2-SOW-Attachmt10-Multi-PartyAgtforSecuritization-26pp.pdf

MULTI-PARTY AGREEMENT

AMONG [SBA LENDER],[INDENTURE TRUSTEE],[TRUST AGREEMENT], [FISCAL

AND TRANSFER AGENT], AND THE UNITED STATES

SMALL BUSINESS ADMINISTRATION

This Agreement is entered into as of , 20 (the

“Agreement”), by and among (the “SBA Lender”), , not in its individual capacity but solely as the

Indenture Trustee (the “Indenture Trustee”), [NAME OF TRUST] (the “Trust”), Colson Services

Corp. (“FTA”), and the United States Small Business Administration (“SBA”).

The SBA Lender has made and intends to continue to make loans to small businesses under the Small Business Act, as amended.

SBA guarantees a portion of each SBA Lender Loan (as defined herein) in accordance with 13 C.F.R. Part 120 and one or more Small Business Administration Loan Guaranty

Agreements (SBA Form 750), between SBA and the SBA Lender (as amended, supplemented or replaced from time to time, the “SBA Agreements”).

Because SBA guarantees a portion of each SBA Lender Loan (as defined herein), SBA has an interest in the SBA Lender Loans, the underlying collateral, and the Loan Documents (as defined herein).

The SBA Lender has entered into certain Secondary Participation Guaranty Agreements on SBA Form 1086 (each, a “Participation Agreement”) under which the SBA Lender has sold the guaranteed portion (the “Guaranteed Interest”) in the SBA Lender Loans and SBA has caused FTA to issue a Guaranteed Interest Certificate to each Registered Holder (as defined herein) which entitles the Registered Holder to receive the payments of principal relating to the

Guaranteed Interest on the related SBA Lender Loan, together with interest on the Guaranteed

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Interest at a per annum rate in effect from time to time in accordance with the Participation

Agreement.

The SBA Lender and , as owner trustee (the

“Trustee”), have entered into an Amended and Restated Trust Agreement, dated as of

(the “Trust Agreement”), which establishes the Trust. The SBA Lender and the Trust have entered into a Pooling and Servicing Agreement, dated as of (the “Pooling and Servicing Agreement”), pursuant to which the Conveyed Interest (as defined herein) will be sold by the SBA Lender to the Trust, and the SBA Lender will agree to service the SBA Lender Loans for the Trust. The Trust will issue evidencing rights to receive the

Unguaranteed Interest (as defined herein) in the SBA Lender Loans. The Trust and the Indenture

Trustee have entered into an Indenture, dated as of

(the “Indenture”), governing the terms of [FORM OF SECURITY ISSUED BY

TRUST] and granting to the Indenture Trustee for the benefit of the holders of the

[FORM OF SECURITY INTEREST ISSUED BY TRUST] a security interest in the

Unguaranteed Interest.

SBA Rules and Regulations require the SBA Lender to obtain SBA’s written consent before it sells the Unguaranteed Interest to the Trust.

The SBA Lender, the Trust, the Indenture Trustee, and SBA want to assure consistency between the SBA Agreements, the Trust Agreement and the Indenture and clarify the respective rights of the parties.

The SBA Lender, the Trust, the Indenture Trustee, FTA and SBA agree as follows:

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1. Definitions. In this Agreement, the following terms have the following meanings:

a. “Conveyed Interest”: the sum of (i) that portion of the SBA Lender

Loans not guaranteed by the SBA pursuant to SBA Rules and

Regulations and not constituting the Required Holdback Amount and the FTA’s Fee and (ii) the Excess Spread (the terms “FTA’s

Fee”, “Required Holdback Amount” and “Excess Spread” have the respective meanings as defined in the Pooling and Servicing

Agreement).

b. “[FORM OF SECURITY ISSUED BY TRUST]”: as defined in the Trust Agreement.

c. “Event of Default”: as defined in the Pooling and Servicing

Agreement.

d. “Loan Documents”: all Notes, mortgages, deeds of trust, security deeds, security agreements, instruments of hypothecation, guarantees and other agreements and documents that relate to the

SBA Lender Loans.

e. “Notes”: the notes evidencing the SBA Lender Loans.

f. “Registered Holder”: as defined in the Pooling and Servicing

Agreement.

g. “SBA Lender Loan Debtor”: any person, including a guarantor, obligated under an SBA Lender Loan.

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h. “SBA Lender Loans”: the loans listed on Exhibit A, as amended or supplemented from time to time, of the Pooling and Servicing

Agreement and any other loans included in the Trust Fund (as defined in the Pooling and Servicing Agreement from time to time).

i. “SBA Rules and Regulations”: means the Small Business Act, as amended, codified at 15 U.S.C. 631 et seq., all legislation binding on the SBA, all rules and regulations promulgated from time to time thereunder, all Participation Agreements relating to the SBA

Lender Loans, and all the Loan Guaranty Agreement and SBA

Standard Operating Procedures and official notices as from time to time are in effect.

j. “Servicer”: the “Servicer” (as defined in the Pooling and Servicing

Agreement) and, if applicable, any Subservicer (as defined in the

Pooling and Servicing Agreement).

k. “Unguaranteed Interest”: the portion of each SBA Lender Loan not guaranteed by SBA.

l. “Well Capitalized”: with respect to the SBA Lender, means that the SBA Lender maintains a minimum unencumbered paid in capital and paid in surplus equal to at least 10% of its assets, excluding the guaranteed portion of its Section 7(a) loans (as defined in 13 C.F.R. § 120.420(a)). This capital charge applies to the remaining balance outstanding on the unguaranteed portion of

- 5 -the securitizer’s 7(a) loans in its portfolio and in any securitization pools.

Other capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

2. Acknowledgment of Rights. (a) The SBA Lender, the Servicer, the Trust

(for itself and on behalf of the holders of the [FORM OF SECURITY INTEREST ISSUED BY

TRUST]), the Indenture Trustee (on behalf of the holders of the [FORM OF SECURITY

INTEREST ISSUED BY TRUST]) and FTA acknowledge SBA’s interest in the Guaranteed

Interest in the SBA Lender Loans and acknowledge the rights of FTA in the FTA’s Fee and the

Servicer in the Required Holdback Amount.

(b) SBA acknowledges that it has no interest in the Unguaranteed

Interest in any SBA Lender Loan which does not constitute the Required Holdback Amount or the FTA’s Fee.

(c) All parties hereto acknowledge the collateral for each SBA Lender

Loan secures the Guaranteed Interest and the Unguaranteed Interest, pro rata.

(d) All parties hereto acknowledge all payments and recoveries with respect to the SBA Lender Loans from any source, including recoveries from collateral, insurance and guarantees, will be shared pro rata determined in accordance with applicable SBA

Rules and Regulations, including SBA Rules and Regulations with respect to the sharing of costs and expenses. All such payments and recoveries will be distributed in accordance with SBA

Rules and Regulations, this Agreement and to the extent there is no conflict, the Pooling and

Servicing Agreement, the Trust Agreement and the Indenture. Unless the SBA Lender is no longer acting as the Servicer under the Pooling and Servicing Agreement, the Trust shall not be

- 6 -entitled to receive or retain any amount to which the Servicer is entitled under SBA Rules and

Regulations, this Agreement or the Pooling and Servicing Agreement, whether or not any fees, expenses, costs or other amounts to which the Trust or the parties to the Trust Agreement are entitled have been paid. No amount to which any Registered Holder, FTA or SBA is entitled pursuant to any Participation Agreement, and other SBA Rules and Regulations or this

Agreement shall be distributed to or retained by any person other than the Registered Holder, SBA or FTA.

(e) The SBA Lender, the Servicer, the Trust, for itself and on behalf of the holders of the [FORM OF SECURITY INTEREST ISSUED BY TRUST], and the Indenture

Trustee will execute any release, assignment, endorsement or other document, in the form and substance acceptable to each of the parties hereto, as SBA may from time to time reasonably request with respect to the Guaranteed Interest.

(f) The SBA Lender, the Servicer, the Trust, for itself and on behalf of the holders of the [FORM OF SECURITY INTEREST ISSUED BY TRUST], and the Indenture

Trustee (on behalf of the holders of the [FORM OF SECURITY INTEREST ISSUED BY

TRUST]) recognize and agree to uphold SBA’s rights under the SBA Rules and Regulations.

3. [Intentionally Omitted].

4. SBA Consent; No Cross Default; Waiver of Rights to Accounts. (a) SBA consents to the SBA Lender’s execution and performance of the Pooling and Servicing

Agreement, the Trust Agreement, and the Indenture and the transactions contemplated thereby, including, but not limited to, the sales of [FORM OF SECURITY INTEREST ISSUED BY

TRUST]. The SBA shall expeditiously grant its approval to any transfer by the to a wholly owned subsidiary of the SBA Lender pursuant to 13 C.F.R.

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§ 120.470(b)(6) if the SBA is satisfied that the SBA Lender is in compliance with the requirements of 13 C.F.R. § 120.424, 120.471 an 120.472 and is SBA regulatory good standing as defined in §120.420(f). After the granting of any such approval, the SBA shall interpose no objection to the sale by a wholly-owned subsidiary of the SBA Lender of interests to third parties.

(b) Notwithstanding anything to the contrary contained in the Pooling and Servicing Agreement, the Trust Agreement, and the Indenture, a default by the SBA Lender under another agreement or a default by an entity other than the SBA Lender under another agreement may not be an event of default under the Pooling and Servicing Agreement, the Trust

Agreement, or the Indenture.

(c) The Trust and the Indenture Trustee each hereby waives any rights it may have, including rights of set-off, recoupment and banker’s liens, to any account of the

SBA Lender, any successor Servicer or any other person into which payments from the SBA

Lender Loan Debtors or recoveries with respect to the SBA Lender Loans from any source, including recoveries from collateral, insurance and guarantees are received. This waiver shall not apply to the Collection Account and the Reserve Account (as defined in the Pooling and

Servicing Agreement).

5. The SBA Lender or Wholly Owned Subsidiary to Retain the [Form of

Subordinated Tranche]. As required, subject to the final sentence of this Section 5, by 13 C.F.R.

Section 120.425(b), the SBA Lender, or its wholly owned subsidiary, will retain the legal and beneficial interest in the [Form of Subordinated Tranche] for a period of 6 years after the issue date of the [Form of Subordinated Tranche]. The [Form of Subordinated Tranche]will bear the legend required under 13 C.F.R. § 120.425(b). Upon initial issuance, the [Form of Subordinated

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Tranche]will be issued to and registered in the name of the SBA Lender which will retain legal and beneficial ownership of the [Form of Subordinated Tranche]until six years after the issue date of the [Form of Subordinated Tranche]. The SBA Lender agrees not to sell, pledge, transfer, assign, sell participations in or otherwise convey, in whole or in part, [Form of

Subordinated Tranche] until six years after the issue date of the [Form of Subordinated Tranche].

6. Required Holdback Amount. The SBA Lender, or if the SBA Lender is not the Servicer, the Servicer, will retain the Required Holdback Amount with respect to all the

SBA Lender Loans.

7. Covenants and Representations of the SBA Lender. The SBA Lender represents, warrants and covenants that (i) the Unguaranteed Interests in the SBA Lender Loans will be transferred free and clear of any liens other than Permitted Liens, (ii) the Guaranteed

Interest in each SBA Lender Loan has been sold pursuant to a Participation Agreement prior to transfer of the Unguaranteed Interest to the Trust, and (iii) SBA has not purchased and has not been requested to purchase the Guaranteed Interest in any SBA Lender Loan.

8. FTA To Hold Original SBA Lender Notes; Possession of Transaction

Documents. (a) The SBA Lender will deliver all original Notes to FTA, accompanied by a receipt in the form of Exhibit 1 completed for each applicable Note, within 30 days of the issuance of the Investor Notes and Equity Certificate. Upon receiving a Note accompanied by a completed receipt, FTA will deliver the receipt for such Note in accordance with the provisions of the receipt. Each Note will be endorsed by means of an allonge (which may be a blanket allonge) as follows: “Pay to the order of [Name of Trustee], and its successors and assigns, as the owner trustee under that certain Trust Agreement dated as of

, as the same may be amended from time to time, for the benefit of the

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United States Small Business Administration and holders of the [Form of Subordinated Tranche] as their respective interests may appear, subject to the Multi-Party Agreement dated as of

, as the same may be amended from time to time, without recourse.”

(b) The Notes are being delivered to FTA for the purposes of protecting the interests of SBA and the holders of the [FORM OF SECURITY

INTERESTS ISSUED BY TRUST] . SBA appoints FTA as its fiscal and transfer agent and as its agent to hold the Notes and FTA will hold the Notes as agent for SBA. FTA will act as bailee for the Trust for the purpose of accepting delivery of and holding the Notes. FTA does not and will not during the term of this Agreement have any interest in the SBA Lender Loans or the related Transaction Documents.

(c) FTA will not release any Note to either the SBA Lender or any other person except (i) upon receipt from the SBA Lender or a Successor Servicer of a written

Request for Release of Note in the form of Exhibit 2, executed by the SBA Lender and acknowledged by the Indenture Trustee, or (ii) with SBA’s prior written consent or instruction.

Within three Business Days after the later of the receipt of the written request and the written consent required in clause (i) or the written consent or instruction required in clause (ii), FTA will release the identified Note. The Servicer will return the Notes to FTA in accordance with the appropriate provisions of the Pooling and Servicing Agreement and upon receiving a Note accompanied by a receipt in the form of Exhibit 1 completed for such Note, FTA will deliver the receipt for such Note in accordance with the provisions of the receipt. FTA will have no obligation to make sure any Note is returned to it. SBA will notify the Indenture Trustee, in writing, if FTA releases any Note solely upon the instructions of SBA.

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(d) Upon reasonable notice to FTA, each of the Trust and SBA will have the right during normal business hours to inspect the original Notes at FTA’s office.

(e) The SBA Lender will deliver to the Trust, the Loan Documents and assignments of Loan Documents in accordance with the Pooling and Servicing Agreement.

All instruments of assignment will assign the applicable collateral to the Trust, and its successors and assigns, under that certain Trust Agreement dated as of

, as the same may be amended from time to time, for the benefit of the United States Small Business Administration and holders of [FORM OF SECURITY

INTERESTS ISSUED BY TRUST] , subject to this Agreement dated as of

, as the same may be amended from time to time.

All financing statements related to the transfer of the Unguaranteed Interests from the SBA

Lender to the Trust will name the Trust as secured party. All financing statements related to the grant of the lien under the Indenture will name the Indenture Trustee as secured party. Any power of attorney from the SBA Lender to the Indenture Trustee must require the Indenture

Trustee to deal with applicable collateral in accordance with the terms of the Pooling and

Servicing Agreement, the Indenture and this Agreement.

(f) If the Servicer or SBA must be the record owner or secured party with respect to any Note or any collateral securing any Note or any Loan Document for any purpose, including, without limitation, to liquidate (including by any judicial means) or otherwise pursue remedies against any SBA Lender Loan Debtor or any collateral securing any

Note or any other source, the Trust will assign such Note, collateral or Loan Document to the

Servicer, or SBA, as necessary.

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9. Servicing of the SBA Lender Loans. (a) The Servicer will service the

SBA Lender Loans. The Servicer must perform all servicing activities in accordance with SBA

Rules and Regulations and prudent servicing standards, and, to the extent there is no conflict, the

Pooling and Servicing Agreement. Any servicing actions required of the Servicer under the

Pooling and Servicing Agreement or this Agreement may be performed by a Subservicer (as defined in the Pooling and Servicing Agreement) approved by SBA under an agreement approved by SBA, but performance by such Subservicer will not limit or reduce the Servicer’s obligations or liabilities as the Servicer under the Pooling and Servicing Agreement or this

Agreement.

(b) So long as the SBA Lender is the Servicer, the SBA Lender will deposit (or cause to be deposited) in the Collection Account in accordance with the terms of the

Pooling and Servicing Agreement all funds received by the SBA Lender from the SBA Lender

Loan Debtors or any other source with respect to the Unguaranteed Interest, including payments and recoveries from collateral, insurance and guarantees.

(c) The Servicer will remit funds to which the Registered Holders, FTA or SBA is entitled in accordance with the terms of the Participation Agreements, the other

SBA Rules and Regulations and this Agreement, and to the extent there is no conflict, will remit other funds which are required to be remitted in accordance with the terms of the Pooling and

Servicing Agreement.

(d) The Servicer must proceed with all collection, enforcement of remedies and liquidation actions against the SBA Lender Loan Debtors in default and against any collateral securing any SBA Lender Loan in default or to recover from any other source of payment in accordance with SBA Rules and Regulations and prudent servicing standards.

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Except to the extent otherwise required by SBA Rules and Regulations, property acquired through foreclosure or deed in lieu of foreclosure or other action enforcing a lien on the property will be titled in the name of the Trust or such other person as SBA may designate in writing, for the benefit of SBA and the holders of the [FORM OF SECURITY INTERESTS ISSUED BY

THE TRUST], as their interests may appear, subject to the terms of this Agreement. The

Servicer will continue to administer such property and will be responsible for its disposition in accordance with the SBA Rules and Regulations and, to the extent there is no conflict, the terms of the Pooling and Servicing Agreement. The Servicer will distribute disposition proceeds to

SBA, as party in interest with respect to the Guaranteed Interest, and, subject to the provisions of

Section 2 hereof, in accordance with the terms of the Pooling and Servicing Agreement in respect of the Unguaranteed Interest.

(e) Unless the Indenture Trustee becomes the Servicer, the Indenture

Trustee will not take (i) any action regarding the servicing of any SBA Lender Loan or (ii) any action with respect to any SBA Lender Loan Debtor, any collateral securing any SBA Lender

Loan or any other source of payment for any SBA Lender Loan.

(f) Notwithstanding the provisions of Section 9(a), SBA may, at its option, assume servicing of any SBA Lender Loan in accordance with SBA Rules and

Regulations.

(g) If SBA becomes the successor Servicer or becomes the servicer with respect to any particular SBA Lender Loan in which the Unguaranteed Interest is included in the Trust Fund (as defined in the Pooling and Servicing Agreement), (i) SBA shall have no obligation to perform any duties or comply with any obligations of the Servicer hereunder or under the Pooling and Servicing Agreement if such performance or compliance would violate the

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SBA Rules and Regulations in any respect and (ii) except as specifically set forth in this

Agreement, SBA’s performance of any duties or compliance with any obligations of the Servicer hereunder or under the Pooling and Servicing Agreement will be within SBA’s sole discretion.

As used in this paragraph, the phrase “specifically set forth in this Agreement” shall refer only to a specific identification of SBA. Without limiting the generality of the foregoing, unless SBA specifically agrees otherwise in writing, SBA will have no obligation to make payments with respect to collections, distribution proceeds, purchases of guaranteed interests or otherwise to any entity other than the SBA Lender.

10. Default Under Pooling and Servicing Agreement and Indenture. The

Indenture Trustee will give SBA written notice three Business Days after it becomes aware of an

Event of Default and written notice three Business Days before any termination of the then current Servicer, as the Servicer under the Pooling and Servicing Agreement. Upon an Event of

Default and termination of the Servicer, as the Servicer in accordance with the terms of the

Pooling and Servicing Agreement, the Indenture Trustee may be substituted as the Servicer so long as the Indenture Trustee is then an approved SBA participating lender in good standing, operating under a current Small Business Administration Loan Guaranty Agreement (Deferred

Participation) (Form 750 or any successor form) and SBA has not requested otherwise in writing.

SBA may object to the substitution of the Indenture Trustee as the successor Servicer in its sole discretion. If the Indenture Trustee does not meet that condition or is otherwise unable to act or if SBA requests in writing, the Indenture Trustee will promptly act to appoint another Servicer in accordance with the Pooling and Servicing Agreement and the Indenture. Any successor

Servicer must be approved by SBA, which approval may be withheld in its sole discretion, and any successor Servicer other than SBA must agree to be bound by the terms of this Agreement

- 14 -and must execute an agreement in the form of Exhibit 3. Any successor Servicer will be entitled to receive the Required Holdback Amount.

11. Transferees. Other than the issuance of the [FORM OF SECURITY

INTERESTS ISSUED BY THE TRUST], the Trust will not sell, participate, pledge, hypothecate, enter into any repurchase agreement with respect to, or otherwise transfer any of its interest in any SBA Lender Loan or any Note without SBA’s prior written consent. The proposed transferee must be an approved SBA participating lender in good standing, as defined in §120.425(f) of 13 C.F.R, operating under a current Small Business Administration Loan

Guaranty Agreement (Deferred Participation) (Form 750 or any successor form) and must be acceptable to SBA in its sole discretion. Upon consenting to any proposed transfer, SBA will give FTA prompt written notice. Any transferee must agree to be bound by the terms of this

Agreement.

12. SBA Lender Acknowledgment of Continuing Obligation; No Assumption of Liabilities. (a) No action taken by the Trust, the Trustee, the Indenture Trustee, FTA, SBA or the Servicer under this Agreement, the SBA Agreements, or the Pooling and Servicing

Agreement or the Indenture will release or relieve the SBA Lender of any of its obligations to

SBA, FTA or to the Indenture Trustee. Neither the execution of this Agreement, nor the taking of any action by the Trust, the Trustee, the Indenture Trustee, SBA, FTA or the Servicer under this Agreement will be an assumption by the Trust, the Trustee, the Indenture Trustee, SBA, FTA or the Servicer of any liabilities or obligations of the SBA Lender.

(b) Neither SBA, FTA, the Trust, the Trustee, nor the Indenture

Trustee will have any duties or obligations under this Agreement other than those specifically set forth in this Agreement and no further duties or obligations shall arise by implication or

- 15 -otherwise. Neither SBA, FTA, the Trust, the Trustee, nor the Indenture Trustee will be liable for its acts or omissions hereunder except as may result from its gross negligence, bad faith or willful misconduct.

(c) The provisions of this Section 12 will survive termination of this

Agreement.

13. FTA’s and SBA’s Limited Liability and Expenses. (a) FTA shall be entitled to rely upon any notice, document, correspondence, request or direction received by it, including facsimile transmissions and electronic correspondence, it reasonably believes to be genuine and to have been signed by the party purporting to sign it or transmitted by the party purporting to transmit it. FTA will not be obligated to inquire as to the authority or power of any person executing or transmitting any such documents or as to the truthfulness of any statements therein. The SBA Lender will assume liability for and indemnify, protect, and hold harmless

FTA from any liabilities or losses arising out of this Agreement, except in the case of FTA’s gross negligence, bad faith or willful misconduct. The SBA Lender will reimburse FTA for all reasonable expenses, taxes, and other charges that FTA incurs in administering this Agreement.

The SBA Lender will pay FTA its standard fee for its services under this Agreement. In performing its obligations under this Agreement, FTA will not follow instructions from any party other than SBA or, pursuant to Section 8(c), upon the request of the SBA Lender and consent of the Indenture Trustee. The FTA will not be liable for any acts or omissions taken in accordance with instructions from SBA.

(b) SBA shall be entitled to rely upon any notice, document, correspondence, request or direction received by it, including facsimile transmissions and electronic correspondence, it reasonably believes to be genuine and to have been signed by the

- 16 -party purporting to sign it or transmitted by the party purporting to transmit it. SBA will not be obligated to inquire as to the authority or power of any person executing or transmitting any such documents or as to the truthfulness of any statements therein. The SBA Lender will assume liability for and indemnify, protect and hold harmless SBA from all liabilities or losses arising out of this Agreement, except in the case of gross negligence, bad faith or willful misconduct.

Upon request by SBA, the SBA Lender will reimburse SBA for all reasonable expenses and other charges that SBA incurs in connection with this Agreement.

(c) The provisions of this Section 13 will survive any termination of this Agreement.

14. Counterparts. This Agreement may be executed in any number of counterparts, including by telefax transmission or electronic imaging transmission thereof (and by different parties on separate counterparts), each of which shall be an original and all of which shall constitute but one and the same instrument.

15. Inconsistencies. If any provision of this Agreement is inconsistent with any provision in any other agreement, including, but not limited to, the Pooling and Servicing

Agreement and the Indenture, the provision of this Agreement controls. The Pooling and

Servicing Agreement and Indenture and any agreements entered into in connection with such agreements are amended to the extent necessary to give effect to the prior sentence. The SBA

Agreements are amended to provide that FTA will hold the Notes that are transferred pursuant to the Pooling and Servicing Agreement and that the SBA Lender, on behalf of the Trust, may hold the Loan Documents as provided in this Agreement.

16. Amendment and Term. This Agreement may not be terminated or amended without the prior written consent of the parties, provided that in the event the SBA

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Lender is removed as the Servicer, the SBA Lender shall only have the right to consent to a proposed termination or amendment to the extent such proposed amendment or termination materially and adversely affects the interests of the SBA Lender. The Pooling and Servicing

Agreement, the Trust Agreement and the Indenture may not be amended without the prior written consent of SBA. The SBA Agreements may not be amended in any manner that would impair the respective rights of SBA or the Trust under this Agreement without the prior written consent of the Trust, provided, however, that SBA may terminate the SBA Agreements in its sole discretion.

17. Conditions Precedent. It is a condition precedent to the effectiveness of this Agreement that SBA receive (a) opinions of counsel to the effect that (i) this Agreement is enforceable against the Indenture Trustee and the SBA Lender, (ii) the Pooling and Servicing

Agreement and Indenture are enforceable against the parties thereto, and (iii) in an insolvency or similar proceeding with respect to the SBA Lender, the sale of the Unguaranteed Interests to the

Trust Fund would be considered a true sale and not a financing, and (b) a certificate from the

Chief Financial Officer of the SBA Lender stating that the SBA Lender is Well Capitalized.

18. Merger or Consolidation of the Servicer, the Trustee or the Indenture

Trustee. The Servicer, the Trust, the Indenture Trustee and the Trustee, as the case may be, will promptly send notice to SBA of any merger, consolidation, conversion or succession to substantially all of its business referred to in Section 8.02 of the Pooling and Servicing

Agreement or Section 6.09 of the Indenture or Section 10.04 of the Trust Agreement, respectively. If SBA determines that the Person (as defined in the Pooling and Servicing

Agreement) succeeding the Servicer, the Trust, the Trustee or the Indenture Trustee is unacceptable to it, SBA will give written notice to the Servicer, the Trust, the Trustee or the

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Indenture Trustee and a different Person will be appointed as the Servicer, the Trust, the Trustee or the Indenture Trustee pursuant to the provisions of this Agreement, the Pooling and Servicing

Agreement, the Trust Agreement or the Indenture, as the case may be.

19. GOVERNING LAW. EXCEPT TO THE EXTENT INCONSISTENT

WITH FEDERAL LAW, IN WHICH CASE FEDERAL LAW WILL GOVERN, THIS

AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS

CONFLICT OF LAWS RULES (OTHER THAN SECTIONS 5-1401 and 5-1402 OF THE

GENERAL OBLIGATIONS LAW THEREOF).

20. Successors and Assigns. This Agreement binds and benefits the parties and their respective successors and assigns.

21. Section Headings. The section headings in this Agreement are for convenience only, and are without substantive meaning or content.

22. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be given no effect and will not invalidate any other provision of this Agreement.

23. Notices and Deliveries. Except as otherwise expressly provided in this document, all notices or deliveries under this Agreement will be given by actual delivery to the parties at the addresses below or to such other addresses that any party may designate for itself by written notice to each of the other parties. All notices will be effective upon receipt by the applicable party.

If to the SBA Lender, at:

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If to the Trust, at:

with a copy to:

If to the Indenture Trustee, at:

If to FTA, at:

Colson Services Corp.

2 Hanson Place, 7 th

Floor

Brooklyn, New York 10201

Attn.: President

If to SBA, at:

U.S. Small Business Administration

409 3 rd

Street, S.W.

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Washington, D.C. 20416

Attn.: Director, Office of Financial Assistance

Additionally, the SBA Lender will provide SBA with a copy of the SBA Loan Schedule included as Exhibit A to the Pooling and Servicing Agreement as amended or supplemented from time to time, along with any amendments thereto delivered to the Indenture Trustee. Such

Schedules will be sent in electronic format to Mr. JiHoon Kim, Director, Secondary Market

Sales (jihoon.kim@sba.gov) or his successor.

24. Limitation of Liability of the Indenture Trustee. The parties hereto agree that the rights, privileges, protections, immunities and benefits given to the Indenture Trustee under the Indenture, including, without limitation, its rights under Article Six of the Indenture, are extended to, and shall be enforceable by, the Indenture Trustee hereunder, and each agent, custodian and other Person employed to act by it hereunder.

25. Limitation of Liability of the Trustee. The parties hereto agree that (a) this

Agreement is executed and delivered by , not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by but is made and intended for the purpose for binding only the Trust and (c) under no circumstances shall be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any related document.

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IN WITNESS WHEREOF, the SBA Lender, the Trust, the Indenture Trustee, FTA and

SBA have executed this Agreement below.

[NAME OF SBA LENDER]

By: ___________________

Name:

Title:

[NAME OF WHOLLY-OWNED SUBSIDIARY]

By: ___________________

Name:

Title:

[NAME OF INDENTURE TRUSTEE]

not in its individual capacity but solely as the Indenture

Trustee

By: ___________________

Name:

Title:

[NAME OF TRUST]

By: [NAME OF TRUSTEE] not in its individual capacity but solely as the Trustee

By: ___________________

Name:

Title:

UNITED STATES SMALL BUSINESS ADMINISTRATION

By: ___________________

Name: Grady B. Hedgespeth

Title: Director, Office of Financial Assistance

COLSON SERVICES CORP.

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By: ___________________

Name: Tom Orrico

Title:

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EXHIBIT 1

[SBA Lender] Account No

ACKNOWLEDGMENT OF RECEIPT OF NOTE

___________, 2007

In accordance with the Multi-Party Agreement, dated as of

, by and among [NAME OF SBA LENDER] (the “SBA Lender”), (the

“Depositor”), [NAME OF INDENTURE TRUSTEE] not in its individual capacity, but solely as the Indenture Trustee (the “Indenture Trustee”), [NAME OF TRUST] (the “Trust”), Colson

Services Corp. (“FTA”), and the United States Small Business Administration (“SBA”) (the

“Multi-Party Agreement”), FTA hereby acknowledges receipt of the Note(s) described below with respect to the following:

MAKER:

ORIGINAL PRINCIPAL AMOUNT:

DATE OF NOTE:

SBA LOAN NUMBER (GP NUMBER):

COLSON SERVICES CORP.

By: ___________________

Name:

Title:

One original of this receipt will be sent by overnight courier at the expense of the SBA Lender to the Trust at [address]. If preferable, Colson can hold for pickup or send by regular mail.

THE ORIGINAL NOTE(S) DELIVERED AGAINST THIS RECEIPT IS/ARE TO BE HELD

PURSUANT TO THE MULTI-PARTY AGREEMENT UNTIL SUCH TIME AS WRITTEN

NOTICE AUTHORIZING RELEASE IS RECEIVED BY COLSON SERVICES CORP. AS

PROVIDED IN SECTION 8(c) OF THE MULTI-PARTY AGREEMENT.

NYK 1109914-9.074029.0081

EXHIBIT 2

REQUEST FOR RELEASE OF NOTE

_____________, 20__

Colson Services Corp.

120 Broadway

New York, NY 10271

In accordance with Section 8(c) of the Multi-Party Agreement, dated as of

, by and among (the

“SBA Lender, [NAME OF INDENTURE TRUSTEE], not in its individual capacity, but solely as the Indenture Trustee (the “Indenture Trustee”), [NAME OF TRUST] (the

“Trust”), Colson Services Corp. (“FTA”), and the United States Small Business

Administration (“SBA”) and, subject to your receipt of written consent from the

Indenture Trustee, the SBA Lender hereby requests release of the Note described below:

OBLIGOR’S NAME AND ADDRESS:

SBA LOAN NUMBER (GP NUMBER):

Reason for Requesting Note

(ONE OF THESE MUST BE CHECKED)

____1. SBA Loan Paid in Full

____2. SBA Loan Liquidated

____3. SBA Loan in Foreclosure

____4. SBA Loan repurchased pursuant to Section 3.03 of the Pooling and Servicing Agreement

____5. SBA Loan repurchased or substituted pursuant to Article II or Article III of the Pooling and Servicing Agreement

[NAME OF SBA LENDER]

By: ___________________

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CONSENTED TO

AND AGREED:

[NAME OF INDENTURE TRUSTEE], as Indenture Trustee

By:

EXHIBIT 3

The undersigned consents and agrees to be bound as the successor Servicer by the terms of the foregoing Multi-Party Agreement, dated as of , among

[NAME OF LENDER] (the “SBA Lender”), [NAME OF INDENTURE TRUSTEE], not in its individual capacity, but solely as the Indenture Trustee (the “Indenture Trustee”), [NAME OF

TRUST](the “Trust”), Colson Services Corp. (“FTA”), and the United States Small Business

Administration (“SBA”).

By:________________________________