FIRST INSURANCE FUNDING OF CANADA INC. as Seller and Servicer -and- CIBC MELLON TRUST COMPANY, in its capacity as Trustee of PLAZA TRUST as Purchaser RECEIVABLES PURCHASE AGREEMENT December 16, 2014

Certain terms which are capitalized and used above and throughout this Agreement (in addition to those defined above) are defined in Article 1 of this Agreement.

The Seller currently owns certain Receivables and expects, from time to time hereafter, to originate new Receivables.

The Seller desires to sell, and, subject to the terms and provisions set forth herein, the Purchaser has agreed to purchase an undivided interest in all of the Seller’s right, title and interest in, to and under such Receivables, together with all agreements providing credit support therefor and all other collateral security therefor.

in relation to the Performance Guarantor or a Backup Servicer, the rating of the long term unsecured debt of such Person by those Note Rating Agencies which rate such Person; provided that (x) if the long term unsecured debt of such Person is rated by more than one Note Rating Agency and such ratings are at different Rating Levels, the lower of such Rating Levels shall be the Available Rating, and (y) if no Note Rating Agency provides a rating of the long term unsecured debt of such Person, the Rating Level shall be unrated; and

in relation to a Carrier, the claims paying ability or insurance financial strength rating of such Carrier by those Insurer Rating Agencies which provide such a rating or, where this rating is not available, the long-term unsecured debt rating of such Carrier by an Insurer Rating Agency; provided that if (x) none of such ratings is provided by an Insurer Rating Agency, the Available Rating for such Carrier shall be unrated, and (y) if such ratings are at different Rating Levels, (A) the lower of the claims paying ability or insurance financial strength rating of such Carrier by those Insurer Rating Agencies which provide such a rating shall be the Available Rating, or (B) if no Insurer Rating Agency provides a claims paying ability or insurance financial strength rating of such Carrier, but there is more than one long-term unsecured debt rating of such Carrier by an Insurer Rating Agency, the lower of the long-term unsecured debt ratings by those Insurer Rating Agencies that do provide a rating shall be the Available Rating.

if such Carrier has an Available Rating of BB+ or lower or is unrated, an amount equal to 40% of the Loss Reserve at such time;

if such Carrier has an Available Rating of BBB or BBB-, an amount equal to 66% of the Loss Reserve at such time;

if such Carrier has an Available Rating of A- or BBB+, an amount equal to 100 % of the Loss Reserve at such time; and

if such Carrier has an Available Rating of A or higher, an amount equal to 200% of the Loss Reserve at such time.

if the Excess Spread in respect of the most recently completed Reporting Period prior to such date is less than 2.5% per annum, an amount equal to 1.25% of the Aggregate Net Investment; and

otherwise, nil.

the Obligor of which (i) is located in Canada (which location when used in relation to an Obligor in this Agreement or in any other Transaction Document shall be determined, in the absence of actual notice, by reference to the address specified in the related Contract); and (ii) is not the government of Canada, Alberta or New Brunswick or a governmental subdivision or agency thereof;

the Obligor of which is not the Obligor of any Receivable which is a Defaulted Receivable;

the Obligor of which is not an Affiliate of the Seller;

in respect of which no payment, or part thereof, remains unpaid for 31 days or more from the original due date for such payment;

which is an “account” as such term is defined in the applicable PPSA;

which is payable only in Canada and is denominated only in Canadian Dollars;

which bears interest at a fixed rate

which had an original term to maturity of 12 months or less;

which arises under a Contract substantially in one of the forms attached as Exhibit A hereto, or such other forms as may otherwise be approved by the Purchaser in writing, such approval not to be unreasonably withheld or delayed, which, together with such Receivable, is (i) in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, subject to Applicable Limitations; and (ii) subject to no offset, counterclaim or other defence;

which arises under a Contract which (i) does not require the Obligor under such Contract (or the Carrier under any related Financed Insurance Policy) to consent to or receive notice of the transfer, sale or assignment of the rights and duties of the Seller under such Contract; (ii) does not contain a provision that restricts the right of any assignee of the Seller (including the Purchaser) to exercise the power of attorney granted to the Seller by such Obligor to cancel (if such policy can be cancelled) the related Financed Insurance Policy and direct remittance of the Unearned Premium thereon, if any; and (iii) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under the Transaction Documents, including, without limitation, the right to review the Contract;

which, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation, in each such case where such contravention or violation would have a material adverse effect on the collectability of such Receivable;

which on the date of sale hereunder satisfies in all material respects all applicable requirements of the Credit and Collection Policy then in effect;

which was generated in the ordinary course of the Seller’s business, or by Equity Premium Finance Inc. (a predecessor by amalgamation of the Seller) in the ordinary course of its business;

the status of which has been identified by the Seller as “Active” and not as “Suspended” or “Closed”;

with respect to which the Seller conveys to the Purchaser good and marketable title to the Purchaser’s interest therein, free and clear of any Adverse Claim other than Permitted Adverse Claims;

which are secured in favour of the Seller by the related Unearned Premium, if any, and for which the Seller’s security interest or hypothec therein, in the case where such Obligor is located in any jurisdiction of Canada, notice of such security interest has been given to the applicable Carrier(s);

with respect to which the related Contract requires an initial down payment of not less than 8% of the total insurance premium;

with respect to the Outstanding Balance thereof, the related Contract requires that payments thereon are to be made by the applicable Obligor in monthly or quarterly instalments;

which has been funded by the Seller (or its predecessor by amalgamation, Equity Premium Finance Inc.), or which relates to an Account that has been funded by the Seller (or its predecessor by amalgamation, Equity Premium Finance Inc.); and

(i) the Carrier issuing the Financed Insurance Policy in connection therewith has an unconditional, legal, valid and binding obligation (subject to Applicable Limitations) to remit payment in full of the Unearned Premium, if any, to the Seller upon the cancellation (if such policy can be cancelled) of such Financed Insurance Policy, notwithstanding any bankruptcy, insolvency or similar proceeding involving, or any negligence, fraud, deceit or refusal to pay by, any Broker/Agent to which such Carrier may deliver any payment with a direction to remit the same to the Seller; (ii) neither such Carrier nor any Person claiming for or on behalf of such Carrier (including a trustee in bankruptcy for such Carrier) has asserted the invalidity or unenforceability

(x) the Default Ratio (Highest Average); multiplied by (y) 2.5 and divided by (z) the Payment Rate; and

17%.

the Seller is the Servicer;

no Servicer Termination Event has occurred and is continuing (and whether or not the Purchaser has exercised any rights in respect of such Servicer Termination Event); and

the Available Rating of the Performance Guarantor is BBB- or higher.

the aggregate amount by which the Contract Value at such time of all Eligible Receivables of each Obligor and those entities which to the knowledge of the Seller, are Affiliates of such Obligor, exceeds the Obligor Concentration Factor;

the aggregate amount by which the Contract Value at such time of all Eligible Receivables generated in connection with the issuance by each Carrier of Financed Insurance Policies exceeds the Carrier Concentration Factor for such Carrier;

the amount, if any, by which the aggregate Contract Value at such time of all Eligible Receivables related to Financed Insurance Policies which either (x) cannot be cancelled or (y) are fully earned (with the result that no Unearned Premium refund is available upon cancellation), exceeds one (1%) percent of the Contract Value of all Eligible Receivables; and

the amount, if any, by which the aggregate Contract Value at such time of all Eligible Receivables, with respect to which the related Contract requires that payments thereon are to be made by the applicable Obligor in quarterly instalments, exceeds two (2%) percent of the Contract Value of all Eligible Receivables.

where the Settlement Date falling within such Reporting Period is prior to the Termination Date, a fraction (expressed as a percentage) the numerator of which is the Purchaser’s Ownership Amount after giving effect to the settlement which occurred on the Settlement Date falling within such Reporting Period and the denominator of which is the Net Receivables Balance at the end of the prior Reporting Period; and

where the Settlement Date falling within such Reporting Period is on or after the Termination Date, the Percentage Factor determined under clause (a) of this definition for the last Reporting Period where the Settlement Date falling within such Reporting Period was prior to the Termination Date.

the Obligor of such Receivable is located or domiciled in the Province of Quebec; or

such Receivable is payable at a location or to an account situated or maintained in the Province of Quebec,

all of the Seller’s interest in the Financed Insurance Policy, the financing of which gave rise to such Receivable, including, without limitation, all of the Seller’s right, title and interest in and to the Unearned Premium thereunder;

all security interests, hypothecs or other liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable, or otherwise;

all Guarantees, powers of attorney, indemnities, warranties, letters of credit and proceeds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, whether pursuant to the Contract related to such Receivable, or otherwise;

all Contracts relating to the Accounts or Receivables; and

all proceeds of any of the foregoing.

the Servicer (if the Seller or any Affiliate thereof), or the Seller shall fail to make any payment or deposit to be made by it under Section 2.7 hereunder when due and such failure shall remain unremedied for two Business Days;

the Seller shall fail to provide any notice required by Section 5.2(b)(i) of this Agreement within the time periods required by such Section;

the Servicer (if the Seller or any Affiliate thereof), shall fail to deliver a Servicer Report when due under Section 2.14 and such failure shall remain unremedied for two Business Days, unless any natural, technological, political or governmental (which for greater certainty includes an act of state) or similar event or circumstance occurs and is continuing, which is beyond the control of the Servicer and makes it impossible for the Servicer to make such delivery and so long as such event or circumstance was not anticipated at the date of entering into this Agreement;

the Seller, the Servicer or the Performance Guarantor shall fail to perform or observe any other term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the earlier of (i) the Seller, Servicer or Performance Guarantor, as applicable, becoming aware of such failure; and (ii) the Purchaser giving notice of such failure to the Seller, Servicer or Performance Guarantor, as applicable;

subject to Section 2.12(e) or (f), any representation, warranty, certification or statement made or deemed to be made by the Seller, the Servicer or the Performance Guarantor (or any of their respective officers) under or in connection with any Transaction Document or any Servicer Report or in any written information or report delivered by an officer of the Servicer, the Seller or the Performance Guarantor pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made and continues to be incorrect or unremedied for a period of thirty (30) days after the earlier of (i) the Seller, Servicer or Performance Guarantor, as applicable, becoming aware of such incorrectness, and (ii) the Purchaser giving notice of such incorrectness to the Seller, Servicer or Performance Guarantor, as applicable;

either of the following shall occur:

failure of the Performance Guarantor to make a payment in respect of any Indebtedness for borrowed money in the aggregate in excess of US$15,000,000 (“Material Indebtedness”) when due and such failure shall continue after the applicable grace period, if any, specified in the agreement under which any such Indebtedness was created or is governed; or the default by the Performance Guarantor in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed and such default shall continue after the applicable grace period, if any, specified in such agreement, in each case if the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Performance Guarantor shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled

failure of the Seller to make a payment in respect of any Indebtedness for borrowed money in the aggregate in excess of $1,500,000 (“Seller Material Indebtedness”) when due and such failure shall continue after the applicable grace period, if any, specified in the agreement under which any Seller Material Indebtedness was created or is governed or the default by the Seller in the performance of any term, provision or condition contained in any agreement under which any Seller Material Indebtedness was created or is governed, in each case if the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Seller Material Indebtedness of the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment or other mandatory prepayment not based on default made in accordance with the terms thereof) prior to the date of maturity thereof;

the Performance Guarantor shall attempt to terminate or assert the invalidity or unenforceability of the Performance Guarantee or any provision thereof;

(i) the Seller or the Performance Guarantor shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Performance Guarantor, in each case, seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of insolvent debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, which, in the case of any proceeding instituted against it shall remain undismissed for a period of 45 days; (ii) the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; or (iii) the Seller or the Performance Guarantor shall take any corporate action to authorize any of the actions set forth in clauses (i) and (ii) above in this subsection (h); or

the Performance Guarantor shall at any time fail to have an Available Rating of BB- or higher.

The Seller hereby sells and assigns to the Purchaser, and the Purchaser hereby acquires from the Seller, the Purchased Interest (as determined from time to time pursuant to the terms hereof) on a fully serviced basis. The parties hereto intend such transfer of the Purchased Interest to be a sale of such Purchased Interest. Subject to the provisions of Article 6 hereof, upon such purchase, the Purchaser shall be entitled to exercise all incidents of ownership with respect to the Purchased Interest.

The purchase price for the sale by the Seller to the Purchaser of the Purchased Interest hereunder shall consist of the cash payments made by the Purchaser to the Seller in respect of the Purchase and each Increase.

It is hereby confirmed that the parties intend that this Agreement give effect to the sale, assignment and transfer from the Seller to the Purchaser of an undivided ownership interest in (i) each and every Receivable existing on the date the Purchased Interest shall have been purchased and in each and every Receivable existing or arising after such date and prior to the Termination Date (but in the case of Quebec Receivables, each and every Quebec Receivable existing on the date the Purchased Interest shall have been purchased and in each and every Receivable existing or arising after such date); (ii) all Related Security with respect to each such Receivable; (iii) each and every Collection made on or after the date the Purchased Interest shall have been purchased with respect to each such Receivable; and (iv) all proceeds of any of the foregoing. Such undivided ownership interest to be owned by the Purchaser pursuant to the terms hereof shall entitle the Purchaser to receive amounts from Collections as herein provided. Such undivided ownership interest acquired by the Purchaser is referred to as the “Purchased Interest.” For the purposes of the laws of the Province of Quebec, the parties confirm that (x) the Purchased Interest sold and assigned by the Seller to the Purchaser on the date hereof includes an undivided ownership interest in the universality of all present and future Quebec Receivables, all Related Security with respect to each such Quebec Receivable, each and every Collection made on or after the date hereof with respect to each such Quebec Receivable, and all proceeds of any of the foregoing (collectively, the “Initial Quebec Purchased Interest”), and (y) such undivided ownership interest acquired by the Purchaser is a variable interest to be determined from time on the basis of the Percentage Factor. The undivided ownership interest in (A) each and every Receivable existing on the date the Purchased Interest shall have been purchased and in each and every Receivable existing or arising after such date and prior to the Termination Date (but in the case of Quebec Receivables, each and every Quebec Receivable existing on the date the Purchased Interest shall have been purchased and in each and every Receivable existing or arising after such date), (B) all Related Security with respect to each such Receivable, (C) each and every Collection with

Upon the Termination Date, the Purchaser shall automatically and without further action be deemed to sell, assign and reconvey to the Seller the Purchaser’s undivided ownership interest in (i) each and every Quebec Receivable coming into existence or arising on or after the Termination Date; (ii) all Related Security with respect to each such Receivable; (iii) each and every Collection with respect to each such Receivable; and (iv) all proceeds of any of the foregoing (collectively, the “Reconveyed Assets”). Upon such sale, assignment and reconveyance, the Reconveyed Assets shall no longer be considered to be part of the Purchased Interest hereunder. The sale, assignment and reconveyance by the Purchaser to the Seller under this Section 2.1(d) shall be effected without any representation or warranty (express, implied, statutory or otherwise) except for the Purchaser’s warranty that the Reconveyed Assets are not subject to any Adverse Claim created by, through, or in favour of, the Purchaser. The Purchaser shall, at the expense of the Seller, sign all documents reasonably required by the Seller, and take such other actions as may be reasonably requested by the Seller, in order to give effect to such sale, assignment and reconveyance, including rendering it opposable to third parties.

Purchase and Increases. In the case of the Purchase or, subject to Section 2.2(d), any Increase, such Purchase or Increase shall be made on written or facsimile notice by the Seller to the Purchaser, given not later than 10:00 a.m. (Toronto time) on the third Business Day prior to the date of the proposed Purchase or Increase. Each such notice (a “Purchase/Increase Request”) shall be in writing in substantially the form of Exhibit D hereto. Each Purchase/Increase Request given hereunder shall be effective upon the receipt thereof by the Purchaser and shall be irrevocable and binding on the Seller. The Seller shall indemnify the Purchaser against any and all losses and expenses incurred by the Purchaser as a result of any failure by the Seller to complete the Purchase or any Increase including, without limitation, any and all losses (excluding loss of anticipated profits) and expenses incurred by the Purchaser by reason of the liquidation or reemployment of funds acquired or requested by it to fund such Purchase or Increase. Each Purchase/Increase Request made by the Seller shall, among other things, specify therein:

the requested date of such Purchase or Increase which shall be a Business Day and, in the case of each Increase, a Settlement Date (the related “Purchase Date” or “Increase Date,” as applicable);

the cash payment to be made in connection therewith, which shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess of such amount;

the Percentage Factor which shall exist immediately following the consummation of such proposed Purchase or Increase; and

the Purchaser shall have completed such searches in the Province of Quebec as it may reasonably require to determine that the Quebec Receivables are not subject to any Adverse Claim.

Payments by Purchaser. On each Purchase Date or Increase Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article 4, no later than 11:00 a.m. (Toronto time) make available to the Seller the amount of the cash payment requested in the applicable Purchase/Increase Request by:

as to the Cash Reserve Deposit Amount in respect of such Purchase or Increase, direct deposit by the Purchaser of such amount into the Cash Reserve Account on the Purchase Date or Increase Date; and

as to the balance, deposit to the Seller’s Account.

General Rules Relating to Increases. No Increase shall be made by the Purchaser on or after the Termination Date. In addition, neither the Purchase nor any Increase shall be made if, after giving effect to such Purchase or Increase, either (i) the Aggregate Net Investment would exceed the Facility Limit then in effect; or (ii) the Percentage Factor would exceed 100%.

Delay of Increases. Notwithstanding the foregoing, the Purchaser may, at its option, extend the date of an Increase Date to the first Settlement Date (the “Extension Date”) that is more than 35 days following the date of delivery of the related Purchase/Increase Request by providing the Seller with notice of such extension not later than one (1) Business Day prior to the initially proposed Increase Date. If the Purchaser exercises such right to extend an Increase Date, the Seller will on or before the Reporting Date immediately preceding the Extension Date either (i) deliver an updated Purchase/Increase Request confirming the request for the Increase, or (ii) notify the Purchaser that it is not requesting the Increase.

Seller shall pay, as and when due in accordance with this Agreement, all amounts payable pursuant to Article 8 hereof, if any, and all other amounts payable by it hereunder (including, without limitation, the amounts set forth in Section 2.12), if any, or under the Fee Letter.

If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

The Funding Costs and all per annum fees hereunder or under the Fee Letter shall be calculated for the actual days elapsed on the basis of a 365-day year.

No provision of this Agreement shall require the payment or permit the collection of Funding Costs in excess of the maximum amount permitted by applicable law. Funding Costs shall not be considered paid by any payment if at any time such payment is rescinded or must be returned for any reason.

For the purposes of the Interest Act (Canada) this Agreement or any other Transaction Document, the annual rate to which any Funding Cost Rate or interest rate expressed on the basis of a 365-day year is equivalent, is such rate multiplied by the actual number of days in the year and divided by 365.

allocate to the Seller the Seller’s Percentage of Collections for such Reporting Period;

out of the Percentage Factor of Collections for such Reporting Period and amounts available from the Cash Reserve Account in accordance with Section 2.8(a), make the following allocations:

firstly, to the Purchaser, an amount equal to the Funding Costs in respect of the Settlement Period ending prior to such Settlement Date and not previously allocated;

secondly, to the Purchaser, all replacement Servicer Fees accrued to and including such Settlement Date and not previously allocated, such allocation satisfying any obligation of the Seller to pay such fees;

thirdly, to the Purchaser, all other fees payable hereunder not previously allocated, such allocation satisfying any obligation of the Seller to pay such fees; and

fourthly, if (x) the Percentage Factor for the Reporting Period in which the Settlement Date occurs would exceed 100%, or (y) the Net Receivables Balance as at the end of the prior Reporting Period would be less than the Purchaser’s Ownership Amount on such Settlement Date, to the Purchaser an amount such that if such amount were applied to reduction of the Aggregate Net Investment, neither of the conditions in foregoing clauses (x) and (y) would exist;

fifthly, if the amount on deposit in the Cash Reserve Account is less than the Cash Reserve Required Amount, calculated after giving effect to any reduction in the Aggregate Net Investment on such Settlement Date pursuant to Section 2.7(b), to the Purchaser an amount equal to such deficiency; and

sixthly, to the Seller.

out of the Seller’s Percentage of Collections for such Reporting Period, make the following allocations:

firstly, to the Purchaser, an amount equal to the Seller’s Percentage of unpaid replacement Servicer Fees which have not previously been allocated; and

secondly, to the Seller;

out of the Percentage Factor of Collections for such Reporting Period and amounts available from the Cash Reserve Account in accordance with Section 2.8(b), make the following allocations:

firstly, to the Purchaser, an amount equal to the Funding Costs in respect of the Settlement Period ending prior to such Settlement Date and not previously allocated;

secondly, to the Purchaser, an amount equal to the Percentage Factor of unpaid replacement Servicer Fees accrued to and including such Settlement Date and not previously allocated, such allocation satisfying any obligation of the Seller to pay such fees;

thirdly, to the Purchaser, all other fees payable hereunder which have not previously been allocated, such allocation satisfying any obligation of the Seller to pay such fees;

fourthly, to the Purchaser in reduction of the Aggregate Net Investment until such time as the Aggregate Net Investment has been reduced to zero;

fifthly, to the Seller.

On each Settlement Date, the Servicer shall make the following payments out of the Collection Account:

pay to the Seller all amounts allocated to the Seller pursuant to Sections 2.5 and 2.6 on such Settlement Date;

pay to the Purchaser all amounts allocated to the Purchaser pursuant to Sections 2.5 and 2.6 in respect of Funding Costs for the Settlement Period then ending; and

pay to the Purchaser all amounts allocated to the Purchaser pursuant to Sections 2.5 and 2.6 other than in respect of Funding Costs on such Settlement Date.

Amounts paid to the Purchaser in respect of allocations to the Purchaser pursuant to Sections 2.5(b)(iv) and 2.6(b)(iv) shall be applied in reduction of the Aggregate Net Investment.

Amounts paid to the Purchaser in respect of allocations to the Purchaser pursuant to Sections 2.5(b)(ii) (but only with respect to unpaid replacement Servicer Fees), 2.6(a)(i) and 2.6(b)(ii) (but only with respect to unpaid replacement Servicer Fees) shall be paid by the Purchaser to the replacement Servicer.

Amounts paid to the Purchaser in respect of allocations to the Purchaser pursuant to Section 2.5(b)(v) shall be deposited by the Purchaser to the Cash Reserve Account.

prior to the Termination Date, be available to the Purchaser on each Settlement Date for application in accordance with Sections 2.5(b)(i) to (iv), if and to the extent that the Percentage Factor of Collections for the related Reporting Period is less than the aggregate, for such Settlement Date, of the required allocations pursuant to Sections 2.5(b)(i)(iv) on such Settlement Date, and on each Settlement Date prior to the Termination Date, after giving effect to the allocations and payments provided for in Sections 2.5 and 2.7, if the amount on deposit in the Cash Reserve Account exceeds the Cash Reserve Required Amount, the excess shall be released to the Seller; and

from and after the Termination Date, all funds on deposit in the Cash Reserve Account shall be deposited to the Collection Account and allocated and applied as Principal Collections in accordance with Section 2.6(b) and 2.7.

If the Monthly Remittance Conditions are satisfied and no Termination Event has occurred that is continuing, the Servicer shall be entitled to commingle Collections with its general funds and deposit to the Collection Account the Collections for each Reporting Period on the related Settlement Date. In making such deposit, the Servicer shall be entitled to make the deposit net of the amounts payable to the Seller pursuant to Section 2.7 on such Settlement Date but shall account for all allocations, deposits and payments on each Settlement Date as if all such amounts were deposited and paid separately.

If the Monthly Remittance Conditions are not satisfied and no Termination Event has occurred that is continuing, the Servicer shall:

starting on the first day of each Reporting Period, deposit Collections to the Collection Account within two Business Days of receipt by the Servicer until the amounts reasonably estimated to be required to be withdrawn from the Collection Account on the Settlement Date following such Reporting Period pursuant to Sections 2.7(a)(ii) and (iii) of this Agreement have been accumulated therein. If, on any Settlement Date, any amounts are required to be withdrawn from the Collection Account pursuant to Sections 2.7(a)(ii) and (iii) in excess of the amounts deposited to the Collection Account by the Servicer from Collections in respect of the related Reporting Period, the Servicer shall immediately remit such additional amounts to the Collections Account from Collections so commingled;

within two Business Days (a “calculation date”) of each Business Day (a “reference date”), acting reasonably and relying on the information available to it on such calculation date, estimate if a Deficiency Amount exists in respect of such reference date and, if it so estimates that a Deficiency Amount exists in respect of a reference date, (x) report such Deficiency Amount to the Purchaser, and (y) make a deposit to the Collection Account in respect of such Deficiency Amount as required by Section 2.9(b)(iii); and

without limiting the application of 2.9(b)(i), if on any Business Day the Servicer estimates pursuant to Section 2.9(b)(ii) or otherwise determines that a Deficiency Amount existed in respect of a Business Day, prior to the close of business on the date of such estimation or determination, make a deposit into the Collection Account from Collections received during the Reporting Period which includes the Business Day in respect of which the Deficiency Amount existed in an amount equal to the lesser of:

such Deficiency Amount;

the amount of Collections received by the Servicer prior to such day in respect of the current Reporting Period less the amount of such

If a Termination Event has occurred and is continuing, the Servicer shall deposit into the Collection Account all Collections of Receivables within two Business Days of receipt by the Servicer.

The Seller shall pay to the Purchaser, the fees required to be paid by the Seller under the terms of the Fee Letter, when and as the same shall become due thereunder.

The Servicer, if other than the Seller or its designee or an Affiliate of the Seller, shall be entitled to receive a commercially reasonable fee (the “Servicer Fee”) from the date of appointment until Final Date. Such Servicer Fee shall be paid only from the Collections of the Transaction Assets.

on or prior to the date hereof mark its master data processing records and other books and records relating to the Transaction Assets with a legend stating that an undivided ownership interest therein has been sold to the Purchaser;

execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be reasonably requested by the Purchaser; and

upon the request of the Purchaser following the occurrence and during the continuance of a Servicer Termination Event (i) subject to applicable laws relating to the privacy of personal information, deliver to the Purchaser all Contracts relating to the Transaction Assets, and (ii) notify each Carrier that the security interest granted to the Seller in the Unearned Premiums as collateral security for the related Receivables has been assigned to the Purchaser.

If on any day the Outstanding Balance of a Funded Receivable is either (x) reduced or cancelled as a result of any cash discount or any adjustment by the Seller, or (y) reduced or cancelled as a result of a set-off in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction) the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or, if such Receivable is cancelled, in the amount of the Outstanding Balance thereof in full (calculated as of the point in time immediately prior to the applicable reduction or cancellation) and the Seller shall forthwith deliver an amount equal to such Collection to the Servicer.

If the representation and warranty in Section 3.1(h) is not true with respect to a Funded Receivable at the time made or deemed made or on any day a Funded Receivable is reported to be an Eligible Receivable (including by being included in a Servicer Report as an Eligible Receivable) when it is not an Eligible Receivable, the Seller shall be deemed to have received on such day a Collection of the Outstanding Balance of such Receivable in full and the Seller shall forthwith deliver an amount equal to such Collection to the Servicer.

If on any day the Seller shall extend, amend or otherwise modify the terms of any Funded Receivable, or amend, modify or waive any term or condition of the Contract under which such Receivable arises, in each case, in a manner which materially adversely affects the collectibility of such Receivable thereunder, the Seller shall be deemed to have received on such day a Collection of the Outstanding Balance of such Receivable in full (or, in the case of any amendment of the terms of any Receivable which merely reduces the Outstanding Balance of such Receivable, a Collection of such Receivable in the amount of such reduction) and the Seller shall forthwith deliver an amount equal to such Collection to the Servicer; provided, however, that no such extension, amendment, modification or waiver shall be made except in accordance with Section 6.3(a) hereof.

Any payment by an Obligor in respect of any indebtedness owed by it to the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law, be applied as a Collection of any Receivable of such Obligor starting with the oldest such Receivable, unless the Seller has determined in accordance with its usual practices that such payment should be applied against any other Receivable of such Obligor.

Upon the delivery by the Seller of a Collection of the Outstanding Balance of a Receivable in full pursuant to Section 2.12(a), (b) or (c), (i) the Purchaser shall

Notwithstanding anything else contained herein, the obligation of the Seller to make a Collection in respect of any of the matters contemplated by this Section 2.12 shall constitute the sole remedy available to the Purchaser in respect of any such matters and the making of such Collection by the Seller in accordance with the terms of this Section 2.12 shall be deemed to cure the circumstances giving rise to the requirement to deliver such Collection and any related Termination Event or Potential Termination Event.

following the Termination Date and the reduction of the Aggregate Net Investment to a level that is less than ten percent (10%) of the highest Aggregate Net Investment;

with respect to which the Funding Cost Rate for the preceding Settlement Period was calculated other than pursuant to Section 1(a) of the Fee Letter for 15 or more days;

following receipt of a notice from the Purchaser that it intends to extend the date of an Increase Date pursuant to Section 2.2(d);

with respect to which the Funding Cost Rate for the preceding Settlement Period was calculated pursuant to Section 1(a) of the Fee Letter using a CP Rate that exceeded CDOR at the relevant time by more than 0.50% for 15 or more days; or

following the appointment pursuant to Section 6.1 of any Person other than the Seller or an Affiliate to service, administer and collect Receivables,

Existence and Power. The Seller is a corporation duly formed and validly existing under the laws of Canada. The Seller has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted, except where the failure to do so would not have a Material Adverse Effect.

Corporate and Governmental Authorization; Non-Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental

Binding Effect. This Agreement and the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, subject in each case to Applicable Limitations.

Perfection. All financing statements and other documents required to be recorded or filed in order to perfect and protect the first priority of the Purchased Interest created hereby against all creditors of and purchasers from the Seller will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

Accuracy of Information. Each Servicer Report (if prepared by the Seller or any Affiliate of the Seller, or to the extent that information contained therein is supplied by the Seller, or any Affiliate of the Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished in writing at any time by the Seller to the Purchaser pursuant to any of the Transaction Documents is or will be accurate in all material respects as of its date or as of the date so furnished.

Actions, Suits. As of the date hereof, there are no actions, suits or proceedings pending, or to the knowledge of the Seller threatened, against or directly affecting the Seller, or any Affiliate of the Seller or any of their properties, in or before any court, arbitrator or other body, which would have a Material Adverse Effect if adversely determined against the Seller or its Affiliate, as the case may be; the Seller is not in default with respect to any contractual obligation or any order of any court, arbitrator or governmental body, which default would have a Material Adverse Effect.

Financial Statements; Material Adverse Changes. The audited consolidated balance sheet of the Performance Guarantor and its Subsidiaries dated as of December 31, 2013, and the consolidated statements of income, and cash flows relating thereto for the fiscal year then ended, copies of which have been furnished to the Purchaser, fairly present the financial condition of the Performance Guarantor and its Subsidiaries as at such date and the results of the operations and cash flows of the Performance Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied;

Title to Receivables; No Adverse Claims. The Seller has conveyed, or will convey, to the Purchaser equitable title and a valid and perfected first priority undivided ownership interest to the extent of the Purchased Interest in each Receivable and the Related Security, then existing or thereafter (prior to the Termination Date) arising and Collections with respect thereto free and clear of any Adverse Claim other than Permitted Adverse Claims. As of the date hereof, no effective financing statement or other instrument similar in effect covering any such Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favour of the Purchaser in respect of this Agreement and those filed against the Purchaser. The Seller has notified each Carrier, in writing, of (a) the existence of each Receivable arising in connection with the procurement of a Financed Insurance Policy from such Carrier; and (b) the interest of the Seller in the Unearned Premium under such Financed Insurance Policy.

Chief Executive Offices; Location of Records. The chief executive office of the Seller and the offices where the Seller keeps its records concerning the Receivables are located at the addresses specified on Exhibit E hereto (or at such other locations, notified to the Purchaser in accordance with Section 2.11, in jurisdictions where all action required by such Section 2.11 has been taken and completed). Except as disclosed on Exhibit E or as notified to the Purchaser in accordance with Section 2.11, the Seller has not created any Receivables under any trade name, fictitious name, assumed name or “doing business as” name.

Termination Event. As of the date hereof and the date of each Increase, no event has occurred and is continuing, or would result from the Purchase of the Purchased Interest or any Increase or from the application of the proceeds therefrom, which constitutes a Termination Event or Potential Termination Event.

Accounting Treatment. The Seller will account for the transfer of the Purchased Interest to the Purchaser in its financial statements as a sale of the Purchased Interest consistent with, and unless otherwise required by, generally accepted accounting principles.

Credit and Collection Policy. With respect to each Funded Receivable, the Seller has complied in all material respects with its Credit and Collection Policy.

Solvency. The Seller is not an insolvent person, in insolvent circumstances or on the eve of insolvency, as applicable, within the meaning of any of the Insolvency Statutes (as defined below). The Seller will not become an insolvent person or be put in insolvent circumstances within the meaning of any of the Insolvency Statutes by entering into, or immediately after the completion of the transactions contemplated by the Transaction Documents. For the purposes hereof, “Insolvency Statutes” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), the Fraudulent Preferences Act (Ontario), the Assignment and Preferences Act (Ontario) and the Civil Code of Quebec.

Duly executed copies of this Agreement, the Performance Guarantee and the Fee Letter.

A certificate of the Secretary of the Seller certifying (i) a copy attached thereto of the resolutions of the Board of Directors and of the sole shareholder authorizing and approving the execution and delivery of this Agreement and the other Transaction Documents to be delivered by the Seller and the performance by the Seller of the transactions contemplated hereby or thereby; (ii) a copy of the articles of incorporation of the Seller; and (iii) the true names and signatures of the Persons authorized on behalf of the Seller to execute such documents (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from the Secretary of the Seller a revised certificate meeting the requirements of this Section 4.1(b).

A certificate of the Secretary of the Performance Guarantor certifying (i) a copy attached thereto of the resolutions of the Board of Directors or other corporate

A favourable opinion of legal counsel for the Seller and the Performance Guarantor reasonably acceptable to the Purchaser, in substantially the form of Exhibit F hereto and as to such other matters as the Purchaser may reasonably request.

All fees stated to be payable by the Seller on or prior to such date under the terms of the Fee Letter .

Such other approvals, opinions or documents as the Purchaser may reasonably request.

Each Note Rating Agency shall have confirmed its rating of the Commercial Paper of the Purchaser notwithstanding the entering into of the this Agreement.

The Purchaser shall have completed its due diligence on the pool of Receivables and have been satisfied with the results thereof.

Acknowledged copies or time stamped receipt copies of proper financing statements or similar filings, duly filed on or before the date of the Purchase under the PPSAs of all jurisdictions necessary to perfect the sale of the Purchased Interest from the Seller to the Purchaser.

Evidence of the discharge and release of all security interests and rights of any person in any of the Transaction Assets granted by the Seller and copies of any estoppel or no-interest letters which the Purchaser shall have reasonably requested to confirm that any registration or filing against the Seller made in favour of any Person that could be relied upon to perfect or protect an Adverse Claim in any such property does not and will not be relied upon for such purpose.

Completed PPSA search results, dated on or before the date of the Purchase listing the financing statements filed in the jurisdictions referred to in Section 4.1(i) above.

All of the conditions precedent set forth in Section 4.1 shall be satisfied.

With respect to the Purchase or any Increase, on or prior to the date of the Purchase or Increase, the Servicer shall have delivered to the Purchaser the Servicer Report then required to be delivered under Section 2.14, as applicable.

The Seller shall have delivered to the Purchaser a Purchase/Increase Request in accordance with Section 2.2(a).

On the date of such Purchase or Increase, the following statements shall be true (and the acceptance by the Seller of the proceeds of the Purchase or Increase shall constitute a representation and warranty by the Seller and the Performance Guarantor that on the date of such Purchase or Increase such statements are true):

the representations and warranties contained in Section 3.1 of this Agreement are correct in all material respects on and as of the date of such Purchase or Increase, before and after giving effect to such Purchase or Increase and to the application of the proceeds therefrom, as though made on and as of such date, except where such representation or warranty refers to a different date, and

no event has occurred and is continuing, or would result from such Purchase or Increase or from the application of the proceeds therefrom, which constitutes a Termination Event or Potential Termination Event.

Before and after giving effect to any such Purchase or Increase, the requirements set forth in Section 2.2(c) are satisfied.

On the date of each Increase, the Seller and the Purchaser shall execute a Quebec assignment which provides for (x) the sale and assignment of an undivided ownership interest in the universality of all present and future Quebec Receivables, all Related Security with respect to each such Quebec Receivable, each and every Collection made on or after the date hereof with respect to each such Quebec Receivable, and all proceeds of any of the foregoing, and (y) that such undivided ownership interest acquired by the Purchaser is a variable interest to be determined from time on the basis of the Percentage Factor (adjusted for the amount of such Increase). Within fourteen (14) days of the date of such Increase, the Seller shall have delivered to the Purchaser evidence of the registration made at the Register of Personal and Movable Real Rights pursuant to Article 1642 of the Civil Code of Québec and delivered an opinion substantially in the same form and substance as the opinion delivered in connection with the sale of the Initial Quebec Purchased Interest.

Compliance with Laws. The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders to which it may be subject.

Preservation of Existence. The Seller shall preserve and maintain its existence and qualify and remain qualified as an extra provincially registered corporation in each jurisdiction (to the extent the laws of such jurisdictions provide for such qualification) where the failure to preserve and maintain such existence would have a Material Adverse Effect. The Seller shall carry on and conduct its premium finance business in substantially the same manner as presently conducted and its current premium finance business will remain a core business of the Seller.

Audits. At any time and from time to time during regular business hours, but not more than twice per year (except following and during the continuance of a Termination Event) on reasonable notice to the Seller and subject to provisions of applicable law relating to confidentiality or the privacy of personal information, the Seller shall permit the Purchaser, or its agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Seller which relate to the Receivables and the Related Security, including, without limitation, the Contracts under which such Receivables arise; and (ii) to visit the offices and properties of the Seller for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Receivables and the Related Security or the Seller’s performance hereunder or under the Contracts under which such Receivables arise with any of the officers or employees of the Seller having knowledge of such matters.

Keeping of Records and Books of Account. The Seller shall maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables and Related Security with respect thereto (including, without limitation, records adequate to permit the prompt identification of each new Receivable and all Collections of, and adjustments to, each existing Receivable). The Seller shall mark its records with respect to the Receivables to indicate to a Person reviewing such records that the Purchased Interest in the Receivables has been sold to the Purchaser.

Performance and Compliance with Contracts. The Seller shall, at its own expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts under which the Receivables arise, except where the failure to so perform or comply would not have a material adverse effect on the collectibility of any of the Receivables or Related Security related to such Contracts.

Location of Records. The Seller shall keep its chief executive office and the offices where it keeps the originals of its records concerning the Receivables at the addresses referred to in Exhibit E or at any other locations notice of which has been given to the Purchaser in accordance with Section 2.11 in a jurisdiction where all action required by Section 2.11 shall have been taken.

Credit and Collection Policy. The Seller shall comply in all material respects with its Credit and Collection Policy in regard to each Receivable and the related Contract.

Ownership Interest. The Seller shall take all necessary action to establish and maintain a valid and perfected first priority undivided ownership interest in the Receivables and the Related Security and Collections with respect thereto, to the full extent contemplated herein, in favour of the Purchaser, including, without limitation, taking such action to perfect, protect or more fully evidence the interest of the Purchaser hereunder as the Purchaser may reasonably request.

Books and Records. The Seller shall keep adequate books and records with respect to its business activities in which proper entries, reflecting the transactions contemplated herein, including the sale of the Purchased Interest in the Receivables, are made in accordance with generally accepted accounting principles.

Backup Servicing Agreement. If at any time the Available Rating of the Performance Guarantor is reduced to less than BBB-, the Seller shall, within 120 days of the occurrence of such reduction, enter into a Backup Servicing Agreement with the Purchaser and the Backup Servicer; provided that if at any time thereafter the Available Rating of the Performance Guarantor is (and has been for at least 30 days no longer less than BBB-, the Seller may terminate such Backup Servicing Agreement on notice to the Purchaser, subject to this section applying again thereafter if at any time thereafter the Available Rating of the Performance Guarantor is reduced to less than BBB-.

Financial Reporting. The Seller and the Performance Guarantor will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles. The Seller shall furnish, or cause to be furnished, to the Purchaser:

Annual Reporting. As soon as possible and in any event within 120 days after the close of each fiscal year,

an audit report certified by independent certified chartered or public accountants, acceptable to the Purchaser, prepared in accordance with generally accepted accounting principles on a consolidated basis for

unaudited annual financial statements of the Seller, prepared in accordance with generally accepted accounting principles, including a balance sheet as of the end of such period, a statement of income and statement of changes in shareholder’s equity.

Quarterly Reporting. As soon as possible and in any event within 60 days after the close of the first three quarterly periods of each fiscal year, for the Performance Guarantor and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income for the period from the beginning of such fiscal year to the end of such quarter, all certified by any of the Authorized Officers and without personal liability; provided that any such above reports, documents and information filed with the EDGAR system of the United States Securities and Exchange Commission (or any successor system) and available publicly on the Internet shall be deemed to be furnished to the Purchaser and such holders (and to satisfy the obligations of the Seller under this clause (ii)) without any further action by the Seller or any other Person.

Other Information. Such other information (including non-financial information) as the Purchaser may from time to time reasonably request so long as such other information can be produced by the Seller’s existing software and provided that the furnishing of such information would not contravene applicable laws relating to the privacy of personal information.

Notices. The Seller or the Performance Guarantor will notify the Purchaser in writing of any of the following as soon as possible, and in any event within five (5) Business Days after an Authorized Officer of the Seller or the Performance Guarantor or other employee or officer of the Seller with responsibility for the administration of this Agreement learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto by the Person(s) affected thereby:

Termination Events or Potential Termination Events. The occurrence of a Termination Event or a Potential Termination Event.

Downgrading. Any downgrade in the rating of any Indebtedness of the Performance Guarantor by any rating agency, setting forth the Indebtedness affected and the nature of such change.

Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding against the Seller which would reasonably be expected to have a Material Adverse Effect.

Judgement. The entry of any judgement or decree against the Seller in excess of $1,500,000 or against the Performance Guarantor in excess of US$15,000,000, after deducting the amount with respect to which the Performance Guarantor or the Seller is insured and with respect to which the insurer has assumed responsibility in writing, and such judgment or decree has not been discharged within 30 days from the date of entry thereof or a stay of execution thereunder has not been procured within 30 days from the date of entry thereof.

Credit and Collection Policy. Any material change in the Credit and Collection Policy.

Sales, Liens. Except as otherwise provided herein, the Seller shall not sell, assign (by operation, of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or, suffer to exist any Adverse Claim other than liens for Taxes not yet due and payable by the Seller or which are being contested by the Seller in good faith by appropriate proceedings diligently pursued, or Permitted Adverse Claims, upon or with respect to, any Receivable or Related Security or Collections in respect thereof, or upon or with respect to any Contract under which any Receivable arises, or assign any right to receive income in respect thereof.

Amalgamations and Mergers. The Seller shall not enter into any transaction of reorganization, amalgamation or arrangement, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or sell, lease or otherwise dispose of its assets as an entirety or substantially as an entirety, in each case without the prior written consent of the Purchaser, such consent not to be unreasonably withheld; it being acknowledged and agreed by the Purchaser that (x) this Section 5.3(b) shall not prohibit the Seller from amalgamating with any of its Subsidiaries or Affiliates unless such amalgamation would have a Material Adverse Effect; and (y) without limiting the requirements for the consent of the Purchaser, the Seller shall also give

Change in Business or Credit and Collection Policy. Except as required by applicable law, the Seller shall not make any material change in the character of its premium finance business or in the Credit and Collection Policy, unless the Seller, acting reasonably, believes such change would not have a Material Adverse Effect.

Extension or Amendment or Receivables. The Seller shall not extend, amend or otherwise modify the terms of any Funded Receivable, or amend, modify or waive any term or condition of any Contract under which such Receivable arises except, in each case, if required by applicable law or if in accordance with the Credit and Collection Policy.

The Servicer shall take or cause to be taken all such commercially reasonable action as may be necessary or advisable to collect each Receivable and the Related Security from time to time, all in material accordance with applicable laws, rules and regulations, with reasonable care and diligence, and subject to and in accordance with the Credit and Collection Policy. The Seller and the Purchaser each hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.1, to enforce their respective rights and interests in and under the Transaction Assets. The Servicer shall set aside and hold in trust (but, except as otherwise required pursuant to Section 2.9, without any need to segregate), for the accounts of the Seller

Notwithstanding anything to the contrary contained in this Article 6, the Servicer, if not the Seller or any Affiliate of the Seller, shall have no obligation to collect, enforce or take any other action described in this Article 6 with respect to any indebtedness that is not a Receivable or Related Security other than to deliver to the Seller the collections and documents with respect to any such indebtedness.

Following the occurrence and during the continuance of a Termination Event, the Servicer will, upon and in accordance with the request of the Purchaser, and subject to applicable laws relating to the privacy of personal information, provide the Purchaser with Servicer Reports on a more frequent basis as specified by the Purchaser.

The Purchaser may direct the Obligors and Carriers that payment of all amounts payable under any Receivable or Related Security be made directly to the Purchaser or its designee.

The Seller shall, at the Purchaser’s request and at the Seller’s expense, give notice of the Purchaser’s ownership of and interest in the Receivables or Related Security to each Obligor and Carrier (and any Broker/Agents acting on behalf of Obligors or Carriers) and direct that payment be made directly to the Purchaser or its designee.

The Seller shall, at the Purchaser’s request, (i) subject to applicable laws relating to the privacy of personal information, assemble all of the Records, and shall make the same available to the Purchaser or its designee at a place selected by the Purchaser in Toronto, Ontario; and (ii) segregate all cash, cheques and other instruments received by the Seller from time to time constituting Collections of Receivables in a manner reasonably acceptable to the Purchaser and shall, promptly upon receipt, remit all such cash, cheques and instruments, duly endorsed or with duly executed instruments of transfer, to the Purchaser or its designee.

The Seller hereby authorizes the Purchaser to take any and all steps in their respective names and on behalf of them necessary or desirable in the determination of the Purchaser, acting reasonably, to collect all amounts due under any and all Receivables including, without limitation, endorsing the Seller’s name on cheques and other

A Servicer Termination Event shall occur;

any of the following shall occur at any time:

the Default Ratio (Three Month) as at the end of any Reporting Period is greater than 0.40%;

the average of the Delinquency Ratios calculated as at the end of three consecutive Reporting Periods is greater than 0.40%;

the average of the Payment Rates calculated in respect of three consecutive Reporting Periods is less than 17.0%;

the Excess Spread in respect of any Reporting Period is less than 1.25% per annum; or

after giving effect to any payments on any Settlement Date, the Net Receivables Balance as disclosed in the most recent Servicer Report is less than the Purchaser’s Ownership Amount calculated based on the Aggregate Net Investment after such Settlement Date;

the Performance Guarantor shall cease to own and control, directly or indirectly, 100% of the issued and outstanding capital stock of the Seller or the Performance Guarantor or the Seller shall enter into any agreement or take any action that would result in any such event;

the Performance Guarantor shall sell, convey, transfer or otherwise dispose of all or any substantial part of its assets in a single transaction or in a series of related transactions which would have a Material Adverse Effect;

the Purchase hereunder shall for any reason (other than pursuant to the terms hereof), cease to create, or the Purchased Interest shall for any reason cease to be, a valid and perfected first priority undivided ownership interest to the extent of the Purchased Interest in each Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim except any Permitted Adverse Claim; or

if a Backup Servicing Agreement has been entered into, it shall at any time be terminated or cease to be in effect other than as permitted under Section 5.1(j); provided that if a Backup Servicing Agreement has been terminated or ceases to be in effect due to the breach or default of the Backup Servicer, or because the Backup Servicer has resigned, then the Seller shall have an additional 120 days to enter into a replacement Backup Servicing Agreement,

Without limiting any other rights which the Purchaser may have hereunder or under applicable law but subject to the parties taking into account the effect of Section 2.12 the Seller hereby agrees to indemnify the Purchaser, together, in each case, with its respective officers, directors, agents and employees (each an “Indemnified Party”), immediately upon such Indemnified Parties demand therefor, from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of:

any Receivable which is treated as or represented by the Seller to be an Eligible Receivable (including, without limitation, for purposes of computing the Net Contract Value Balance at any time) which is not at the date thereof an Eligible Receivable;

the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Receivable, the Contract under which such Receivable arises, or the nonconformity of any Receivable or the Contract under which such Receivable arises with any such applicable law, rule or regulation;

the failure by the Seller to perfect a first ranking ownership interest in any Related Security under a Funded Receivable consisting of the right to the related Unearned Premiums as against the Obligors which assigned, or granted a hypothec in, such interest in Unearned Premiums to the Seller, and the creditors of such Obligors;

the failure to vest in, and maintain vested in, the Purchaser an undivided, valid and perfected first priority ownership interest, to the extent of the Purchased Interest, in the Receivables and the Related Security (including, without limitation, the Unearned Premium associated therewith) and Collections in respect thereof, free and clear of any Adverse Claim (other than any Permitted Adverse Claim); or the failure of the Seller to advise any Carrier that any Person previously identified to such Carrier by the Seller as being an assignee in respect of the Seller’s rights to any Unearned Premium has ceased to have an interest in such Unearned Premium; or the payment by any Carrier of any Unearned Premium to any Person previously notified to it by the Seller as being the assignee of the Seller’s interest therein;

the failure at any time to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other similar applicable laws with respect to the transfer of

any dispute, defense, claim or offset (other than a discharge in bankruptcy of the Obligor or the Carrier or a stay in bankruptcy or insolvency proceedings) of or by (A) the Obligor to the payment of any Funded Receivable (including, without limitation, a successful defense based on such Receivable or the Contract under which such Receivable arises not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, other than limitations on enforceability arising under applicable bankruptcy, insolvency, reorganization, moratorium or other laws, now or hereafter in effect, affecting creditors’ rights generally), or any other successful claim resulting from the sale of rights or the rendering of services related to such Receivable or the furnishing or failure to convey or furnish such rights or services, or (B) the Carrier to the payment of any Unearned Premium under a Funded Receivable to the Seller or the Purchaser (including, without limitation, a successful defence based on the related Financed Insurance Policy not being a legal, valid and binding obligation of such Carrier, enforceable against it in accordance with its terms, other than limitations on enforceability arising under applicable bankruptcy, insolvency, reorganization, moratorium or other laws, now or hereafter in effect, affecting creditors’ rights generally), or a successful defence based on the payment by such Carrier of such Unearned Premium to any Broker/Agent and the intervening bankruptcy, insolvency or similar proceeding involving, or any negligence, fraud, deceit or refusal to pay by, such Broker/Agent);

any failure of the Seller, as Servicer or otherwise, to comply with any covenant or agreement contained under this Agreement or under any other Transaction Document to which it is a party, or to perform its duties or obligations under the Contracts under which the Receivables arise;

any investigation, litigation or proceeding related to any Transaction Document or the use of proceeds of the Purchase or any Increase (including, without limitation, any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Seller, or by any Affiliate of the Seller, of all or any portion of the stock or substantially all the assets of any Person whether or not any Indemnified Party is a party thereto) or the ownership of the Purchased Interest or in respect of any Receivable or Related Security or other Transaction Asset;

the commingling by the Seller of Collections of Receivables at any time with other funds;

reliance on any representation or warranty made or deemed made by the Seller, the Performance Guarantor, or the Servicer (if the Seller or any Affiliate thereof) (or any of their respective officers) or any statement made

any action taken by the Seller or the Servicer (if the Seller or any Affiliate thereof) in the enforcement or collection of any Receivable or any Related Security;

any failure of the Seller to provide the Servicer with all information and documentation which is in its possession or reasonably available to it and reasonably necessary for the enforcement against any Obligor of any Receivable of such Obligor’s obligations under the Contract or other agreements relating to such Receivable;

the Seller’s failure to pay when due any Taxes payable in connection with the Receivables and their creation or satisfaction or otherwise in connection with the sale thereof pursuant to the Purchase or any Increase pursuant to this Agreement;

the inability of the Purchaser to obtain any judgement in or utilize the courts of any jurisdiction in which an Obligor may be located, which inability is caused by the Seller’s failure to qualify to do business in such jurisdiction or to file a notice of business activities report or similar report in such jurisdiction; or

the failure of any Broker/Agent to perform its collection and remittance obligations in respect of any Funded Receivable including forwarding to the applicable Carrier the amount of any advance of a Funded Receivable received by the Broker/Agent from the Seller and forwarding to the Seller or the Purchaser the amount of any Unearned Premium refund under a Funded Receivable received by the Broker/Agent from a Carrier.

Notwithstanding the provisions of Sections 8.1(a), 8.2(a) and 8.3, the Seller shall have no obligation to indemnify any Indemnified Party for any Indemnified Amounts arising out of or relating to (i) the gross negligence or wilful misconduct on the part of any Indemnified Party; (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or other Transaction Assets; (iii) Taxes on or measured by the income, overall net income or profit of such Indemnified Party (other than such Taxes imposed by any jurisdiction other than Canada or any political subdivision thereof as a result of any transactions contemplated hereby and not as a result of any other connection between such Indemnified Party and such jurisdiction imposing such Tax); (iv) any capital Taxes imposed on the date of this Agreement; (v) any Taxes imposed by reason of CIBC Mellon Trust Company, in

The Seller hereby agrees to pay, and to indemnify, protect, save and hold harmless, on an after-Tax basis, the Purchaser from and against any and all (i) Taxes which may at any time be imposed or asserted by reason of, in connection with or in respect of the Receivables or any transactions contemplated hereby or the receipt of payment under this Section 8.2, whether imposed on the Purchaser, the Seller, the Receivables, the Transaction Assets or otherwise, and whether arising by reason of the acts to be performed by the Seller hereunder or otherwise; and (ii) damages, losses, claims, liabilities and related costs and expenses of the Purchaser in connection with the imposition or assertion of any Tax described in the immediately preceding clause (i).

For purposes of this Section 8.2, in determining the additional amount necessary so that any payment hereunder is paid on an after-Tax basis, such calculation shall be based on the marginal Tax rates actually applicable to the Purchaser (calculated without taking into account any losses related to transactions other than the transactions provided for in this Agreement). All payments due pursuant to this Section 8.2 shall be paid no later than three days after written demand for such payment has been made by the Purchaser, such demand shall be accompanied by a certificate of the Purchaser setting forth in reasonable detail the computation of the amount payable under this Section 8.2 and specifying the basis therefor, which certificate shall be prima facie evidence thereof, except for the information on the applicable marginal Tax rates, which information shall be conclusive and binding for all purposes, absent manifest error. Without in any way limiting the Purchaser’s remedies, any such amount not paid when due shall bear interest at a rate equal to the Prime Rate.

If at any time:

the introduction of, or any change (including any change by way of imposition or increase of any reserve requirements or a capital tax) in, or in the interpretation or administration of, any applicable law by any court, central

the compliance by an Affected Party with any changed or introduce guideline, direction or request, or any change in the interpretation or administration thereof, made after the date hereof from or by any Authority (whether or not having the force of law); or

any Affected Party is required to post or allocate additional capital or the maintenance or allocation of capital by any Affected Party is otherwise affected by any of the following, to or from that which is maintained by any such Affected Party, pursuant to any legal or regulatory requirement, request, direction or guideline, or change in the interpretation or administration thereof (including with respect to reserve, deposit, capital adequacy, capital allocation or similar requirements) made after the date hereof (or, in the case of The Dodd-Frank Wall Street Reform and Consumer Protection Act adopted by the United States Congress on July 21, 2010 or the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority to any of them), any law, regulation, direction or guideline thereof or thereunder or enacted thereby or pursuant to the terms thereof, regardless of the date adopted, enacted or issued), from or by any Authority;

(A) increasing the costs or expenses of any Affected Party (including as a result of a change in the Affected Party's capital position), (B) reducing the rate of return (on capital or otherwise) to any Affected Party in connection with, or as a result of any Affected Party either having to raise additional capital, having to adjust the amount of capital to be maintained or incurring a deteriorated capital position, (C) requiring the payment of any Taxes on or calculated with reference to the capital or debt of the Affected Party, or (D) requiring the Affected Party to make any payment it would not otherwise be required to make, in each of such clauses (A) through (D), as such amounts relate to the advancing or funding of the Purchase or an Increase hereunder or maintaining all or any portion of the funding thereof hereunder or commitments in respect thereof; or

reducing the amount of any Funding Costs or any other fee or amount payable to the Purchaser,

A failure or delay on the part of the Purchaser or any Affected Party to demand compensation pursuant to this Section 8.3 shall not constitute a waiver of the right of the Purchaser or of such Affected Party to demand such compensation; provided, that if the Purchaser or Affected Party fails to make its demand for compensation hereunder within 90 days of the Purchaser or Affected Party becoming aware of all the circumstances entitling it to make a claim for compensation pursuant to this Section 8.3, the Seller shall not be obligated to pay any such amount which arose prior to the date which is 90 days preceding the date of such demand or is attributable to periods prior to the date which is 90 days preceding the date of such demand.

If the Purchaser or any other Affected Party shall make demand on the Seller pursuant to Section 8.3(a), the Servicer shall have the option, exercisable on notice to the Purchaser given within 30 days of receipt of the demand for payment made by the Purchaser or such Affected Party under Section 8.3(a), as applicable, to purchase from the Purchaser all, but not part, of the then outstanding Purchased Interest, which purchase shall occur on the first Settlement Date to occur after the giving of such notice by the Servicer. The purchase price in respect thereof shall be an amount equal to the sum of (x) the aggregate accrued and unpaid Funding Costs through to the date of repurchase, plus (y) the Aggregate Net Investment at the date of repurchase, payable in immediately available funds. Upon payment of such purchase price plus all other amounts payable by the Seller (whether due or accrued) hereunder or under any of the other Transaction Documents to the Purchaser at such time, the Purchaser shall automatically and without further action be deemed to sell and assign to the Servicer, without recourse, representation or warranty (express, implied, statutory or otherwise) except for the Purchaser’s warranty that such Purchased Interest is not subject to any Adverse Claim created by, through or in favour of the Purchaser, all of the Purchaser’s right, title and interest in and to such Purchased Interest. The Purchaser shall, at the Servicer’s sole expense, execute such documents and instruments of transfer and assignment, release, reconveyance or discharge, as the case may be, and take such other actions as may be reasonably requested by the Servicer to effect the sale and assignment by the Purchaser to the Servicer of such Purchased Interest pursuant to this Section 8.3(c).

No failure or delay on the part of the Purchaser in exercising any power, right or remedy under this Agreement or any of the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement or any of the other Transaction Documents shall be effective only in the specific instance and for the specific purpose for which given.

This Agreement may not be amended except by an agreement in writing between the parties hereto.

Without prior notice to the Note Rating Agencies, the Purchaser shall not agree to provide or make, as applicable:

any waiver of, or consent under, any provision of this Agreement or the Performance Guarantee; or

any amendment to this Agreement or the Performance Guarantee.

Without satisfying the Rating Agency Condition in respect of DBRS (if DBRS is a Note Rating Agency at such time), the Purchaser shall not agree to or provide:

any material waiver or material consent under any provision of this Agreement or the Performance Guarantee; or

a material amendment to this Agreement or the Performance Guarantee.

This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that neither the Seller nor the Performance Guarantor may assign any of its rights hereunder or any interest herein without the prior written consent of the Purchaser and 10 Business Days prior written notice to DBRS (if DBRS is a Note Rating Agency at such time).

This Agreement and the Purchaser’s rights and obligations herein (including the Purchased Interest) shall not be assignable by the Purchaser and its successors and permitted assigns except:

to Computershare Trust Company of Canada together with its successors and assigns pursuant to the Trust Indenture;

if no Termination Event has occurred and is continuing, to any Person, with the prior written consent of the Seller;

to any Person after the occurrence and during the continuance of a Termination Event, without the consent of the Seller; and

at any time after notice to the Seller, to the Agent or an Affiliate of the Agent (which shall include any other trust in respect of which the Agent acts as financial services agent where such trust issues asset-backed commercial paper having a rating not lower than the Purchaser),