Common use of The Purchases Clause in Contracts

The Purchases. (a) The Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (the “Initial Receivables”), (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the “Conveyed Property”). (b) The Seller hereby sells, transfers, assigns, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Seller). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold to the Purchaser (and by the Purchaser to the Trustee (on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the Seller’s computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]. (f) The Seller hereby acknowledges that the Receivables will be transferred to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of the Conveyed Property and Additional Property from the Seller to the Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller in the event of any insolvency, receivership or conservatorship of the Seller. In the event that, notwithstanding the intent of the Seller, the sale, transfer, assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the Seller. (h) The Seller shall, or shall cause the Originators to, prepare on the Closing Date the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, or shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.

The Purchases. (a) The Seller Each Originator hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “"Eligible Receivables” " in the Pooling and Servicing Agreement (the “"Initial Receivables”"), (ii) the Seller’s Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the “"Conveyed Property”"). (b) The Seller Each Originator hereby sells, transfers, assigns, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “"Eligible Receivables” " in the Pooling and Servicing Agreement (“"Additional Receivables” " and together with the Initial Receivables, the “"Receivables”"); provided however that the Seller neither Originator shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s such Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “"Additional Property”"). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller each Originator agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Sellerapplicable Originator). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller each Originator agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold to the Purchaser (and by the Purchaser to the Transferor pursuant to the Second Tier Purchase Agreement, and by the Transferor to the Trustee (on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the Seller’s applicable Originator's computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]. (f) The Seller Each Originator hereby acknowledges that the Receivables will be transferred sold by the Purchaser to the Transferor pursuant to the terms of the Second Tier Purchase Agreement and hereby agrees to cooperate fully with the Purchaser to effect the sale of the Receivables to the Transferor; and the Originators further agree to assist the Transferor in the transfer of the Receivables to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller each Originator that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of the Conveyed Property and Additional Property from the Seller each Originator to the Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller part of an Originator's estate in the event of the filing of a bankruptcy petition by or against such Originator under any insolvency, receivership or conservatorship of the Sellerbankruptcy law. In the event that, notwithstanding the intent of the Sellereach Originator, the sale, transfer, assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the Sellerapplicable Originator. (h) The Seller shall, or Each Originator shall cause the Originators to, prepare on the Closing Date prepare the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, or Originators shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.

The Purchases. (a) The Seller Each Originator hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “"Eligible Receivables” " in the Pooling and Servicing Agreement (the “"Initial Receivables”"), (ii) the Seller’s Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the “"Conveyed Property”"). (b) The Seller Each Originator hereby sells, transfers, assigns, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its the date of its origination satisfies the eligibility criteria set forth in the definition of “"Eligible Receivables” " in the Pooling and Servicing Agreement (“"Additional Receivables” " and together with the Initial Receivables, the “"Receivables”"); provided however PROVIDED HOWEVER that the Seller neither Originator shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s such Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “"Additional Property”"). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller each Originator agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Sellerapplicable Originator). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller each Originator agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold to the Purchaser (and by the Purchaser to the Trustee (on behalf of the Trust)) Transferor by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the Seller’s applicable Originator's computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]Each Originator covenants and agrees that it shall not sell, transfer, assign or convey on any day any Receivable to the Purchaser which if transferred by the Purchaser to the Trust on such day to the Trust would cause as of such day, after giving effect to such transfer (i) an Excess Obligor Concentration Amount (as calculated on the Determination Date immediately preceding such day) to exist or be increased; (ii) an Excess Insurer Concentration Amount (as calculated on the Determination Date immediately preceding such day) to exist or be increased; (iii) the Investment Grade Insurer Percentage (as calculated on the Determination Date immediately preceding such day) to be less than the required Investment Grade Insurer Percentage; (iv) the Investment Grade Insurer Percentage (as calculated on the Determination Date immediately preceding such day) to be decreased, if on such day the Investment Grade Insurer Percentage is equal to or less than the Required Investment Grade Insurer Percentage; (v) the Top 10 Insurer Percentage (as calculated on the Determination Date immediately preceding such day) to exceed the Maximum Top Insurer Percentage; (vi) the Top 10 Insurer Percentage to be increased, if on such day the Top 10 Insurer Percentage (as calculated on the Determination Date immediately preceding such day) is equal to or greater than the Maximum Top 10 Insurer Percentage; or (vii) a breach of any Rating Agency Limitation specified in a Supplement. (f) The Seller hereby acknowledges that the Receivables will be transferred Notwithstanding anything to the contrary contained in Section 6.1, subsection 2.1(e) may be amended at any time by the Servicer, the Trustee (on behalf and the Transferor with the consent of the Trust) pursuant to Credit Enhancement Provider, but without the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale consent of the Receivables Holders, if the Rating Agency Condition has been satisfied with respect to the Trustee (on behalf of the Trust)such amendment. (g) It is the intention of the Seller each Originator that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of the Conveyed Property and Additional Property from the Seller each Originator to the Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller part of an Originator's estate in the event of the filing of a bankruptcy petition by or against such Originator under any insolvency, receivership or conservatorship of the Sellerbankruptcy law. In the event that, notwithstanding the intent of the Sellereach Originator, the sale, transfer, assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the Sellerapplicable Originator. (h) The Seller shall, or Each Originator shall cause the Originators to, prepare on the Closing Date prepare the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, or Originators shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.

The Purchases. (a) The Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day originated prior to the Initial Closing Date and which set forth in the Receivables Schedule delivered on the Initial Closing Date that as of its Cut Off the Initial Closing Date satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” "ELIGIBLE RECEIVABLE" in the Pooling and Servicing Agreement Agreement, for transfer to the Trust on the Initial Closing Date (the “Initial Receivables”"INITIAL RECEIVABLES"), (ii) the Seller’s 's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off the Initial Closing Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables andReceivables, (iv) all of the Seller's right, title and interest in and to (but none of its obligations or duties under) the First Tier Receivables Purchase Agreement, and (v) all proceeds of all of the foregoing (the property described in clauses (i) - (ivv) above being, the “Conveyed Property”"CONVEYED PROPERTY"). (b) The Seller hereby sells, transfers, assigns, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power power of Attorney attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “"Eligible Receivables” Receivable" in the Pooling and Servicing Agreement (“Additional Receivables” "ADDITIONAL RECEIVABLES" and together with the Initial Receivables, the “Receivables”"RECEIVABLES"); provided however that the Seller shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s 's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, Receivables and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”"ADDITIONAL PROPERTY"). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Seller). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller agreesagrees to cause each of the Originators, pursuant to Section 2.1(d) of the First Tier Receivables Purchase Agreement, at its own such Originator's expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold (i) by such Originator to the Seller pursuant to the First Tier Receivables Purchase Agreement, (ii) by the Seller to the Purchaser pursuant to this Agreement and (and iii) by the Purchaser to the Trustee (Trustee, on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on for the Seller’s computer files through use of one or more benefit of the Database Codes set forth on Schedule I.Holders, pursuant to the Pooling and Servicing Agreement. (e) [Reserved]. (f) The Seller hereby acknowledges that the Receivables will be transferred to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of the Conveyed Property and Additional Property from the Seller to the Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller in the event of any insolvency, receivership or conservatorship of the Seller. In the event that, notwithstanding the intent of the Seller, the sale, transfer, assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the Seller. (h) The Seller shall, or shall cause the Originators to, prepare on the Closing Date the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, or shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.

The Purchases. (a) The Seller Bank does hereby sellssell, transferstransfer, assigns assign, and otherwise conveys convey, to the Purchaser as of the Initial Closing Date Purchaser, without recourse, all of its right, title and interest in, to and under (collectively, the "Purchases"): (i) all right, title and interest of the Bank in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of Receivables, if any, existing on the day prior to the Initial Closing Date and which as thereafter created and arising in connection with the Accounts, including, without limitation, all accounts, contract rights, chattel paper, instruments, general intangibles and other obligations of its Cut Off Date satisfies any Obligor with respect to any such Receivables, then or thereafter existing, whether or not arising out of or in connection with the eligibility criteria set forth sale or lease of goods or the rendering of services, including without limitation, the right to payment of any interest, Finance Charge Receivables, returned check fees or late charges and other obligations of an Obligor with respect to any such Receivables, and all rights in and to all security agreements, and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, general intangibles or obligations (any and all such security agreements and other contracts being the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (the “Initial Receivables”"Related Contracts"), ; (ii) the Seller’s security interest in the related Unearned Premiumsall guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of any Receivables: (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off Datepayment and enforcement rights (but not any obligations) to, including in and under the Related Contracts; and (iv) proceeds of any and all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property assets described in clauses subparagraphs (i) - through (iviii) above beingand, to the “Conveyed Property”extent not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of such Receivables and other assets, on the Closing Date and on the Effective Date of any such subsequently created Receivable during the period from the Closing Date until the Purchase Termination Date (each such date, including each such Closing Date, being a "Purchase Date"). (b) The Seller parties to this Agreement intend that the transactions contemplated hereby sells, transfers, assignsshall be, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller agrees to record and file, at its own expensetreated as, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Seller). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold to the Purchaser (and purchase by the Purchaser to and a sale by the Trustee (on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the Seller’s computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]. (f) The Seller hereby acknowledges that the Receivables will be transferred to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale Bank of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute not as a lending transaction. The sale of the Conveyed Property and Additional Property from the Seller to the Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller in the event Bank hereunder shall be without recourse to, or representation or warranty of any insolvencykind (express or implied) by, receivership or conservatorship of the SellerBank, except as otherwise specifically provided herein. In the event thatIf, notwithstanding the express intent of the Sellerparties hereto, the it is determined that this Agreement does not constitute a valid sale, transfer, transfer and assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant by the Bank to the Purchaser of a security interest in the Conveyed Property and Additional Property of the Seller. (h) The Seller shall, or shall cause the Originators to, prepare on the Closing Date the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables other assets subject to the Receivables Schedule on each Addition Date. The Seller shallPurchases, or the Bank shall cause the Originators to, deliver the Receivables Schedule be deemed to have granted to the Purchaser on a "security interest" (as defined in the Initial Closing Date UCC as in effect in the Relevant UCC State) in the Receivables and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made other assets subject to the Receivables Schedule on such datePurchases described herein, and this Agreement shall be deemed to constitute a security agreement under the UCC in effect in the Relevant UCC State.

The Purchases. (a) The On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, transfers, assigns and otherwise conveys transfers to the Purchaser as Administrative Agent (on behalf of the Initial Closing Date without recoursePurchasers), and the Administrative Agent (on behalf of the Purchasers) hereby agrees to purchase and accept and hereby purchases and accepts from the Seller, all Portfolio Receivables, together with all Related Security and Collections and all proceeds of its or payments in respect of any and all of the foregoing, in each case existing on the date of the initial Incremental Investment hereunder or thereafter arising and acquired by the Seller from time to time prior to the Facility Termination Date (in the aggregate, the “Portfolio”). The Administrative Agent shall hold the Portfolio on behalf of the Purchasers in each Purchaser Group in accordance with the respective portions of the Portfolio funded by that Purchaser Group from time to time. For the avoidance of doubt, the Administrative Agent shall have no right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (the “Initial Receivables”), (ii) the Seller’s security or interest in the related Unearned PremiumsPortfolio other than to hold the Portfolio for the benefit of each individual Purchaser in accordance to such Purchaser’s pro rata share, (iii) all monies due or to become due with respect to each calculated as such Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect Purchaser’s Invested Amount as a percentage of the Receivables Aggregate Invested Amount. The assignment and other charges, refunds and rebates due transfer is made to the Administrative Agent (on such Receivables and, (iv) all proceeds of all behalf of the foregoing (the property described in clauses (iPurchasers) - (iv) above being, the “Conveyed Property”)solely as an administrative convenience. (b) The Seller hereby sells, transfers, assigns, On the terms and otherwise conveys subject to the conditions hereof (including Section 3 (Conditions of Purchases)), on the Initial Purchase Date and thereafter from time to time prior to the Facility Termination Date, each Conduit Purchaser without recoursemay in its sole discretion and each Committed Purchaser shall, as if the Conduit Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio to purchase Receivables and all Related Security and Collections, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the related Addition DateSeller) in accordance with Section 2.2(a), all for each Purchaser Group, equal to its Purchaser Group Percentage of its right title and interest in and each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller aggregate Invested Amount for any Purchaser Group shall not be required to sell, transfer, assign or convey to the exceed its Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, Group Limit; and (ii) the Seller’s security interest in Aggregate Invested Amount shall not exceed the related Unearned Premiums, lesser of (iiiA) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, Facility Limit and (ivB) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”)Funding Base. (c) In connection with any The foregoing sale, transfer, assignment and conveyance pursuant Section 2.1(a) transfer does not constitute and is not intended to result in the creation, or Section 2.1(b)an assumption by the Administrative Agent, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator, the Master Servicer or any other Person under or in connection with the Portfolio, all of which shall remain the obligations and liabilities of the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1Master Servicer, as soon as practicable after receipt thereof by the Seller)applicable. (d) In connection with any The Seller, the Agents and the Purchasers intend that the sale, transfer, assignment and conveyance pursuant to Section 2.1, transfer of the Seller agrees, at its own expense, (i) on or prior Portfolio to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold to the Purchaser (and by the Purchaser to the Trustee Administrative Agent (on behalf of the Trust)Purchasers) by identifying such Initial Receivables or Additional Receivables, hereunder shall be treated as applicable, as those that may be accessed on the Seller’s computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]. (f) The Seller hereby acknowledges that the Receivables will be transferred to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of the Conveyed Property and Additional Property from the Seller to the Purchaser and the beneficial interest in and title to the Receivables and such for all purposes, other Conveyed Property and Additional Property shall not be property owned by the Seller in the event of any insolvency, receivership or conservatorship of the Sellerthan tax purposes as further described below. In the event thatIf, notwithstanding the intent of the Sellerparties, the such sale, transfer, assignment and conveyance contemplated hereby transfer of the Portfolio to the Administrative Agent (on behalf of the Purchasers) is held not to be treated as a sale for all purposes, other than tax purposes as further described below, such sale, this Agreement assignment and transfer of the Portfolio shall constitute a be treated as the grant to of, and the Purchaser of Seller hereby does grant, a security interest in all right, title and interest of the Conveyed Property Seller in, to and Additional Property under (i) the Portfolio, (ii) all Transaction Documents, all Related Security and all Account Security Agreements, (iii) all other Collateral and (iv) all accounts, general intangibles, chattel paper, instruments, securities, financial assets, investment property, commercial tort claims, deposit accounts, documents, goods and letter-of-credit rights, supporting obligations, securities entitlements (in each case as defined in the UCC) and any and all other personal property and assets of any type or nature in which it has an interest, and all proceeds of the foregoing, in each case, to secure the payment and performance of the Seller. ’s obligations to the Administrative Agent (h) The Seller shall, or shall cause the Originators to, prepare on the Closing Date the Receivables Schedule in accordance with terms behalf of the Pooling Purchasers) and Servicing Agreement with respect the other Secured Parties hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. For all federal, and applicable state and local, income and franchise tax purposes, the Seller and the Agents agree, and each Purchaser by acquiring an Investment agrees, to treat and report each of Investment as indebtedness issued by the Initial Receivables Seller. The parties hereto agree that each Investment shall be due and Additional Receivables payable to the Receivables Schedule holder thereof on each Addition Date. The Seller shall, or shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.each

The Purchases. (a) The Seller Each Originator hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day originated prior to the Initial Closing Date and which set forth in the Receivables Schedule delivered on the Initial Closing Date that as of its Cut Off the Initial Closing Date satisfies the eligibility criteria set forth in the definition of “"Eligible Receivables” Receivable" in the Pooling and Servicing Agreement for transfer to the Trust on the Initial Closing Date (the “Initial Receivables”"INITIAL RECEIVABLES"), (ii) the Seller’s Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off the Initial Closing Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, and (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the “Conveyed Property”"CONVEYED PROPERTY"). (b) The Seller Each Originator hereby sells, transfers, assigns, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power power of Attorney attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” "ELIGIBLE RECEIVABLE" in the Pooling and Servicing Agreement (“Additional Receivables” "ADDITIONAL RECEIVABLES" and together with the Initial Receivables, the “Receivables”"RECEIVABLES"); provided however PROVIDED HOWEVER that the Seller neither Originator shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s such Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”"ADDITIONAL PROPERTY"). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller each Originator agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Sellerapplicable Originator). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller each Originator agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables and the related Additional Receivables, as applicable, have been sold (i) to the Purchaser pursuant to this Agreement, (and ii) by the Purchaser to the Trustee Transferor pursuant to the Second Tier Purchase Agreement and (iii) by the Transferor to the Trustee, on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on for the Seller’s computer files through use of one or more benefit of the Database Codes set forth on Schedule I.Holders, pursuant to the Pooling and Servicing Agreement. (e) [Reserved]. (f) The Seller Each Originator hereby acknowledges that the Receivables will be transferred sold by the Purchaser to the Trustee (Transferor pursuant to the terms of the Second Tier Purchase Agreement and hereby agrees to cooperate fully with the Purchaser to effect the sale of the Receivables to the Transferor; and the Originators further agree to assist the Transferor in the transfer of the Receivables to the Trustee, on behalf of the Trust) , for the benefit of the Holders, pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller each Originator that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of the Conveyed Property and Additional Property from the Seller each Originator to the Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller part of an Originator's estate in the event of the filing of a bankruptcy petition by or against such Originator under any insolvency, receivership or conservatorship of the Sellerbankruptcy law. In the event that, notwithstanding the intent of the Sellereach Originator, the sale, transfer, assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the Sellerapplicable Originator. (h) The Seller shall, or Each Originator shall cause the Originators to, prepare on the Closing Date prepare the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, or Originators shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.

The Purchases. (a) The Seller Originator does hereby sellssell, transferstransfer, assigns assign, and otherwise conveys convey to the Purchaser as of the Initial Closing Date Purchaser, without recourse, all of its right, title and interest in in, to and to under (i) each Premium Finance Agreement (including the power Receivables now existing and hereafter created and arising in connection with the Accounts, including, without limitation, all accounts, general intangibles, contract rights, and other obligations of attorney included therein) that have an Aggregate Receivable Balance as of the day prior any Obligor with respect to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (the “Initial Receivables”), now or hereafter existing, (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies and investments due or to become due with respect thereto (including, without limitation, the right to each such Initial Receivable on or after its Cut Off Dateany Finance Charge Receivables, including any Recoveries), (iii) all monies received from insurance companies and state insurance guaranty funds representing returns Interchange arising upon the creation of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables andReceivables, (iv) all proceeds of all of such Receivables and (v) the foregoing Charge Account Agreements relating to such Accounts (the property described in clauses (i) - (iv) above beingcollectively, the “Conveyed Property”"PURCHASES") on the Closing Date and on the Initiation Date of any such subsequently created Receivable during the period from the Closing Date until the Purchase Termination Date (each such date, including the Closing Date, being a "PURCHASE DATE"). (b) The Seller parties to this Agreement intend that the transactions contemplated hereby sells, transfers, assignsshall be, and shall be treated as, a purchase by the Purchaser and a sale by the Originator of the Receivables and not as a lending transaction. The sale of Receivables by the Originator hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Originator, except as otherwise conveys specifically provided herein. If this Agreement does not constitute a valid sale, transfer and assignment of all right, title and interest of the Originator in such property despite the intent of the parties hereto, the Originator hereby grants the Purchaser a "security interest" (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”). (c) In connection with any sale, transfer, assignment and conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Seller). (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Seller agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files parties agree that the Initial Receivables and the related Additional Receivables, as applicable, have been sold to the Purchaser (and by the Purchaser to the Trustee (on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the Seller’s computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]. (f) The Seller hereby acknowledges that the Receivables will be transferred to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of security agreement under the Conveyed Property and Additional Property from the Seller to the Purchaser and the beneficial interest UCC in and title to the Receivables and such other Conveyed Property and Additional Property shall not be property owned by the Seller effect in the event of any insolvency, receivership or conservatorship of the Seller. In the event that, notwithstanding the intent of the Seller, the sale, transfer, assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the SellerRelevant UCC State. (h) The Seller shall, or shall cause the Originators to, prepare on the Closing Date the Receivables Schedule in accordance with terms of the Pooling and Servicing Agreement with respect to each of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, or shall cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such date.

The Purchases. (a) The On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, transfers, assigns and otherwise conveys transfers to each Purchaser, and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts from the Seller, a pro rata share (calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount) in all Portfolio Receivables, together with all Related Security and Collections and all proceeds of or payments in respect of any and all of the foregoing, in each case existing on the date of the initial Incremental Investment hereunder or thereafter arising and acquired by the Seller from time to time prior to the Purchaser as Facility Termination Date (in the aggregate, the “Portfolio”). For administrative convenience, the Purchasers have appointed the Administrative Agent pursuant to Section 8 to take actions hereunder and under the other Transaction Documents with respect to the Portfolio on behalf of the Initial Closing Date without recoursePurchasers in each Purchaser Group in accordance with the respective portions of the Portfolio funded by that Purchaser Group from time to time. For the avoidance of doubt, all of its the Administrative Agent shall have no right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (the “Initial Receivables”), (ii) the Seller’s security or interest in the related Unearned Premiums, (iii) all monies due or to become due Portfolio but shall act as an agent on behalf of the Purchasers with respect to the Portfolio for the benefit of each individual Purchaser in accordance to such Initial Receivable on or after its Cut Off DatePurchaser’s pro rata share, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect calculated as such Purchaser’s Invested Amount as a percentage of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the “Conveyed Property”)Aggregate Invested Amount. (b) The Seller hereby sells, transfers, assigns, On the terms and otherwise conveys subject to the conditions hereof (including Section 3 (Conditions of Purchases)), on the Initial Purchase Date and thereafter from time to time prior to the Facility Termination Date, each Conduit Purchaser without recoursemay in its sole discretion and each Committed Purchaser shall, as if the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio to purchase Receivables and all Related Security and Collections, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the related Addition DateSeller) in accordance with Section 2.2(a), all for each Purchaser Group, equal to its Purchaser Group Percentage of its right title and interest in and each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller aggregate Invested Amount for any Purchaser Group shall not be required to sell, transfer, assign or convey to the exceed its Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, Group Limit; and (ii) the Seller’s security interest in Aggregate Invested Amount shall not exceed the related Unearned Premiums, lesser of (iiiA) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of the Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, Facility Limit and (ivB) all of the proceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”)Funding Base. (c) In connection with any The foregoing sale, transfer, assignment and conveyance pursuant Section 2.1(a) transfer does not constitute and is not intended to result in the creation, or Section 2.1(b)an assumption by the Administrative Agent, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator, the Master Servicer or any other Person under or in connection with the Portfolio, all of which shall remain the obligations and liabilities of the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Conveyed Property and the Additional Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Conveyed Property and the Additional Property to the Purchaser, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing to the Purchaser on or prior to the Initial Closing Date (and in the case of any continuation statements filed pursuant to this Section 2.1Master Servicer, as soon as practicable after receipt thereof by the Seller)applicable. (d) In connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1The Seller, the Seller agrees, at its own expense, (i) on or prior to the Initial Closing Date and each Addition Date, as applicable, to indicate in its computer files that the Initial Receivables Agents and the related Additional Receivables, as applicable, have been sold to the Purchaser (and by the Purchaser to the Trustee (on behalf of the Trust)) by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the Seller’s computer files through use of one or more of the Database Codes set forth on Schedule I. (e) [Reserved]. (f) The Seller hereby acknowledges that the Receivables will be transferred to the Trustee (on behalf of the Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement, and hereby agrees to cooperate fully with the Purchaser (and to cause the Originators to assist the Purchaser) to take all required actions to effect the sale of the Receivables to the Trustee (on behalf of the Trust). (g) It is the intention of the Seller Purchasers intend that the sale, transfer, assignment and conveyance contemplated by this Agreement transfer of the Portfolio to the Purchasers hereunder shall constitute be treated as a sale of the Conveyed Property and Additional Property from the Seller to the Purchaser and the beneficial interest in and title to the Receivables and such for all purposes, other Conveyed Property and Additional Property shall not be property owned by the Seller in the event of any insolvency, receivership or conservatorship of the Sellerthan tax purposes as further described below. In the event thatIf, notwithstanding the intent of the Sellerparties, the such sale, transfer, assignment and conveyance contemplated hereby transfer of the Portfolio to the Purchasers is held not to be treated as a sale for all purposes, other than tax purposes as further described below, such sale, this Agreement assignment and transfer of the Portfolio shall constitute a be treated as the grant to of, and the Purchaser of Seller hereby does grant, a security interest in all right, title and interest of the Conveyed Property Seller in, to and Additional Property under (i) the Portfolio, (ii) all Transaction Documents, all Related Security and all Account Security Agreements, (iii) all other Collateral and (iv) all accounts, general intangibles, chattel paper, instruments, securities, financial assets, investment property, commercial tort claims, deposit accounts, documents, goods and letter-of-credit rights, supporting obligations, securities entitlements (in each case as defined in the UCC) and any and all other personal property and assets of any type or nature in which it has an interest, and all proceeds of the foregoing, in each case, to secure the payment and performance of the Seller. ’s obligations to the Administrative Agent (hon behalf of the Purchasers) and the other Secured Parties hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. For all federal, and applicable state and local, income and franchise tax purposes, the Seller and the Agents agree, and each Purchaser by acquiring an Investment agrees, to treat and report each Investment as indebtedness issued by the Seller. The Seller shallparties hereto agree that each Investment shall be due and payable to the holder thereof on each Settlement Date. Each Conduit Purchaser that is a U.S. Person, or that otherwise is subject to U.S. federal income taxation on a net basis, which is funding all or any portion of its Investment by the issuance of Commercial Paper in an 949049213.2 Approved Currency other than U.S. Dollars shall cause match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Originators toFacility Termination Date (upon the terms and subject to the conditions hereof), prepare each Conduit Purchaser may make a Settlement Date Investment in respect of its then-current outstanding Investment (and, to the extent such Conduit Purchaser decides not to make a Settlement Date Investment, its related Committed Purchasers shall make such Settlement Date Investment) in an amount equal to (and in repayment of) all then-current outstanding Investments (it being understood and agreed by the parties hereto that each such Settlement Date Investment shall constitute a new Investment by the relevant Purchaser hereunder). If the Aggregate Invested Amount is to decrease on a Settlement Date, each Settlement Date Investment made by the Closing Date Purchasers on such date shall be reduced by their respective pro rata shares of the Receivables Schedule reduced Aggregate Invested Amount (and the reduction in the Aggregate Invested Amount shall be paid to the applicable Purchasers in the relevant Approved Currency in accordance with terms Section 2.6(f) hereof). If the Aggregate Invested Amount is to increase on a Settlement Date, each Settlement Date Investment by the Purchasers made on such date shall be increased by their respective pro rata shares of the Pooling increased Aggregate Invested Amount (i.e., through an Incremental Investment in accordance with the terms hereof). The Settlement Date Investments, any reductions in the Aggregate Invested Amount and Servicing Agreement any Incremental Investment shall all be set forth in a single Investment Request with respect to each Settlement Date, which Investment Request shall be delivered for each Settlement Date, regardless of whether the Aggregate Invested Amount is changing on such Settlement Date. (e) If there is more than one Committed Purchaser in a Purchaser Group, each such Committed Purchaser shall purchase its Pro Rata Share of such Purchaser Group’s Purchaser Group Percentage of each Investment, to the extent not purchased by the related Conduit Purchaser. In the event that one or more of such Committed Purchasers in any such Purchaser Group fails to purchase such Pro Rata Share as required hereunder, each of the Initial Receivables and Additional Receivables other non-defaulting Committed Purchasers in such Purchaser Group shall purchase their Pro Rata Share (calculated without giving effect to such defaulting Committed Purchaser’s Commitment) of such Purchaser Group’s Purchaser Group Percentage of such Investment subject to the Receivables Schedule on each Addition Date. The Seller shall, or other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall cause be in a minimum Invested Amount equal to such amount as will ensure that after giving effect to such Incremental Investment (A) no Purchaser Group’s Purchaser Group Percentage of the Originators to, deliver Aggregate Invested Amount (including the Receivables Schedule Dollar Equivalent of all Investments to the Purchaser be made on the Initial Closing applicable Investment Date in each Approved Currency) would be less than $10,000,000 and on (B) each Addition Date after Purchaser Group’s Purchaser Group Percentage of the Aggregate Invested Amount would be an integral multiple of $100,000 or, in the case of any required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on 949049213.2 Investment denominated in a Local Currency, 100,000 units of such dateLocal Currency.