Common use of The Purchases Clause in Contracts

The Purchases. (a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, assigns and 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 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms and 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 may in its sole discretion and each Committed Purchaser shall, 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 Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base. (c) The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or 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 and the Master Servicer, as applicable. (d) The Seller, the Agents and the Purchasers intend that the sale, assignment and transfer of the Portfolio to the Purchasers hereunder shall be treated as a sale for all purposes, other than tax purposes as further described below. If, notwithstanding the intent of the parties, such sale, assignment and transfer of the Portfolio to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller in, to and 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 (on 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 parties 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares of the 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 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 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 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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall 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 Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each 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 949049213.2 Investment denominated in a Local Currency, 100,000 units of such Local Currency.

The Purchases. (a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, assigns and transfers to each Purchaserthe Administrative Agent (on behalf of the Purchasers), and each Purchaser the Administrative Agent (on behalf of the Purchasers) 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 Facility Termination Date (in the aggregate, the “Portfolio”). For administrative convenience, the Purchasers have appointed the The Administrative Agent pursuant to Section 8 to take actions hereunder and under the other Transaction Documents with respect to 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 or interest in the Portfolio but shall act as an agent on behalf of the Purchasers with respect other than to hold the Portfolio for the benefit of each individual Purchaser in accordance to such Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. The assignment and transfer is made to the Administrative Agent (on behalf of the Purchasers) solely as an administrative convenience. (b) On the terms and 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 may in its sole discretion and each Committed Purchaser shall, 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 Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base. (c) The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or 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 and the Master Servicer, as applicable. (d) The Seller, the Agents and the Purchasers intend that the sale, assignment and transfer of the Portfolio to the Purchasers Administrative Agent (on behalf of the Purchasers) hereunder shall be treated as a sale for all purposes, other than tax purposes as further described below. If, notwithstanding the intent of the parties, such sale, assignment and transfer of the Portfolio to the Purchasers Administrative Agent (on behalf of the Purchasers) is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller in, to and 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 (on 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 parties 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares of the 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 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 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 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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall 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 Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each 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 949049213.2 Investment denominated in a Local Currency, 100,000 units of such Local Currency.each

The Purchases. (a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and Each Originator hereby sells, transfers, assigns and transfers 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 Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each Purchasersuch Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from the Seller, a pro rata share (calculated as such Purchaser’s Invested Amount as a percentage any guarantees issued by insurance agents in respect of the Aggregate Invested AmountReceivables and other charges, refunds and rebates due on such Receivables and, (iv) 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, foregoing (the property described 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 clauses (in the aggregatei) - (iv) above being, the “Portfolio”"Conveyed Property"). 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms Each Originator hereby sells, transfers, assigns, and subject otherwise conveys to the conditions hereof 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 Section 3 (Conditions the Power of Purchases)), Attorney included therein) originated on or after the Initial Purchase Closing Date which as of the date of its origination satisfies the eligibility criteria set forth in the definition of "Eligible Receivables" in the Pooling and thereafter from time Servicing Agreement ("Additional Receivables" and together with the Initial Receivables, the "Receivables"); PROVIDED HOWEVER that neither Originator shall be required to time sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated after the Initial Closing Date, but prior to the Facility Termination 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) 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), each Conduit 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 may in its sole discretion on or prior to the Initial Closing Date (and each Committed Purchaser shall, if the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio case of any continuation statements filed pursuant to purchase Receivables and all Related Security and Collectionsthis Section 2.1, in an amount in any Approved Currency specified as soon as practicable after receipt thereof by the Seller applicable Originator). (or the Master Servicer on behalf of the Sellerd) in accordance In connection with Section 2.2(a)any sale, for each Purchaser Grouptransfer, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller assignment and conveyance pursuant to Section 2.2 2.1, each Originator agrees, at its own expense, (Purchase procedures); provided thati) 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 Transferor by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be accessed on the applicable Originator's computer files through use of one or more of the Database Codes set forth on Schedule I. (e) 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 Incremental Investments: transfer (i) an Excess Obligor Concentration Amount (as calculated on the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group LimitDetermination Date immediately preceding such day) to exist or be increased; and (ii) an Excess Insurer Concentration Amount (as calculated on the Aggregate Invested Amount shall not 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 lesser of Maximum Top Insurer Percentage; (Avi) the Facility Limit and Top 10 Insurer Percentage to be increased, if on such day the Top 10 Insurer Percentage (Bas calculated on the Determination Date immediately preceding such day) is equal to or greater than the Funding BaseMaximum Top 10 Insurer Percentage; or (vii) a breach of any Rating Agency Limitation specified in a Supplement. (cf) The foregoing saleNotwithstanding anything to the contrary contained in Section 6.1, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption subsection 2.1(e) may be amended at any time by the Administrative AgentServicer, any Purchaser Agent or any Purchaser, of any obligation the Trustee and the Transferor with the consent of the SellerCredit Enhancement Provider, any Originator, but without the Master Servicer or any other Person under or in connection with the Portfolio, all of which shall remain the obligations and liabilities consent of the Seller and Holders, if the Master Servicer, as applicableRating Agency Condition has been satisfied with respect to such amendment. (dg) The Seller, It is the Agents and the Purchasers intend intention of each Originator that the sale, transfer, assignment and transfer conveyance contemplated by this Agreement shall constitute a sale of the Portfolio Conveyed Property and Additional Property from each Originator to the Purchasers hereunder Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be treated as part of an Originator's estate in the event of the filing of a sale for all purposes, other than tax purposes as further described belowbankruptcy petition by or against such Originator under any bankruptcy law. IfIn the event that, notwithstanding the intent of each Originator, the partiessale, such saletransfer, assignment and transfer of the Portfolio conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer Purchaser of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title the Conveyed Property and interest Additional Property of the Seller in, to and under applicable Originator. (ih) Each Originator shall on 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 Closing Date prepare 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 (on 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 parties 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares of the reduced Aggregate Invested Amount (and the reduction in the Aggregate Invested Amount shall be paid to the applicable Purchasers in the relevant Approved Currency Receivables Schedule in accordance with 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 terms of the 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 Pooling and any Incremental Investment shall all be set forth in a single Investment Request Servicing Agreement with respect to each Settlement of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date, which Investment Request . The Originators shall be delivered for deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Settlement Date, regardless of whether Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Aggregate Invested Amount is changing Receivables Schedule on such Settlement Datedate. (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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall 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 Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each 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 949049213.2 Investment denominated in a Local Currency, 100,000 units of such Local Currency.

The Purchases. (a) On the terms The Bank does hereby sell, transfer, assign, and subject otherwise convey, to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, assigns and transfers to each Purchaser, and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts from the Sellerwithout recourse, 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 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 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 its right, title or and interest in in, to and under (collectively, the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms and 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 may in its sole discretion and each Committed Purchaser shall, 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 Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments:"): (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base. (c) The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or 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 and the Master Servicer, as applicable. (d) The Seller, the Agents and the Purchasers intend that the sale, assignment and transfer of the Portfolio to the Purchasers hereunder shall be treated as a sale for all purposes, other than tax purposes as further described below. If, notwithstanding the intent of the parties, such sale, assignment and transfer of the Portfolio to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller inBank in and to the Receivables, to if any, existing on the Closing Date and under (i) thereafter created and arising in connection with the PortfolioAccounts, (ii) all Transaction Documentsincluding, all Related Security and all Account Security Agreementswithout limitation, (iii) all other Collateral and (iv) all accounts, general intangiblescontract rights, chattel paper, instruments, securitiesgeneral intangibles and other obligations of any Obligor with respect to any such Receivables, financial assetsthen or thereafter existing, investment propertywhether or not arising out of or in connection with the sale or lease of goods or the rendering of services, commercial tort claimsincluding without limitation, deposit 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, documents, goods and letter-of-credit contract rights, supporting obligationschattel paper, securities entitlements instruments, general intangibles or obligations (in each case as defined in the UCC) and any and all such security agreements and other personal property contracts being the "Related Contracts"); (ii) all guarantees, insurance and assets other agreements or arrangements of whatever character from time to time supporting or securing payment of any type or nature in which it has an interest, Receivables: (iii) all payment and all proceeds of the foregoingenforcement rights (but not any obligations) to, in each case, to secure the payment and performance of the Seller’s obligations to the Administrative Agent (on behalf of the Purchasers) and the other Secured Parties hereunder and under the Related Contracts; and (iv) proceeds of any and all of the Receivables and other Transaction Documents or as may be determined assets described 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 parties 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 match fund such Commercial Paper subparagraphs (and any related hedging arrangementsi) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date through (upon the terms and subject to the conditions hereof), each Conduit Purchaser may make a Settlement Date Investment in respect of its then-current outstanding Investment (iii) above and, to the extent such Conduit Purchaser decides not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty, payable by reason of loss or damage 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 Purchasers on such date shall be reduced by their respective pro rata shares of the 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 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 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 any Incremental Investment shall all be set forth in a single Investment Request 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 Settlement such date, including each such Closing Date, which Investment Request shall be delivered for each Settlement being a "Purchase 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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)"). (fb) Each Incremental Investment in The parties to this Agreement intend that the Portfolio transactions contemplated hereby shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Bank of the Receivables and not as a lending transaction. The sale of Receivables by the Bank hereunder shall be in a minimum Invested Amount equal to such amount without recourse to, or representation or warranty of any kind (express or implied) by, the Bank, except as will ensure that after giving effect to such Incremental Investment (A) no Purchaser Group’s Purchaser Group Percentage otherwise specifically provided herein. If, notwithstanding the express intent of the Aggregate Invested Amount (including parties hereto, it is determined that this Agreement does not constitute a valid sale, transfer and assignment by the Dollar Equivalent of all Investments Bank to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each Purchaser Group’s Purchaser Group Percentage of the Aggregate Invested Amount would Receivables and other assets subject to the Purchases, the Bank shall be an integral multiple of $100,000 or, deemed to have granted to the Purchaser a "security interest" (as defined in the case of any 949049213.2 Investment denominated UCC as in effect in the Relevant UCC State) in the Receivables and other assets subject to the Purchases described herein, and this Agreement shall be deemed to constitute a Local Currency, 100,000 units of such Local Currencysecurity agreement under the UCC in effect in the Relevant UCC State.

The Purchases. (a) On the terms The Originator does hereby sell, transfer, assign, and subject otherwise convey to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, assigns and 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 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms and 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 may in its sole discretion and each Committed Purchaser shall, 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 Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base. (c) The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or 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 Portfoliowithout recourse, all of which shall remain the obligations and liabilities of the Seller and the Master Servicer, as applicable. (d) The Seller, the Agents and the Purchasers intend that the sale, assignment and transfer of the Portfolio to the Purchasers hereunder shall be treated as a sale for all purposes, other than tax purposes as further described below. If, notwithstanding the intent of the parties, such sale, assignment and transfer of the Portfolio to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all its right, title and interest of the Seller in, to and under (i) the PortfolioReceivables now existing and hereafter created and arising in connection with the Accounts, (ii) all Transaction Documentsincluding, all Related Security and all Account Security Agreementswithout limitation, (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 contract rights, supporting obligationsand other obligations of any Obligor with respect to the Receivables, securities entitlements now or hereafter existing, (ii) all monies and investments due or to become due with respect thereto (including, without limitation, the right to any Finance Charge Receivables, including any Recoveries), (iii) all Interchange arising upon the creation of such Receivables, (iv) all proceeds of such Receivables and (v) the Charge Account Agreements relating to such Accounts (collectively, the "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 parties to this Agreement intend that the transactions contemplated hereby shall 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 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 each case such property despite the intent of the parties hereto, the Originator hereby grants the Purchaser a "security interest" (as defined in the UCCUCC as in effect in the Relevant UCC State) and any and all other personal in such 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 (on behalf of the Purchasers) Purchaser 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 parties 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 this Agreement shall constitute a new Investment by security agreement under the relevant Purchaser hereunder). If the Aggregate Invested Amount is to decrease on a Settlement Date, each Settlement Date Investment made by the Purchasers on such date shall be reduced by their respective pro rata shares of the reduced Aggregate Invested Amount (and the reduction UCC in effect in the Aggregate Invested Amount shall be paid to the applicable Purchasers in the relevant Approved Currency in accordance with 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 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 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 DateRelevant UCC State. (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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall 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 Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each 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 949049213.2 Investment denominated in a Local Currency, 100,000 units of such Local Currency.

The Purchases. (a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and Each Originator hereby sells, transfers, assigns and transfers 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 Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each Purchasersuch Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from the Seller, a pro rata share (calculated as such Purchaser’s Invested Amount as a percentage any guarantees issued by insurance agents in respect of the Aggregate Invested AmountReceivables and other charges, refunds and rebates due on such Receivables and, (iv) 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, foregoing (the property described 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 clauses (in the aggregatei) - (iv) above being, the “Portfolio”"Conveyed Property"). 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms Each Originator hereby sells, transfers, assigns, and subject otherwise conveys to the conditions hereof 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 Section 3 (Conditions the Power of Purchases)), Attorney included therein) originated or acquired on or after the Initial Purchase 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 thereafter from time Servicing Agreement ("Additional Receivables" and together with the Initial Receivables, the "Receivables"); provided however that neither Originator shall be required to time 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 Facility Termination 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) 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, each Conduit Purchaser may 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 its sole discretion and each Committed Purchaser shall, if respect of the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio to purchase Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all Related Security and Collections, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the Seller) proceeds of the foregoing (the property described in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: clauses (i) - (iv) above being, the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base"Additional Property"). (c) The foregoing In connection with any sale, transfer, assignment and transfer does not constitute conveyance pursuant Section 2.1(a) or Section 2.1(b), each Originator agrees to record and is not intended file, at its own expense, a financing statement (including any continuation statements with respect to result 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 creationcase of any continuation statements filed pursuant to this Section 2.1, or an assumption as soon as practicable after receipt thereof by the Administrative Agent, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any applicable 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 and the Master Servicer, as applicable). (d) The SellerIn connection with any sale, the Agents and the Purchasers intend that the saletransfer, assignment and transfer of the Portfolio conveyance pursuant to the Purchasers hereunder shall be treated as a sale for all purposesSection 2.1, other than tax purposes as further described below. Ifeach Originator agrees, notwithstanding the intent of the partiesat its own expense, such sale, assignment and transfer of the Portfolio to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller in, to and under (i) on or prior to the PortfolioInitial 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 (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 by the UCC) and any and all other personal property and assets of any type or nature in which it has an interestPurchaser to the Transferor pursuant to the Second Tier Purchase Agreement, and all proceeds of by the foregoing, in each case, to secure the payment and performance of the Seller’s obligations Transferor to the Administrative Agent Trustee (on behalf of the PurchasersTrust)) and the other Secured Parties hereunder and under the other Transaction Documents by identifying such Initial Receivables or Additional Receivables, as applicable, as those that may be determined in connection therewith by accessed on the 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 parties 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, Originator's computer files through use of one 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares more of the 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 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 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 any Incremental Investment shall all be Database Codes 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.Schedule I. (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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment))[Reserved]. (f) Each Incremental Investment Originator hereby acknowledges that the Receivables will be 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 Portfolio hereunder shall 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 transfer of the Aggregate Invested Amount Receivables to the Trustee (including on behalf of the Dollar Equivalent Trust) pursuant to the terms and conditions set forth in the Pooling and Servicing Agreement. (g) It is the intention of all Investments 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 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 part of an Originator's estate in the event of the filing of a bankruptcy petition by or against such Originator under any bankruptcy law. In the event that, notwithstanding the intent of each Originator, the sale, transfer, assignment and conveyance contemplated hereby is held not to be made a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the applicable Originator. (h) Each Originator shall on the applicable Investment Closing Date prepare the Receivables Schedule in each Approved Currency) would be less than $10,000,000 and (B) each Purchaser Group’s Purchaser Group Percentage accordance with terms of the Aggregate Invested Amount would be an integral multiple Pooling and Servicing Agreement with respect to each of $100,000 or, in the case of Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Originators shall deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any 949049213.2 Investment denominated in a Local Currency, 100,000 units of required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such Local Currencydate.

The Purchases. (a) On the terms and subject to the conditions hereof, the The Seller hereby agrees to sell and assign and hereby sells, transfers, assigns and transfers 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 Purchasersuch Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from the Seller, a pro rata share (calculated as such Purchaser’s Invested Amount as a percentage any guarantees issued by insurance agents in respect of the Aggregate Invested AmountReceivables and other charges, refunds and rebates due on such Receivables and, (iv) 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, foregoing (the property described 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 clauses (in the aggregatei) - (iv) above being, the “PortfolioConveyed Property”). 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms The Seller hereby sells, transfers, assigns, and subject otherwise conveys to the conditions hereof 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 Section 3 (Conditions the Power of Purchases)), Attorney included therein) originated or acquired on or after the Initial Purchase 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 thereafter from time Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller shall not be required to time 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 Facility Termination Date, each Conduit Purchaser may date on which the state in its sole discretion and each Committed Purchaser shall, if which the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments stated address of the Obligor in the Portfolio to purchase Receivables and all Related Security and Collectionsrelated Premium Finance Agreement is located became a Permitted State, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed Seller’s security interest in the lesser 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 (A) Unearned Premiums, the Facility Limit 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 (Biv) all of the Funding Baseproceeds of the foregoing (the property described in clauses (i) - (iv) above being, the “Additional Property”). (c) The foregoing In connection with any sale, transfer, assignment and transfer does not constitute conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller agrees to record and is not intended file, at its own expense, a financing statement (including any continuation statements with respect to result 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 creationcase of any continuation statements filed pursuant to this Section 2.1, or an assumption as soon as practicable after receipt thereof 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 and the Master Servicer, as applicable). (d) The SellerIn connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Agents 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 Purchasers intend 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 transfer conveyance contemplated by this Agreement shall constitute a sale of the Portfolio Conveyed Property and Additional Property from the Seller to the Purchasers hereunder Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be treated as a sale for all purposesproperty owned by the Seller in the event of any insolvency, other than tax purposes as further described belowreceivership or conservatorship of the Seller. IfIn the event that, notwithstanding the intent of the partiesSeller, such the sale, transfer, assignment and transfer of the Portfolio conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer Purchaser of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title the Conveyed Property and interest of the Seller in, to and 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 Additional Property of the Seller’s obligations to the Administrative Agent . (on behalf of the Purchasersh) 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 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 parties 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. Personshall, or that otherwise is subject to U.S. federal income taxation shall cause the Originators to, prepare 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Closing Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares of the reduced Aggregate Invested Amount (and the reduction in the Aggregate Invested Amount shall be paid to the applicable Purchasers in the relevant Approved Currency Receivables Schedule in accordance with 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 terms of the 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 Pooling and any Incremental Investment shall all be set forth in a single Investment Request Servicing Agreement with respect to each Settlement of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, which Investment Request or shall be delivered for cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Settlement Date, regardless of whether Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Aggregate Invested Amount is changing Receivables Schedule on such Settlement Datedate. (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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall 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 Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each 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 949049213.2 Investment denominated in a Local Currency, 100,000 units of such Local Currency.

The Purchases. (a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and Each Originator hereby sells, transfers, assigns and transfers 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) originated prior to the Initial Closing Date and set forth in the Receivables Schedule delivered on the Initial Closing Date that as of the Initial Closing Date satisfies the eligibility criteria set forth in the definition of "Eligible Receivable" in the Pooling and Servicing Agreement for transfer to the Trust on the Initial Closing Date (the "INITIAL RECEIVABLES"), (ii) the Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each Purchasersuch Initial Receivable on or after the Initial Closing Date, including all monies received from insurance companies and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from the Seller, a pro rata share (calculated as such Purchaser’s Invested Amount as a percentage any guarantees issued by insurance agents in respect of the Aggregate Invested AmountReceivables and other charges, refunds and rebates due on such Receivables and (iv) 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, foregoing (the property described 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 clauses (in the aggregatei) - (iv) above being, the “Portfolio”"CONVEYED PROPERTY"). 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms Each Originator hereby sells, transfers, assigns, and subject otherwise conveys to the conditions hereof 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 Section 3 (Conditions the power of Purchases)), attorney included therein) originated or acquired on or after the Initial Purchase Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of "ELIGIBLE RECEIVABLE" in the Pooling and thereafter from time Servicing Agreement ("ADDITIONAL RECEIVABLES" and together with the Initial Receivables, the "RECEIVABLES"); PROVIDED HOWEVER that neither Originator shall be required to time 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 Facility Termination 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) 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, each Conduit Purchaser may 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 its sole discretion and each Committed Purchaser shall, if respect of the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio to purchase Additional Receivables and other charges, refunds or rebates due on such Additional Receivables, and (iv) all Related Security and Collections, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the Seller) proceeds of the foregoing (the property described in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: clauses (i) - (iv) above being, the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base"ADDITIONAL PROPERTY"). (c) The foregoing In connection with any sale, transfer, assignment and transfer does not constitute conveyance pursuant Section 2.1(a) or Section 2.1(b), each Originator agrees to record and is not intended file, at its own expense, a financing statement (including any continuation statements with respect to result 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 creationcase of any continuation statements filed pursuant to this Section 2.1, or an assumption as soon as practicable after receipt thereof by the Administrative Agent, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any applicable 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 and the Master Servicer, as applicable). (d) The SellerIn connection with any sale, the Agents and the Purchasers intend that the saletransfer, assignment and transfer of the Portfolio conveyance pursuant to the Purchasers hereunder shall be treated as a sale for all purposesSection 2.1, other than tax purposes as further described below. Ifeach Originator agrees, notwithstanding the intent of the partiesat its own expense, such sale, assignment and transfer of the Portfolio to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller in, to and under (i) on or prior to the PortfolioInitial 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, (ii) all Transaction Documents, all Related Security by the Purchaser to the Transferor pursuant to the Second Tier Purchase Agreement 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 by 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 Transferor to the Administrative Agent (Trustee, on behalf of the Purchasers) and Trust, for the other Secured Parties hereunder and under benefit of the other Transaction Documents or as may be determined in connection therewith by applicable Law. For all federalHolders, 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 parties hereto agree that each Investment shall be due and payable pursuant 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 match fund such Commercial Paper (Pooling and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares of the 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 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 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 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 DateServicing Agreement. (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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment))[Reserved]. (f) Each Incremental Investment Originator hereby acknowledges that the Receivables will be 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 Portfolio hereunder shall 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 transfer of the Aggregate Invested Amount 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. (including g) It is the Dollar Equivalent intention of all Investments 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 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 part of an Originator's estate in the event of the filing of a bankruptcy petition by or against such Originator under any bankruptcy law. In the event that, notwithstanding the intent of each Originator, the sale, transfer, assignment and conveyance contemplated hereby is held not to be made a sale, this Agreement shall constitute a grant to the Purchaser of a security interest in the Conveyed Property and Additional Property of the applicable Originator. (h) Each Originator shall on the applicable Investment Closing Date prepare the Receivables Schedule in each Approved Currency) would be less than $10,000,000 and (B) each Purchaser Group’s Purchaser Group Percentage accordance with terms of the Aggregate Invested Amount would be an integral multiple Pooling and Servicing Agreement with respect to each of $100,000 or, in the case of Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Originators shall deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Addition Date after any 949049213.2 Investment denominated in a Local Currency, 100,000 units of required additions pursuant to this subsection 2.1(h) are made to the Receivables Schedule on such Local Currencydate.

The Purchases. (a) On the terms and subject to the conditions hereof, the The Seller hereby agrees to sell and assign and hereby sells, transfers, assigns and transfers 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) originated prior to the Initial Closing Date and set forth in the Receivables Schedule delivered on the Initial Closing Date that as of the Initial Closing Date satisfies the eligibility criteria set forth in the definition of "ELIGIBLE RECEIVABLE" in the Pooling and Servicing Agreement, for transfer to the Trust on the Initial Closing Date (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 Purchasersuch Initial Receivable on or after 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, (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 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 Amountv) 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, foregoing (the property described 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 clauses (in the aggregatei) - (v) above being, the “Portfolio”"CONVEYED PROPERTY"). 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 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 or interest in the 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 Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) On the terms The Seller hereby sells, transfers, assigns, and subject otherwise conveys to the conditions hereof 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 Section 3 (Conditions the power of Purchases)), attorney included therein) originated or acquired on or after the Initial Purchase Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of "Eligible Receivable" in the Pooling and thereafter from time Servicing Agreement ("ADDITIONAL RECEIVABLES" and together with the Initial Receivables, the "RECEIVABLES"); provided however that the Seller shall not be required to time 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 Facility Termination Date, each Conduit Purchaser may date on which the state in its sole discretion and each Committed Purchaser shall, if which the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments stated address of the Obligor in the Portfolio to purchase Receivables and all Related Security and Collectionsrelated Premium Finance Agreement is located became a Permitted State, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed Seller's security interest in the lesser 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 (A) Unearned Premiums, the Facility Limit 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 (Biv) all of the Funding Baseproceeds of the foregoing (the property described in clauses (i) - (iv) above being, the "ADDITIONAL PROPERTY"). (c) The foregoing In connection with any sale, transfer, assignment and transfer does not constitute conveyance pursuant Section 2.1(a) or Section 2.1(b), the Seller agrees to record and is not intended file, at its own expense, a financing statement (including any continuation statements with respect to result 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 creationcase of any continuation statements filed pursuant to this Section 2.1, or an assumption as soon as practicable after receipt thereof 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 and the Master Servicer, as applicable). (d) The SellerIn connection with any sale, transfer, assignment and conveyance pursuant to Section 2.1, the Agents Seller agrees to cause each of the Originators, pursuant to Section 2.1(d) of the First Tier Receivables Purchase Agreement, at such Originator's expense, 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 Purchasers intend 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 (iii) by the Purchaser to the Trustee, on behalf of the Trust, for the benefit of the 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 transfer conveyance contemplated by this Agreement shall constitute a sale of the Portfolio Conveyed Property and Additional Property from the Seller to the Purchasers hereunder Purchaser and the beneficial interest in and title to the Receivables and such other Conveyed Property and Additional Property shall not be treated as a sale for all purposesproperty owned by the Seller in the event of any insolvency, other than tax purposes as further described belowreceivership or conservatorship of the Seller. IfIn the event that, notwithstanding the intent of the partiesSeller, such the sale, transfer, assignment and transfer of the Portfolio conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a grant to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer Purchaser of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title the Conveyed Property and interest of the Seller in, to and 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 Additional Property of the Seller’s obligations to the Administrative Agent . (on behalf of the Purchasersh) 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 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 parties 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. Personshall, or that otherwise is subject to U.S. federal income taxation shall cause the Originators to, prepare 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 match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Closing Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), 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 Purchasers on such date shall be reduced by their respective pro rata shares of the reduced Aggregate Invested Amount (and the reduction in the Aggregate Invested Amount shall be paid to the applicable Purchasers in the relevant Approved Currency Receivables Schedule in accordance with 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 terms of the 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 Pooling and any Incremental Investment shall all be set forth in a single Investment Request Servicing Agreement with respect to each Settlement of the Initial Receivables and Additional Receivables to the Receivables Schedule on each Addition Date. The Seller shall, which Investment Request or shall be delivered for cause the Originators to, deliver the Receivables Schedule to the Purchaser on the Initial Closing Date and on each Settlement Date, regardless of whether Addition Date after any required additions pursuant to this subsection 2.1(h) are made to the Aggregate Invested Amount is changing Receivables Schedule on such Settlement Datedate. (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 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 other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall 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 Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each 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 949049213.2 Investment denominated in a Local Currency, 100,000 units of such Local Currency.