ASSET PURCHASE AGREEMENT

Exhibit 2.2

ASSET PURCHASE AGREEMENT

DATED AS OF THE 21 ^ST DAY OF JULY, 2008

BY AND AMONG

EQ ACQUISITIONS 2003, INC., EQUILEASE FINANCIAL SERVICES, INC.,

IRWIN COMMERCIAL FINANCE CORPORATION,
EQUIPMENT FINANCE

AND

IRWIN UNION BANK AND TRUST COMPANY

Table of Contents

Table of Contents

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (“ Agreement ”), dated as of July 21, 2008 is made and entered into by and among EQ Acquisitions 2003, Inc., a Delaware corporation (“ Purchaser ”), Equilease Financial Services, Inc., a Delaware corporation (“ Purchaser Guarantor ”), Irwin Commercial Finance Corporation, Equipment Finance (“ Seller ”) and Irwin Union Bank and Trust Company (“ Guarantor ”).

WITNESSETH :

      WHEREAS , Seller is engaged in the business of originating, purchasing, and servicing small-ticket equipment loans and leases throughout the United States of America (the “ Business ”);

      WHEREAS , Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, the Assets (as hereinafter defined) upon the terms and subject to the conditions set forth in this Agreement;

      WHEREAS, in connection with the consummation of the transactions hereunder, Purchaser is requiring that Guarantor guarantee certain obligations of Seller as more fully described in this Agreement;

      WHEREAS, Seller is a wholly-owned subsidiary of Guarantor, and Guarantor has determined that the sale of the Assets by Seller to Purchaser and Guarantor’s guarantee of certain obligations of Seller as more fully described in this Agreement are in the best interests of Guarantor;

      WHEREAS , in connection with the consummation of the transactions hereunder, Seller is requiring that Purchaser Guarantor guarantee certain obligations of Seller as more fully described in this Agreement;

      WHEREAS, Purchaser is an indirect, wholly-owned subsidiary of Purchaser Guarantor, and Purchaser Guarantor has determined that the sale of the Assets by Seller to Purchaser and Purchaser Guarantor’s guarantee of certain obligations of Purchaser as more fully described in this Agreement are in the best interests of Purchaser Guarantor; and

      WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in Article XI ;

      NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

ARTICLE I
PURCHASE AND SALE OF THE ASSETS

      Section 1.01. Assets . Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, all of Seller’s right, title and interest in and to all of the properties, assets and interests in and to only the following assets of Seller (collectively, the “ Assets ”), free and clear of all Encumbrances, other than Permitted Encumbrances. The Assets shall include only the following items:

     (a) the Portfolio;

     (b) all Financed Property;

     (c) all Advances;

     (d) the Contracts identified on Schedule 1.01(d) of the Disclosure Schedules (collectively, the “ Assigned Contracts ”); and

     (e) all Files and Records relating to any item of the Portfolio, the Financed Property, the Advances and the Assigned Contracts, except to the extent required by Law to be retained by Seller.

      Section 1.02. Assumed Liabilities . At the Closing, Purchaser shall assume and agree to discharge the following Liabilities of Seller (collectively, the “ Assumed Liabilities ”):

     (a) all Liabilities of Seller under the Loan Documents or the Lease Documents arising at any time after the Closing Date (other than Liabilities arising as a result of actions or omissions by Seller prior to the Closing Date);

     (b) all Liabilities of Seller relating to the possession, ownership, use and operation of the Financed Property or any of the other Assets (except to the extent any such Assets are covered by other subsections of the Section 1.02 ) arising at any time after the Closing Date (other than Liabilities arising as a result of actions or omissions by Seller prior to the Closing Date);

     (c) those Liabilities of Seller related to the future payment or performance under the Assigned Contracts which: (A) initially accrue or arise after the Closing Date; and (b) is not the result of or caused by any breach or default of Seller or any of its Affiliates thereunder; and

     (d) all Liabilities of Seller for transfer, sales, use and other non-income Taxes arising out of the consummation of the transactions contemplated hereby.

     Any other Liabilities of Seller shall not be assumed by Purchaser and shall remain the sole and exclusive responsibility of Seller.

      Section 1.03. Purchase Price . The aggregate consideration (the “ Purchase Price ”) to be paid by Purchaser to Seller for the Assets, subject to adjustment pursuant to Section 1.04 , shall be equal to the sum of the following:

     (a) Closing Cash Payment . The aggregate cash amount to be paid by Purchaser to Seller for the Assets (the “ Closing Cash Payment ”) shall be $179,858,285 (subject to adjustment pursuant to Section 1.03(b) , Section 1.03(d) and any post-closing adjustment to take into account the items described in Section 1.04 hereof), plus interest thereon from July 1, 2008 until the Closing Date at an interest rate equal to eight and four-tenths of a percent (8.4%) per annum. The Closing Cash Payment shall be paid by Purchaser to Seller on the Closing Date provided that all required documents have been received by Purchaser and all other conditions to Purchaser’s obligation to close set forth herein have been met and fulfilled. In the event that Seller receives or has received, after June 30, 2008 (the “ Cutoff Date ”) and before the Closing Date, any payments under the Loan Documents and/or Lease Documents, Seller shall give Purchaser a credit for the amount thereof against the payment of the Closing Cash Payment. In addition, any security deposits and prepaid amounts paid by any Obligors to Seller and any broker/vendor net reserves and holdbacks and any suspense and unapplied cash shall be credited against the Closing Cash Payment and are reflected on the Disclosure Schedules. The Closing Cash Payment was calculated utilizing and based upon a spreadsheet of information on the Assets provided by Seller as of the Cutoff Date.

     (b) Additional Purchase Price Payment . In addition to the Closing Cash Payment, Seller shall be entitled to receive additional consideration for the sale of the Assets of up to a maximum of $6,000,000 determined and payable as follows:

     (i) Amount and Payment . The additional consideration shall be the positive amount (but not more than $6,000,000) by which $13,000,000 exceeds the Net Losses (as defined below) realized by Purchaser from Portfolio collections (exclusive of Taxes received) (“ Additional Purchase Price ”). The Additional Purchase Price shall be paid in monthly installments in an amount determined by multiplying (x) monthly Lease and Loan payments received by Purchaser (exclusive of taxes received) during the immediately prior month by (y) ten percent (10%) (or such higher percentage as shall become applicable under (b)(iii) below) but not in excess of the balance of the then outstanding and unpaid Additional Purchase Price. The Additional Purchase Price, if any, shall be paid in monthly installments commencing June 15, 2010 and on the fifteenth (15th) day of each calendar month thereafter until the first to occur of (i) the Net Losses exceeds $13,000,000, or (ii) Seller has received the maximum amount of Additional Purchase Price collectable as calculated in accordance with subsection (ii).

     (ii) Calculation . On or before June 10, 2010, Purchaser shall provide Seller with an initial calculation of the Additional Purchase Price for the period

commencing on the Closing Date through and including May 31, 2010 (the “ Initial Calculation ”). In the event the Initial Calculation indicates a positive difference resulting from the subtraction from $13,000,000 of the Net Losses realized by Purchaser from Portfolio collections (exclusive of Taxes) received, the Additional Purchase Price shall be calculated and payable as provided in subsection (i) above. In the event the Initial Calculation demonstrates that the difference between Net Losses and $13,000,000 is a negative number, then no Additional Purchase Price shall be payable hereunder.

     (iii) Monthly Reports. Purchaser shall thereafter provide, on or before the tenth (10th) day of each month thereafter, updated calculations of the Additional Purchase Price as of the last day of the preceding month until the right to receive the Additional Purchase Price has terminated under subsection (i). The ten percent (10%) referenced in (i) (y) above shall be reset monthly commencing July 10, 2010 to the greater of ten percent (10%) or the percentage that will equal the updated calculation of the Additional Purchase Price divided by the total Lease and Loan payments thereafter remaining to be paid (the “ Reset Percentage ”). The Reset Percentage shall be utilized in the calculation of the monthly payment for the applicable period. 

     (iv) Audit; Inspection Right and Dispute Resolution . From and after the Closing Date, Purchaser shall maintain its books, records, documents and other written evidence, consistent with its normal accounting procedures and practices, sufficient to accurately, completely and properly reflect the performance of and payments under all the Loans and Leases being purchased hereunder and the calculation of the Additional Purchase Price. Upon reasonable notice to Purchaser, Seller and its representatives will have the right, no more often than once a year and at Seller’s expense, to access, during normal business hours at the offices of the Purchaser, for the purpose of confirming, checking, reviewing, examining, auditing or verifying the accuracy of the Initial Calculation, the determination of the Net Losses, confirmation of the application of collection efforts by the Purchaser in accordance with the standards set forth in subsection (vi) below and the calculation of the Additional Purchase Price submitted to Seller pursuant to this Section 1.03(b) . In addition, Purchaser shall provide any document, record, data, or item of information reasonably requested by the Seller or its authorized representatives relating to the Loans and Leases and the calculation of the Additional Purchase Price. In the event Seller disputes the calculation of the Additional Purchase Price and the parties are unable to resolve such dispute within thirty (30) days after Seller notifies Purchaser of the dispute, the parties shall promptly thereafter cause one firm of independent accountants of nationally recognized standing reasonably satisfactory to both of Purchaser and Seller (who shall not have any material relationship with Purchaser or Seller) to promptly review any and all documentation, information and calculations of each party relating to the Additional Purchase Price for the purpose of calculating and determining the Additional Purchase Price. Such independent accountants shall deliver to Purchaser and Seller, as promptly as practicable (but in any event

within thirty (30) days after engagement by the parties), a report setting forth their calculation of the Additional Purchase Price, which shall be deemed to be the final determination of the Additional Purchase Price. Such report and calculation shall be final and binding upon Purchaser and Seller. The reasonable cost of such review and report shall, up to the first $25,000 of such cost, be split equally between Purchaser and Seller and Seller shall bear the cost of any excess above $25,000. Purchaser and Seller agree that each will cooperate with and assist the independent accountants as reasonably necessary in the preparation of the report and calculation of the Additional Purchase Price and in the conduct of the reviews referred to in this Section 1.03(b) , including the making available to the extent necessary of books, records, work papers and personnel. If it determined pursuant to this subsection (iv) that Purchaser owes Seller an additional amount to Purchaser for the Additional Purchase Price, then Seller shall remit such additional amount to Seller within five (5) days of such determination.

     (v) Interest . Any amount of Additional Purchase Price which is due and payable to Seller by Purchaser pursuant to this Section 1.03(b) shall bear interest at the rate of six percent (6%) from the Closing Date until paid. Such interest amount shall be calculated at the time of each calculation of Additional Purchase Price. Such interest (as from time to time recalculated) shall be added to and included in the Additional Purchase Price for purposes of determining the amount of the monthly payments of Additional Purchase Price hereunder.

     (vi) Collection Efforts . In connection with collection efforts relating to the amounts due by Obligors under the Portfolio, Purchaser shall use commercially reasonable efforts to make such collections, which efforts shall be consistent with the collection efforts and practices used by Purchaser in collecting under its own portfolios and industry standards

     (vii) Definition . For purposes of this Section, “ Net Losses ” shall mean losses realized under the Loans and Leases for an Obligor in the ordinary course of business for credit reasons; provided , however , that the term “Net Losses” shall not include any Indemnity Losses.

     (c) Originations between Cutoff Date and Closing . Purchaser shall also purchase from Seller, at Seller’s option exercised by written notice to Purchaser delivered no later than July 25, 2008, additional Loans and Leases (together with underlying equipment and other property covered thereby, the Loan Documents and Lease Documents relating thereto and all other right, title, interest and obligation of Seller in and to such Loans, Leases or related Loan Documents and Lease Documents, collectively the “ Additional Portfolio Assets ”)) originated by Seller between the Cutoff Date and July 25, 2008; provided , however , that such Additional Portfolio Assets shall comply with and be subject to the representations and warranties of Seller in this Agreement, and Purchaser shall not be obligated to purchase Additional Portfolio Assets in excess of an aggregate $4,500,000 of the net funded amount with respect to the subject Loans and Leases of the Additional Portfolio Assets. The purchase price for the Additional Portfolio Assets purchased hereunder shall be a cash amount mutually agreed upon by Seller and

Purchaser which shall be between 85% and 95% of the net funded amount of each of the Loans and Leases included in the Additional Portfolio Assets. Such Additional Portfolio Assets shall be deemed included within the definition of Portfolio and in the definitions of Loans, Leases, Lease Documents and Loan Documents for all purposes of this Agreement and such purchase price payable for the Additional Portfolio Assets shall be added to the Purchase Price and paid as a part of the Closing Cash Payment.

     (d) Escrow and Incomplete Files .

     (i) To the extent there is an Incomplete File (as defined below) relating to any Loan or Lease to be purchased by Purchaser hereunder, the parties agree that each Loan or Lease relating to such Incomplete Files (each, a “ Holdback Transaction ”) shall nonetheless be transferred to and purchased by Purchaser at Closing provided that the portion of the Closing Cash Payment with respect to each Holdback Transaction shall not be paid to Seller at Closing, but shall instead be paid into escrow as provided below.

     (ii) For each Holdback Transaction, the portion of the Closing Cash Payment attributable thereto shall be an amount equal to the value of the applicable Holdback Transaction (which shall be the “net investment” amount reflected on the Disclosure Schedules) multiplied by seventy-seven percent (77%) (a “ Holdback Transaction Cash Payment ”), and the aggregate amount of the Holdback Transaction Cash Payments shall be paid at Closing into escrow (“ Escrow Amount ”), to be held in an interest-bearing account by a mutually agreeable independent institutional escrow agent (to be determined prior to Closing by the parties and approved by Purchaser’s financing source, Varde Investment Partners, L.P. (“ Escrow Agent ”). The Escrow Amount shall be held by the Escrow Agent pursuant to an escrow agreement (“ Escrow Agreement ”) mutually agreed upon among the parties, Varde Investment Partners, L.P. and the Escrow Agent prior to Closing and containing the provisions set forth in subsections (iii) and (iv) below.

     (iii) The Escrow Agreement shall provide, among other customary terms and conditions, that if (A) Seller delivers to the Custodian as defined below) the applicable Missing File Item(s) (as defined below) from an Incomplete File with respect to a given Holdback Transaction and (B) the Custodian thereupon delivers a Custodian Receipt (as defined below) with respect to such Holdback Transaction to Purchaser, then the Escrow Agent shall release to Seller the portion of the Escrow Amount that represents the applicable Holdback Transaction Cash Payment (plus interest earned thereon while in the escrow account).

     (iv) The Escrow Agreement shall terminate on the one hundred twentieth (120 ^th ) day after Closing (the “ Post-Closing Escrow Period ”). In the event that Seller is unable to deliver the applicable Missing File Item(s) for any Holdback Transaction during the Post-Closing Escrow Period, then, at Purchaser’s option, either:

     (A) Seller shall repurchase such Holdback Transaction from Purchaser, the Holdback Transaction Cash Payment with respect thereto (plus interest earned thereon while in the escrow account) shall be released by the Escrow Agent to Purchaser (it being understood that the release of such proceeds shall constitute the repurchase price for such Holdback Transaction), Purchaser shall deliver a Bill of Sale in substantially the form attached hereto as Exhibit A transferring the Holdback Transaction to Seller along with the applicable Files and Records, and Purchaser shall pay to Seller seventy seven percent (77%) of any cash receipts paid by the applicable Obligor under such Holdback Transaction which were paid or credited to Purchaser at or subsequent to the Closing; or

     (B) Purchaser shall retain such Holdback Transaction, whereupon the Escrow Agent shall release to Seller the applicable Holdback Transaction Cash Payment (plus interest earned thereon while in the escrow account), and Seller shall indemnify Purchaser for any Indemnity Losses then or thereafter incurred by Purchaser as a direct result of the failure of Seller to deliver (x) the subject Missing File Item(s), or (y) a copy, if also missing from the Incomplete File, of the invoice, pay proceeds letter, dealer order or other analogous document indicating the related Financing Equipment was shipped to the Obligor (a “ Proof of Payment ”), and, in each case, such indemnification obligation shall continue until the Missing File Items and/or Proof of Payment, if applicable, are delivered to the Custodian and it delivers a Custodian Receipt to Purchaser with respect thereto;

provided , however , that, if the Escrow Amount at the end of the Post Closing Escrow Period is less than five percent (5%) of $179,858,285, then only the provisions of clause Section 1.03(d)(iv)(B) above shall apply to Incomplete Files, and Purchaser shall have no right to require Seller to repurchase such Holdback Transactions.

For purposes of this Agreement, an “ Incomplete File ” shall mean a Loan or Lease file as to which the Custodian Receipt does not reflect the existence of all of the documents referenced in subsections (i), (ii), (iv), (v) (to the extent that it relates to any guaranty of a Loan or Lease not included in subsection (i)) or (vi) of the “Specified Documents File” requirements set forth in Schedule 1 of the Custodian Receipt form attached hereto as Exhibit E, and a “ Missing File Item ” shall mean any such document that is missing from such file.

     (e) Assumption of Liabilities . Purchaser shall assume the Assumed Liabilities, as set forth in Section 1.02 .

     The Closing Cash Payment shall be paid at Closing by wire transfer of immediately available funds to an account designated in writing by Seller at least two (2) Business Days prior to the Closing Date.

      Section 1.04. Adjustments to Purchase Price .

     (a) During the sixty (60) day period after the Closing Date (the “ Adjustment Period ”), the parties shall, with each other’s cooperation and assistance, make any adjustments to with respect to the amounts paid pursuant to Section 1.03(a) and Section 1.03(c) (a “ Purchase Price Adjustment ”) based on the receipt or discovery of information by Purchaser or Seller regarding a financial transaction involving the Assets which (i) occurred prior to the Closing Date, (ii) affects the amounts paid pursuant to Section 1.03(a) and Section 1.03(c) , and (ii) was unposted, unaccounted for on or before the Closing Date or in error. Any Purchase Price Adjustment proposed by a party must be delivered within the Adjustment Period to the other party in writing (“ Adjustment Notice ”) setting forth in reasonable detail the calculation of the Proposed Purchase Adjustment. In the event no Adjustment Notice is delivered by either party, then no Purchase Price Adjustment shall be made.

     (b) To the extent an Adjustment Notice has been delivered in accordance with Section 1.04(a) and the parties are unable to resolve any dispute relating to the proposed Purchase Price Adjustment within thirty (30) days after the expiration of the Adjustment Period (a “ Dispute ”), the parties shall promptly thereafter cause one firm of independent accountants of nationally recognized standing reasonably satisfactory to both of Purchaser and Seller (who shall not have any material relationship with Purchaser or Seller) to promptly review any and all documentation, information and calculations of each party relating to the Dispute for the purpose of calculating and determining the Purchase Price Adjustment, if any. Such independent accountants shall deliver to Purchaser and Seller, as promptly as practicable (but in any event within thirty (30) days after engagement by the parties), a report setting forth their calculation of the Purchase Price and the Purchase Price Adjustment, if any, which shall be deemed to be the final Purchase Price Adjustment. Such report and calculation shall be final and binding upon Purchaser and Seller. The cost of such review and report shall be split equally between Purchaser and Seller. Purchaser and Seller agree that each will cooperate with and assist the independent accountants as reasonably necessary in the preparation of the report pursuant to this Section 1.04(b) and the calculation of the Purchase Price Adjustment and in the conduct of the reviews referred to in this Section 1.04 , including the making available to the extent necessary of books, records, work papers and personnel.

     (c) Payment by Purchaser or Seller.

     (i) If the amount of the Purchase Price Adjustment as determined pursuant to Section 1.04 increases the amounts which should have been paid at Closing pursuant to Section 1.03(a) , Section 1.03(c) or subsequently paid pursuant to Section 1.03(d) , then Purchaser shall pay to Seller the amount of the Purchase Price Adjustment.

     (ii) If the amount of the Purchase Price as determined pursuant to Section 1.04 decreases the amounts which should have been paid at Closing pursuant to Section 1.03(a) , Section 1.03(c) or subsequently paid pursuant to Section

1.03(d) , then Seller shall pay to Purchaser the amount of the Purchase Price Adjustment.

Any payment made pursuant to this Section 1.04(b) shall be made within five (5) calendar days after the final determination of the Purchase Price Adjustment by wire transfer of immediately available funds to an account designated in writing by Seller or Purchaser, as applicable.

     (d) The Purchase Price as determined pursuant to Section 1.03 and Section 1.04 shall be the “ Final Purchase Price ”.

      Section 1.05. Intentionally deleted .

      Section 1.06. Accrued Payments . Seller shall hold in trust for the benefit of Purchaser, and shall pay to Purchaser in immediately available funds within three (3) Business Days following receipt, any and all Lease and Loan payments received by Seller after the Closing Date with respect to the Assets. Purchaser shall hold in trust for the benefit of Seller, and shall pay to Seller in immediately available funds as soon as practicable following receipt, any and all such payments received by Purchaser after the Closing Date to the extent not included in the Assets purchased by Purchaser.

      Section 1.07. “As Is Where Is” Transaction . Purchaser hereby acknowledges and agrees that, notwithstanding anything to the contrary herein, except as expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to any of the Assets. Without in any way limiting the foregoing, Seller hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Assets or the Business. Purchaser further acknowledges that Purchaser has conducted an independent inspection and investigation of the condition of all portions of the Assets and all other matters relating to or affecting any of the Assets as Purchaser deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, Purchaser is doing so based upon such independent inspections and investigations and the representations and warranties expressly set forth herein. Accordingly, except as expressly set forth in this Agreement, Purchaser will accept the Assets on the Closing Date “AS IS” and “WHERE IS”.

      Section 1.08. True Sale . The parties hereto intend that the sale, transfer and assignment of the Assets hereunder constitutes a true sale and assignment of the Assets such that any interest in the Assets would not be property of Seller’s estate in the event Seller or any affiliate thereof becomes a debtor in a case under any bankruptcy or other insolvency Law. Seller will treat the transfer of the Assets as a sale for accounting, tax and all other purposes, take no actions inconsistent with the Purchaser’s ownership of the Assets and on and as of the Closing Date indicate on its books, records and statements that the Assets have been sold, transferred, assigned and conveyed to the Purchaser. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing, it is intended by the Seller and Purchaser that the interest conveyed constitute, and it shall constitute, a grant of a first priority perfected security interest under the Uniform Commercial Code by the Seller to the Purchaser to secure the Purchase Price

and, in such event, this Agreement constitutes a “security agreement” under all applicable law with respect thereto. Purchaser is authorized to file one or more Uniform Commercial Code financing statements or other evidences of its interests with respect to the Assets transferred hereunder meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets to Purchaser (and any continuation statements as are required by applicable state law).

ARTICLE II
CLOSING

      Section 2.01. Closing Date . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at Ice Miller LLP, One American Square, Suite 2900, Indianapolis, Indiana 46282, at 10:00 a.m. eastern daylight time on July 29, 2008 or at such other place and time, or on such other date, as may be mutually agreed to by the parties (the “ Closing Date ”). Subject to the provisions of Article VIII , failure to consummate the transactions contemplated by this Agreement on the date and time and at the place determined pursuant to this Section 2.01 shall not result in the termination of this Agreement and shall not relieve any party of any obligation under this Agreement. In such a situation, the Closing shall occur as soon as practicable, subject to Article VIII . The parties hereto acknowledge and agree that all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

      Section 2.02. Deliveries by Seller . Subject to fulfillment or waiver of the conditions set forth in Section 3.01 , at the Closing, Seller shall deliver possession of all of the Assets to Purchaser, and Seller shall deliver (or cause to be delivered) to Purchaser originals or copies, if specified, of the following:

     (a) counterparts of all Related Agreements to which Seller is a party and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to this Agreement or any of the Related Agreements to which Seller is a party, duly executed by Seller;

     (b) a Certificate of Existence of each of the Seller and Guarantor issued by the Indiana Secretary of State, dated within ten (10) calendar days of the Closing;

     (c) copies of resolutions adopted by the Board of Directors and shareholder of Seller authorizing and approving the execution and delivery of this Agreement and the Related Agreements to which Seller is a party and the consummation of the transactions contemplated hereby, certified to be true, complete, correct and in full force and effect by the Secretary of Seller;

     (d) copies of resolutions adopted by the Board of Directors of the Guarantor authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Seller;

     (e) copies of the certified articles of incorporation of each of Seller and Guarantor, including all amendments thereto, certified as true, complete and correct by the Secretary of each of Seller and Guarantor, and a copy of the bylaws of each of Seller and Guarantor, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of each of Seller and Guarantor;

     (f) a certificate, dated the Closing Date, duly executed by an officer of Seller pursuant to Sections 3.02(b) and 3.02(c) of this Agreement;

     (g) a certificate, dated as of the Closing Date, duly executed by Seller acknowledging delivery by Purchaser of the items set forth in Section 2.03 of this Agreement;

     (h) evidence of the releases of all Encumbrances on the Assets, other than Permitted Encumbrances, each in form and substance reasonably satisfactory to Purchaser;

     (i) evidence of insurance coverage for the property covered by the Loans and Leases in form reasonably acceptable to Purchaser;

     (j) each original Note, duly endorsed for transfer to Purchaser. In the event Seller does not have the original of any Note in its possession, Seller shall deliver to Purchaser a certified copy of such Note (endorsed as provided above) together with a lost note affidavit and indemnification with respect thereto;

     (k) each other Loan Document or Lease Document including original certificates of title for all vehicles (except as otherwise provided in the custodial receipt referenced in subsection (m) below);

     (l) a transition services agreement in the form attached hereto as Exhibit C (the “ Transition Services Agreement ”);

     (m) subject to the provisions of Section 1.03(d) , possession of the Files and Records through possession thereof by a custodian reasonably acceptable to Purchaser (the “ Custodian ”) who agrees to hold same for Purchaser’s benefit from and after the Closing and who executes and delivers to Purchaser at Closing a custodial receipt (the “ Custodian Receipt ”) reflecting such custodian’s possession and verification of the Files and Records in substantially the form attached hereto as Exhibit E ;

     (n) such other documents as Purchaser may reasonably request relating to the purpose of otherwise facilitating the consummation or performance of the transactions contemplated by this Agreement or any of the Related Agreements including ‘goodbye letters’ to Obligors, powers of attorney from Seller in favor of Purchaser with respect to transfers of title and liens on titled vehicles included in the Assets, transfer and assignment to Purchaser of the lockbox in which payments under Leases and Loans are being remitted; and

     (o) a written opinion of counsel from Seller’s general counsel (containing customary assumptions and qualifications) as to the corporate status and due authorization with respect to the Seller and Guarantor, enforceability of the Agreement and Related Agreements as such relates to the Seller and Guarantor, and that the transaction is exempt from the notification requirements under the Hart-Scott Rodino Act as such relates to Seller.

      Section 2.03. Deliveries by Purchaser . Subject to fulfillment or waiver of the conditions set forth in Section 3.02 , at the Closing, Purchaser shall deliver (or cause to be delivered) to Seller originals, or copies if specified, of the following agreements, documents and other items:

     (a) the Closing Cash Payment, payable to Purchaser, and any Escrow Amount payable to the Escrow Agent as provided in Section 1.03 ;

     (b) counterparts of each of the Related Agreements to which Purchaser is a party and counterparts of all agreements, documents and instruments required to be delivered by Purchaser pursuant to this Agreement or any of the Related Agreements to which Purchaser is a party, duly executed by Purchaser;

     (c) copies of all the resolutions adopted by the Board of Directors of Purchaser authorizing and approving the execution and delivery of this Agreement and of the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;

     (d) copies of resolutions adopted by the Board of Directors of the Purchaser Guarantor authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;

     (e) a Certificate of Good Standing of each of Purchaser and Purchaser Guarantor issued by the Secretary of State of the State of Delaware, dated within ten (10) calendar days of the Closing;

     (f) true and complete copies of the certified certificate of incorporation of each of Purchaser and Purchaser Guarantor, including all amendments thereto, certified as true, complete and correct by the Secretary of Purchaser, and a copy of the Bylaws of Purchaser, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of Purchaser;

     (g) a certificate executed by the Secretary of Purchaser acknowledging delivery by Seller of the items set forth in Section 2.02 of this Agreement; and

     (h) a certificate, dated the Closing Date, duly executed by the an officer of Purchaser pursuant to Sections 3.01(b) and 3.01(c) of this Agreement.

ARTICLE III
CONDITIONS PRECEDENT

      Section 3.01. Conditions Precedent to Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived in writing by Seller (in its sole and absolute discretion):

     (a) Deliveries by Purchaser . Purchaser shall have made delivery to Seller of the items specified in Section 2.03 .

     (b) Representations and Warranties of Purchaser . All representations and warranties made by Purchaser and Purchaser Guarantor (considered collectively and individually) in this Agreement shall be true and correct in all material respects (except for those representations and warranties qualified as to materiality, which shall be true and correct in all respects) on and as of the Closing Date as if made by Purchaser and Purchaser Guarantor on such date (except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date), and Seller shall have received a certificate to that effect from Purchaser and Purchaser Guarantor dated as of the Closing Date.

     (c) Performance of the Obligations of Purchaser . Purchaser shall have performed, complied with or fulfilled in all material respects all of the covenants, agreements, obligations and conditions required under this Agreement and each of the Related Agreements to which it is a party to be performed, complied with or fulfilled by Purchaser on or prior to the Closing Date, and Seller shall have received a certificate to that effect from Purchaser dated as of the Closing Date.

     (d) Legal Proceedings . Neither Purchaser nor Seller shall be subject to any injunction, preliminary restraining order or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement or any of the Related Agreements.

     (e) No Violation of Orders . There shall not be any preliminary or permanent injunction or other order issued by any Governmental Entity that declares this Agreement or any of the Related Agreements invalid or unenforceable in any respect or prevents or attempts to prevent the consummation of the transactions contemplated hereby or thereby.

     (f) Required Approvals . There shall have been received all consents and approvals necessary to permit the consummation of the transactions contemplated by this Agreement, including required consents and approvals of any Governmental Entity, each of which is listed on Section 3.01(f) of the Disclosure Schedules.

      Section 3.02. Conditions Precedent to Obligations of Purchaser . The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived in writing by Purchaser (in its sole and absolute discretion):

     (a) Deliveries by Seller . Seller shall have made delivery to Purchaser of the items specified in Section 2.02 .

     (b) Representations and Warranties of Seller and Guarantor . All representations and warranties made by Seller and Guarantor in this Agreement (considered collectively and individually) shall be true and correct in all material respects on and as of the Closing Date as if made by Seller and Guarantor on and as of such date (except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date), after giving effect to any Disclosure Schedule Updates (provided that no such Disclosure Schedule Updates shall materially adversely alter or affect the information disclosed in the original Disclosure Schedule), and Purchaser shall have received a certificate to that effect from Seller and Guarantor dated as of the Closing Date.

     (c) Performance of the Obligations of Seller . Seller shall have performed, complied with or fulfilled in all material respects all covenants, agreements, obligations and conditions (considered collectively and individually) required by this Agreement and each of the Related Agreements to which it is a party to be performed, complied with or fulfilled by Seller on or prior to the Closing Date, and Purchaser shall have received a certificate to that effect from Seller dated as of the Closing Date.

     (d) Legal Proceedings . Seller shall not be subject to any injunction, preliminary restraining order or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement or any of the Related Agreements.

     (e) No Violation of Orders . There shall be no preliminary or permanent injunction or other order issued by any Governmental Entity which declares this Agreement or any of the Related Agreements invalid or unenforceable in any respect or prevents or attempts to prevent the consummation of the transactions contemplated hereby or thereby.

     (f) Required Approvals . There shall have been received all consents and approvals necessary to permit the consummation of the transactions contemplated by this Agreement, including required consents and approvals of any Governmental Entity, each of which is listed on Section 3.01(f) of the Disclosure Schedules.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER AND GUARANTOR

     Seller hereby represents and warrants to Purchaser on the date hereof and on the Closing Date as set forth below in Sections 4.01 through 4.11 , inclusive. Guarantor hereby represents and warrants to Purchaser on the date hereof and on the Closing Date as set forth below in Sections 4.01 through 4.03 , inclusive. The representations and warranties made by Seller and Guarantor below are subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Seller and Guarantor concurrently with the execution of this Agreement,

dated as of the date hereof, as amended by the Disclosure Schedule Updates (as defined in Section 6.05 ) (the “ Disclosure Schedules ”).

      Section 4.01. Organization; Power . Each of Seller and Guarantor is a corporation duly organized and in existence under the Laws of the State of Indiana, for which all reports required to be filed with the Indiana Secretary of State have been filed, and for which no articles of dissolution have been filed with the Indiana Secretary of State . Seller is qualified as a foreign corporation to transact business in, and in good standing under the Laws of, the states of identified in Section 4.01 of the Disclosure Schedules, and is not required to be qualified as a foreign corporation in any other state or jurisdiction, except where such nonqualification does not have and would not reasonably be expected to have a material and adverse effect on the Assets.

      Section 4.02. Authorization and Validity of Agreement . The execution, delivery and performance of this Agreement and any and all Related Agreements to which Seller and/or Guarantor is a party have been authorized by all necessary corporate action on the part of Seller and Guarantor. Each of Seller and Guarantor has the corporate power and corporate authority to enter into, execute and deliver this Agreement and each of the Related Agreements to which it is a party, to consummate the transactions contemplated by this Agreement and each of the Related Agreements to which it is a party, to perform all of its obligations under this Agreement and each of the Related Agreements to which it is a party, and to comply with and fulfill the terms and conditions of this Agreement and each of the Related Agreements to which it is a party. This Agreement and each of the Related Agreements to which it is a party have been duly executed and delivered by Seller and Guarantor and constitute Seller’s and Guarantor’s legal, valid and binding obligation, enforceable against Seller and Guarantor in accordance with their respective terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by general principles of equity.

      Section 4.03. No Conflict or Violation .

     (a) The execution, delivery and performance of this Agreement by Seller and Guarantor do not and shall not violate or conflict with any provision of the Articles of Incorporation, Bylaws or other Governing Documents of Seller or Guarantor, respectively.

     (b) The execution, delivery and performance of this Agreement by Seller and Guarantor does not and shall not: (i) violate in any material respect any provision of Law applicable to Seller, Guarantor or the Business; (ii) except as set forth on Section 4.03(b) of the Disclosure Schedules, violate or result in a material breach of or constitute (with or without due notice or lapse of time or both) a material default under any contract, consent order or other instrument or obligation to which Seller or Guarantor is a party, or by which Seller’s or Guarantor’s assets or properties may be bound; (iii) result in the imposition of any Encumbrance or restriction on the Business or any of the Assets, cause the maturity of any material liability, obligation or debt of Seller or Guarantor to be accelerated or increased (with or without due notice or lapse of time or both), except for

such violations, breaches or defaults which do not and would not reasonably be expected to adversely affect the Assets; or (iv) except as set forth on Section 4.03(b) of the Disclosure Schedules, require any notice to, filing with or consent, authorization or approval from any Governmental Entity or any other Person.

      Section 4.04. The Loans and Notes .

     (a) Section 4.04 of the Disclosure Schedules contains a true and accurate list of the Loans, by Obligor, current interest rate, monthly payment, original and remaining term, any security deposits, and outstanding balance as of the date hereof, and indicates whether and to what extent any payment (or part thereof) on any Loan is more than 30 days past due or whether any Loan is otherwise in default.

     (b) With respect to each Loan and the corresponding Note, except as set forth on Section 4.04(b) of the Disclosure Schedules:

     (i) Each Note and the other Loan Documents are enforceable in accordance with their terms, subject only to bankruptcy, insolvency and similar Laws and all payments due thereunder as set forth on the Disclosure Schedules are absolute and unconditional obligations of the subject Obligor and not subject to any right of rescission, set-off, abatement, diminution, or counterclaim or defense, including the defense of usury, and no such right of rescission, set-off-abatement, diminution, or reasonable counterclaim or defense has been asserted with respect thereto;

     (ii) (A) Except as set forth on Section 4.04(b) of the Disclosure Schedules, no Loan has been prepaid fully or partially; (B) all payments required to be made for such Loan under the terms of the Note have been made when due; and (C) the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Obligor, for the payment of any amount required by the Loan;

     (iii) All interest, fees and other charges payable with respect to such Note conform in all material respects with all applicable Laws of the jurisdiction governing such Note;

     (iv) To the Knowledge of Seller (subject to the disclosures set forth on Section 4.04(b)(iv) of the Disclosure Schedules), no Obligor with respect to a Note or any other Loan Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or any substantial part of its property, (D) been adjudicated insolvent, or (E) taken action for the purpose of authorizing any of the foregoing;

     (v) Any and all requirements of any federal, provincial, territorial or local Law, rule and/or regulation including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, foreign entity qualification or disclosure laws applicable to Seller with respect to the origination, closing and servicing of each Loan have been complied with by Seller in all material respects; and

     (vi) The proceeds of each Loan have been fully disbursed and there is no obligation or requirement for future advances thereunder by the Seller, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with.

     (c) Except as set forth on Section 4.04(c) of the Disclosure Schedules, there is no default, breach, violation or event of acceleration existing under any Note or the related Loan Documents and, to Seller’s Knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation or event of acceleration; and the Seller has not waived any default, breach, violation or event of acceleration.

     (d) With respect to each Loan and the corresponding Note, except as set forth on Section 4.04(d) of the Disclosure Schedules:

     (i) There is no pending or, to the Seller’s Knowledge, threatened litigation with respect to any Loan which would adversely affect the rights of Purchaser to enforce such Loan or otherwise obtain the benefits contemplated with respect to each Loan;

     (ii) With respect to each Loan, the Seller is in possession of complete Files and Records and the Seller has made available to Purchaser all such Files and Records related to the Loans. All loans are recourse to the applicable Obligor. No credit has previously been given to any Obligor which was granted for the purpose of concealing past or present delinquency;

     (iii) Each Loan Document is correct and complete in all material respects and constitutes a valid and binding obligation of the Seller (to the extent the Seller is a party thereto) and is in full force and effect subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and to general equity principles;

     (iv) Each Loan was originated, closed and serviced by Seller in compliance with the relevant Loan Documents in all material respects, and the Seller is not, and has received no written notice alleging that it is, in breach or default under any of them;

     (v) Each Security Document is a good and valid instrument and creates either: (i) a valid first priority perfected lien in favor of Seller, as specified on Section 4.04(d)(v) of the Disclosure Schedule, against the property therein described and enforceable in accordance with its terms ; or (ii) marketable title in the name of Seller

to the Financed Property free and clear of any Encumbrances, other than Permitted Encumbrances;

     (vi) To Seller’s Knowledge, the Loan Documents were executed by the Person (or Persons) purported to be the Obligor. To Seller’s Knowledge, each party thereto was of full age and legal capacity to contract at the time of execution; and

     (vii) No property encumbered by a Security Document has been released from the related lien.

      Section 4.05. The Leases and Lease Documents .

     (a) Section 4.05(a) of the Disclosure Schedules contains a true and accurate list of the Leases, by Obligor, monthly payment, original and remaining term and outstanding balance as of the date hereof and indicates whether and to what extent any payment (or part thereof) on any Leases is more than 30 days past due or whether any Leases is otherwise in default.

     (b) Except as set forth in Section 4.05(b) of the Disclosure Schedules:

     (i) Each Lease Agreement and the other Lease Documents are enforceable in accordance with their terms, subject only to bankruptcy, insolvency and similar Laws and all payments due thereunder as set forth on the Disclosure Schedules are absolute and unconditional obligations of the subject Obligor and are not subject to any right of rescission, set-off, abatement, diminution, or counterclaim or defense, including the defense of usury, and no such right of rescission, set-off-abatement, diminution, or reasonable counterclaim or defense has been asserted with respect thereto;

     (ii) (A) Except as set forth in Section 4.05(b) of the Disclosure Schedules, no Lease has been prepaid fully or partially; (B) all payments required to be made for such Lease under the terms of the Lease Agreement have been made when due; and (C) the Seller has not advanced funds, or induces, solicited or knowingly received any advance of funds from a party other than the Obligor, for the payment of any amount required by the Lease.

     (iii) All rent payments, fees and other charges payable with respect to such Lease Agreement conform in all material respects with all applicable Laws;

     (iv) To the Knowledge of Seller (subject to the disclosures set forth on Section 4.05(b)(iv) of the Disclosure Schedules), no Obligor with respect to a Lease Agreement or any other Lease Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or any substantial

part of its property, (D) been adjudicated insolvent, or (E) taken action for the purpose of authorizing any of the foregoing; and

     (v) Any and all requirements of any federal, provincial, territorial or local Law, rule and/or regulation applicable to the Seller with respect to the origination, closing and servicing of each Lease have been complied with in all material respects.

     (c) Except as set forth on Section 4.05(c) of the Disclosure Schedules, there is no default, breach, violation or event of acceleration existing under any Lease Agreement or the related Lease Documents and to the Seller’s Knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation or event of acceleration; and the Seller has not waived any default, breach, violation or event of acceleration.

     (d) With respect to each Lease and the corresponding Lease Documents, except as set forth on Section 4.05(d) of the Disclosure Schedules,

     (i) There is no pending or, to Seller’s Knowledge, threatened litigation with respect to any Lease which would adversely affect the rights of Purchaser to enforce such Lease or otherwise obtain the benefits contemplated with respect to each Lease.

     (ii) With respect to each Lease, the Seller is in possession of complete Files and Records and the Seller has made available to Purchaser all such Files and Records related to the Leases. All Leases are recourse to the applicable Obligor. No credit has previously been given to any Obligor which was granted for the purpose of concealing past or present delinquency;

     (iii) Each Lease Document is correct and complete in all material respects and constitutes a valid and binding obligation of the Seller (to the extent the Seller is a party thereto) and is in full force and effect subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and to general equity principles;

     (iv) Each Lease was originated, closed and serviced in compliance with the relevant Lease Documents in all material respects, and the Seller is not, and has received no written notice alleging that it is, in breach or default under any of them;

     (v) As to each Lease and item of Financed Property, Seller is vested with, and is conveying to Purchaser, full title