8.22 Counterparts.
      This
      Loan Agreement may be executed in any number of counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. The signature of any party hereto on any counterpart shall
      be deemed to be a signature to each counterpart, and such signed counterpart
      may
      be appended to any other counterpart. Any counterpart of this Loan Agreement
      which has attached to it separate signature pages which collectively contain
      the
      signatures of all of the parties hereto shall for all purposes be deemed to
      be a
      fully-executed instrument.

     

    Section
      8.23 Telecopier
      Execution and Delivery.
      Agreement may be executed by one or more of the parties hereto, and an executed
      copy of this Loan Agreement, or the signature page hereof, may be delivered
      by
      one or more parties hereto by telecopier or other similar electronic
      transmission device pursuant to which the signature of or on behalf of such
      party can be legibly seen, and such execution and delivery shall be considered
      valid, binding and effective for all purposes. Notwithstanding the foregoing,
      each of the parties hereto shall promptly execute and deliver to each other
      party an original hard copy of this Loan Agreement in addition to any facsimile,
      telecopy or other electronic reproduction hereof previously executed and
      delivered. Any Proposal, any Remittance Report, and any Collateral Report may
      be
      executed and delivered by telecopier or other similar electronic transmission
      device pursuant to which the signature of or on behalf of Borrower (or Servicer,
      as applicable) can be legibly seen, and such execution and delivery shall be
      considered valid, binding and effective for all purposes. Notwithstanding the
      foregoing, Borrower (or Servicer, as applicable) shall promptly execute and
      deliver to Lender an original hard copy of any such Proposal or Remittance
      Report in addition to any facsimile, telecopy or other electronic reproduction
      thereof previously executed and delivered.

     

    (The
      remainder of this page was intentionally left blank - signature page
      follows.)

     

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Loan Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	BORROWER:
	 	 
	 	EAR CAPITAL I,
              LLC
	 
 	 
 	 
 
	 	By:  	/s/ James
              D.
              Burchetta
	 	
              

              Name:  James
                D. Burchetta

              Title:  Chief
                Executive Officer

            


    

    
       

      
        	 	 	 
	 	SERVICER:
	 	 
	 	DRV CAPITAL, LLC
	 
 	 
 	 
 
	 	By:  	/s/ James
                D.
                Burchetta
	 	 	
                
                  

                

                
                  Name:  James
                    D. Burchetta

                  Title:  Chief
                    Executive Officer

                

              


         

        
          	 	 	 
	 	PARENT:
	 	 
	 	
                  DEBT RESOLVE, INC.

                  (solely with respect to Sections 1.2, 1.7, and 5.24
                    and Articles VI, VII and VIII)

                
	 
 	 
 	 
 
	 	By:  	/s/ James
                  D.
                  Burchetta
	 	 	
                  

                  Name:  James
                    D. Burchetta

                  Title:  Chief
                    Executive Officer

                


           

          
            	 	 	 
	 	LENDER:
	 	 
	 	SHERIDAN ASSET MANAGEMENT,
                    LLC
	 
 	 
 	 
 
	 	By:  	/s/ Christopher
                    J. Morrissey
	 	 	
                    

                    Name:  Christopher
                      J. Morrissey

                    Title:  Manager

                  
	 


          

        

      

    

     

     

    (Signature
      page to Master Loan and Servicing Agreement)

    


    
      
        
        

      

      
        -35-