ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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This Asset Purchase Agreement involves

IRWIN FINANCIAL CORP | IRWIN COMMERCIAL FINANCE CANADA CORPORATION | IRWIN COMMERCIAL FINANCIAL CANADA CORPORATION | Irwin Union Bank | Onset Alberta Ltd | RoyNat Inc

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Indiana Date: 11/10/2008
Industry: Regional Banks Law Firm: Ice Miller Sector: Financial

ASSET PURCHASE AGREEMENT, Parties: irwin financial corp , irwin commercial finance canada corporation , irwin commercial financial canada corporation , irwin union bank , onset alberta ltd , roynat inc

Exhibit 2.4

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

DATED AS OF THE 23 ^nd DAY OF JULY, 2008

BY AND AMONG

ROYNAT INC.

AND

IRWIN COMMERCIAL FINANCE CANADA CORPORATION

AND

ONSET ALBERTA LTD.

AND

IRWIN UNION BANK AND TRUST COMPANY

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“ Agreement ”), dated as of July 23, 2008, is made and entered into by and among RoyNat Inc., a Canada corporation (“ Purchaser ”), Irwin Commercial Finance Canada Corporation, a British Columbia, Canada corporation (“ Irwin Canada ”), Onset Alberta Ltd., an Alberta, Canada corporation (“ Onset ”, and collectively with Irwin Canada, “ Seller ”) and Irwin Union Bank and Trust Company, an Indiana banking corporation (“ Parent ”).

WITNESSETH:

WHEREAS , Seller is engaged in the business of originating, purchasing, securitizing and servicing small-ticket equipment leases and conditional sales contracts throughout Canada (collectively, the “ Business ”);

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

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

WHEREAS , the First Closing Assets and the Second Closing Assets (collectively, the “ Assets ”) represent substantially all of the assets of Seller;

WHEREAS , Irwin Canada is a direct, wholly-owned subsidiary of Parent;

WHEREAS , Purchaser is a direct, wholly-owned subsidiary of The Bank of Nova Scotia; and

WHEREAS , capitalized terms not defined in the body of this Agreement shall have the meanings ascribed to them in Article 12 ;

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:

ARTICLE 1 — PURCHASE AND SALE OF THE ASSETS

1.01 Assets

Upon the terms and subject to the conditions set forth in this Agreement and on the basis of and subject to the representations, warranties, covenants and agreements herein contained, at the First 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, to and under:

(a)

Effective as of the First Effective Time, the following assets, free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the “ First Closing Assets ”):

	(i)		the Portfolio;

	(ii)		all Lease Receivables and all CSC Receivables;

	(iii)		all rights in, to and under the Premier Insurance Program;

	(iv)		all rights in, to and under the Corporate Insurance Policies as a loss payee thereunder;

	(v)		all Financed Property; and

	(vi)		all Files and Records relating to any item in the Portfolio or the Financed Property.

(b)

Effective as of the Second Effective Time, all of the other properties, assets and interests of Seller (whether tangible or intangible) of any kind, nature, character and description Related to the Business, whether real, personal or mixed, whether accrued, contingent or otherwise, that are owned, leased or licensed by Seller as of the Second Effective Time, other than the Excluded Assets, free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the “ Second Closing Assets ”). For greater certainty, the Second Closing Assets shall include:

	(i)		all Inventories;

	(ii)		all Equipment and Machinery;

	(iii)		all rights in, to and under the Assigned Equipment Leases;

	(iv)		all rights in, to and under the Assigned Contracts (other than the Premier Insurance Program and the Corporate Insurance Policies);

	(v)		all Intangible Assets, other than goodwill related to the Excluded Assets;

	(vi)		all Intellectual Property Assets, other than the Excluded Intellectual Property Assets;

	(vii)		all prepaid expenses;

	(viii)		stationery, forms and invoices, brochures, advertising materials and similar items, but excluding all of the Excluded Assets;

	(ix)		the Real Property Leases;

	(x)		all Files and Records;

	(xi)		all accounts receivable Related to the Business other than accounts receivable related to the Excluded Assets;

	(xii)		all rights and interests under or pursuant to all warranties, representations and guarantees, express, implied or otherwise, of or made by suppliers or others in connection with any or all of the foregoing or the Assumed Liabilities or otherwise Related to the Business, other than any such rights and interests related to the Excluded Assets or the Excluded Liabilities; and

	(xiii)		all proceeds of any or all of the foregoing received or receivable after the Second Effective Time.

1.02 Excluded Assets

Notwithstanding any other provision of this Agreement to the contrary, any and all of the property, assets and interests of Seller that are not Assets shall remain the sole property of Seller and are excluded from the Assets (collectively, the “ Excluded Assets ”). For greater certainty, the Excluded Assets shall include:

	(a)		all Cash and Cash Equivalents;

	(b)		all securities issued by any Person and owned by Seller, other than any securities that are, as of the First Closing Date, pledged as security for any Asset;

	(c)		all Derivatives;

	(d)		all financial statements, Tax Returns and other Tax records and related information of Seller;

	(e)		all rights in, to and under all insurance policies not Related to the Business, if any;

	(f)		the stock records, minute books and corporate seal (if any) of Seller;

	(g)		the shares of capital stock of Irwin Canada and Onset held in treasury and the shares of Onset held by Irwin Canada;

	(h)		photocopies of all Employee records, Key Employee records and other records that Seller is required by Applicable Law to retain in its possession;

	(i)		all deferred Tax assets, all claims for refund of Taxes and other governmental charges of whatever nature;

	(j)		all rights in connection with and assets of the Benefit Plans;

	(k)		all rights of Seller under this Agreement and under the Related Agreements;

	(l)		all rights of Seller to any deposits and prepaid expenses pertaining to the Excluded Assets;

	(m)		all insurance benefits, including rights and proceeds, arising from or relating to the First Closing Assets or the Assumed First Closing Liabilities prior to the First Effective Time;

	(n)		all insurance benefits, including rights and proceeds, but excluding benefits, right and proceeds of the Premier Insurance Program, arising from or relating to the Second Closing Assets or the Assumed Second Closing Liabilities prior to the Second Effective Time;

	(o)		all claims of Seller against third parties relating to the First Closing Assets or the Assumed First Closing Liabilities, whether choate or inchoate, known or unknown, contingent or non-contingent, arising from or relating to any occurrence, event or circumstance occurring any time prior to the First Effective Time;

	(p)		all claims of Seller against third parties relating to the Second Closing Assets or the Assumed Second Closing Liabilities, whether choate or inchoate, known or unknown, contingent or non-contingent, arising from or relating to any occurrence, event or circumstance occurring any time prior to the Second Effective Time;

	(q)		all recoveries not paid on or prior to the Second Closing Date relating to any Proceedings relating to the Second Closing Assets and in respect of matters arising from or relating to matters occurring any time prior to the Second Effective Time;

	(r)		all rights and actions against third parties relating to any of the Excluded Assets or any of the Excluded Liabilities, including under insurance policies;

	(s)		the Intercompany Agreements;

	(t)		the trade-marked Irwin stylized “i” logo, the “Onset Alberta” name and mark, the “Irwin” name and mark and any variations of such name and mark used or formerly used in connection with the Business, including “Irwin Commercial Finance”, “Irwin Business Finance”, “Irwin Equipment Finance”, and “Irwin Franchise Capital”, and all domain names and internet protocol addresses, whether or not used or currently in service, all of which are set forth in Section 1.02(t) of the Disclosure Schedules (including the owner thereof) (collectively, the “ Excluded Intellectual Property Assets ”), and any goodwill associated therewith; provided, that certain of the Excluded Intellectual Property Assets shall be licensed to Purchaser pursuant to the License Agreement ;

	(u)		the Intercompany Receivables; and

	(v)		the Excluded Items.

1.03 Assumed Liabilities

(a)

Effective as of the First Effective Time, Purchaser shall assume and agree to discharge only the following Liabilities of Seller related to the First Closing Assets (collectively, the “ Assumed First Closing Liabilities ”):

	(i)		those Liabilities of Seller under the CSC Documents and the Lease Documents arising out of or relating to any time after the First Effective Time;

	(ii)		those Liabilities of Seller with respect to the Deposits;

	(iii)		those Liabilities of Seller under the Premier Insurance Program or the Corporate Insurance Policies solely as they relate to Purchaser as a loss payee arising out of or relating to any time after the First Effective Time; and

	(iv)		those Liabilities of Seller with respect to the First Closing Transfer Taxes.

(b)

Effective as of the Second Effective Time, Purchaser shall assume and agree to discharge only the following Liabilities of Seller relating to the Second Closing Assets:

	(i)		those Liabilities of Seller under the Assigned Contracts (other than the Premier Insurance Program) arising out of or relating to any time after the Second Effective Time; and

	(ii)		those Liabilities of Seller with respect to the Second Closing Transfer Taxes

(collectively, the “ Assumed Second Closing Liabilities ” and, collectively with the Assumed First Closing Liabilities, the “ Assumed Liabilities ”).

1.04 Excluded Liabilities

Notwithstanding any other provision of this Agreement to the contrary, any and all Liabilities of Seller, Parent or any of their respective Affiliates that are not Assumed Liabilities (collectively, the “ Excluded Liabilities ”) shall not be assumed by Purchaser, are excluded from the Assumed Liabilities and shall remain the sole and exclusive liability, obligation and responsibility of Seller, Parent or their respective Affiliates, as applicable. For greater certainty, the Excluded Liabilities shall include:

(a)

any Liability for Taxes arising out of the operation of the Business at or prior to the Second Effective Time, including:

	(i)		any Taxes arising out of or relating to Seller’s operation of the Business or ownership of the Assets at or prior to the Second Effective Time;

	(ii)		any Liability for Taxes under the Income Tax Act or any other Taxes whatsoever that are or may become payable by Seller, including any Taxes arising out of or relating to the sale and transfer of the Assets pursuant to this Agreement (but excluding any Liability for First Closing Transfer Taxes and Second Closing Transfer Taxes); and

	(iii)		any deferred Taxes of any nature,

			provided, however, that the Excluded Liabilities shall not include any Liability for Taxes arising out of or relating to the ownership of the First Closing Assets after the First Effective Time;

	(b)		any Liability arising out of or relating to Seller’s credit facilities or any security interest related thereto;

	(c)		any environmental, health and safety Liabilities arising out of or relating to the operation of the Business or Seller’s leasing or operation of the Leased Real Property, in each case, at or prior to the Second Effective Time;

	(d)		any employment Liability, including any Liability under the Benefit Plans in respect of Seller’s Employees, Key Employees, former employees, officers and directors;

	(e)		any Liability to distribute to any of Seller’s shareholders or otherwise apply all or any part of the consideration received hereunder;

	(f)		any Liability arising out of or relating to any Proceeding arising out of or relating to any occurrence, event or circumstance happening or existing at or prior to: (i) the First Effective Time (whether or not such Proceeding is brought or initiated prior to, at or after the First Effective Time) relating to the First Closing Assets or the Assumed First Closing Liabilities; and (ii) the Second Effective Time (whether or not such Proceeding is brought or initiated prior to, at or after the Second Effective Time) relating to the Second Closing Assets or the Assumed Second Closing Liabilities;

	(g)		any Liability of Seller under this Agreement or any of the Related Agreements;

	(h)		any Liability for Intercompany Payables or any Liability owing by Seller to an Affiliate of Seller or Parent;

	(i)		any Liability arising prior to or at (i) the First Effective Time in respect of the First Closing Assets, or (ii) the Second Effective Time in respect of the Second Closing Assets;

	(j)		any Liability arising out of or relating to the Securitization Transactions or the Securitization Documents, including, in each case, the termination thereof;

	(k)		any Undisclosed Liabilities;

	(l)		any Liability arising out of or relating to any or all of the Excluded Assets; and

	(m)		any Liability arising out of or relating to fraud of Seller, Parent or any of their respective Affiliates.

1.05 Purchase Price

(a)

The aggregate consideration (the “ Purchase Price ”) to be paid by Purchaser to Seller for the Assets shall be equal to:

(i)

the sum of the following:

	(A)		the Estimated Net Portfolio Value, calculated in a manner consistent with the sample calculation attached hereto as Exhibit 1.05 , subject to adjustment pursuant to Section 1.06 below; plus

	(B)		$3,750,000 in Canadian Dollars, subject to adjustment in the event of Material Portfolio Change since May 31, 2008 (such amount, as adjusted, the “ Additional Portfolio Amount ”); plus

	(C)		$3,750,000 in Canadian Dollars, subject to adjustment in the event of a Material Portfolio Change between May 31, 2008 and the First Closing Date (the “ Holdback Amount ”); and

(ii)

the assumption by Purchaser of the Assumed Liabilities.

	(b)		The Estimated Net Portfolio Value and the Additional Portfolio Amount shall be payable by Purchaser on the First Closing Date by wire transfer of immediately available funds in Canadian Dollars to an account or accounts designated in writing by Seller, which account or accounts shall be designated at least two (2) Business Days prior to the First Closing Date.

	(c)		The Holdback Amount shall be payable by Purchaser on the Second Closing Date by wire transfer of immediately available funds in Canadian Dollars to an account or accounts designated in writing by Seller, which account or accounts shall be designated at least two (2) Business Days prior to the Second Closing Date.

	(d)		The Assumed First Closing Liabilities shall be assumed by Purchaser at the First Closing pursuant to an Assignment and Assumption Agreement.

	(e)		The Assumed Second Closing Liabilities shall be assumed by Purchaser at the Second Closing pursuant to an Assignment and Assumption Agreement.

	(f)		By no later than three (3) Business Days prior to the First Closing Date, Seller and Purchaser shall have jointly prepared in good faith an estimated Closing Date Balance Sheet, together with a calculation, using the data set forth in such estimated Closing Date Balance Sheet, setting forth an amount equal to the Net Portfolio Value as at 11:59 p.m. EDT (the “ Close of Business ”) on the day prior to the First Closing Date (the “ Estimated Net Portfolio Value ”).

	(g)		Following the First Closing, Purchaser or Seller, as applicable, shall pay any adjustment to the Estimated Net Portfolio Value pursuant to Section 1.06 .

1.06 Adjustments to Purchase Price

	(a)		Closing Date Balance Sheet . Within twenty (20) Business Days following the First Closing Date, Purchaser shall prepare and deliver to Seller the Closing Date Balance Sheet. Using the data set forth in such Closing Date Balance Sheet, Purchaser shall prepare a statement of the Net Portfolio Value as of the Close of Business on the day prior to the First Closing Date calculated in a manner consistent with the sample calculation attached hereto as Exhibit 1.05 , in detail reasonably acceptable to Seller (the “ Closing Date Net Portfolio Value Statement ”) showing as of the Close of Business on the day prior to the First Closing Date Purchaser’s determination of the Net Portfolio Value (the “ Purchaser’s Final Net Portfolio Value Determination ”) and the proposed amount, if any, by which the Estimated Net Portfolio Value is to be adjusted as a result thereof. Purchaser shall complete such Closing Date Net Portfolio Value Statement within twenty (20) Business Days after the First Closing Date and, upon completion, shall deliver a copy to Seller.

	(b)		Seller’s Notification . As promptly as practicable, but in no event later than fifteen (15) Business Days after receipt of the Closing Date Net Portfolio Value Statement, Seller shall notify Purchaser in writing whether it accepts or disputes the accuracy of Purchaser’s Final Net Portfolio Value Determination. During such fifteen (15) Business Day period, Seller and its representatives shall be provided with such access to all Files and Records and the Key Employees as they may reasonably request to respond to the Closing Date Net Portfolio Value Statement. If Seller accepts Purchaser’s Final Net Portfolio Value Determination or if Seller fails within such fifteen (15) Business Day period to notify Purchaser of any dispute with respect thereto, Purchaser’s Final Net Portfolio Value Determination shall be deemed final and conclusive and binding upon all parties.

	(c)		Dispute Notice . If Seller disputes the calculation of Purchaser’s Final Net Portfolio Value Determination, Seller shall give timely written notice (the “ Dispute Notice ”) to Purchaser no later than fifteen (15) Business Days following the receipt of the Closing Date Net Portfolio Value Statement, which Dispute Notice shall specify the reasons for such disagreement, the amounts of any adjustments that are necessary in Seller’s good faith judgment for the computation of Purchaser’s Final Net Portfolio Value Determination and the basis for Seller’s suggested adjustment. If the parties resolve their differences over the disputed items, the final Net Portfolio Value determination (as so determined or as determined pursuant to Seller’s acceptance in accordance with Section 1.06(b) or by the Independent Auditor pursuant to this Section 1.06(c) , as the case may be, the “ Final Net Portfolio Value ”), shall be the amount agreed upon. If Purchaser and Seller are unable to resolve all disputed matters within fifteen (15) Business Days after the delivery of a Dispute Notice (or such longer period as Purchaser and Seller may mutually agree in writing), all disputed matters raised by Seller not so resolved shall be submitted to Deloitte & Touche LLP or if Deloitte & Touche LLP cannot act in such matter, another nationally recognized accounting firm that is independent of the parties hereto, is not the auditor for Purchaser, The Bank of Nova Scotia, Seller or Parent, is mutually agreeable to Purchaser and Seller and has significant experience in the commercial

			finance industry (the “ Independent Auditor ”), for final resolution in accordance with the terms and provisions of this Agreement. Purchaser and Seller shall use their respective Best Efforts to cause the Independent Auditor to make its determination as soon as possible, but in no event later than fifteen (15) Business Days after the submission to it of the disputed matters. In no event shall the Independent Auditor’s determination of the Final Net Portfolio Value be greater than Purchaser’s determination pursuant to Section 1.06(a) or less than Seller’s determination pursuant to Section 1.06(b) . If possible, the Independent Auditor shall make its determination based solely on presentations by Purchaser and Seller; provided, that if the Independent Auditor is unable to reach a conclusion on that basis, the Independent Auditor shall review such additional information and perform such additional procedures as the Independent Auditor reasonably deems necessary. In any event, the Independent Auditor’s determination shall be limited to matters of dispute which are raised by Seller in the Dispute Notice. In the event a party does not comply with the procedural and time requirements contained herein or such other procedural or time requirements as the parties otherwise agree to in writing, the Independent Auditor shall render a decision based solely on the evidence it has which was timely provided by the parties. The Independent Auditor’s determination shall be final, binding and conclusive upon the parties hereto. The Independent Auditor’s resolution of any such disagreement shall be reflected in a written report, which shall be delivered promptly to Purchaser and Seller. All fees, costs, expenses and disbursements of the Independent Auditor shall be paid by the party with whose determination the Independent Auditor does not agree; provided, however, that if the Independent Auditor’s determination represents a compromise between the determination of Purchaser and Seller, then each party shall pay fifty percent (50%) of such fees, costs, expenses and disbursements. If a retainer is required by the Independent Auditor, the retainer shall be split equally between Seller and Purchaser; provided, however, that the retainer shall be considered part of the fees, costs and expenses of such Independent Auditor and if either party has paid a portion of such retainer, such party shall be entitled to be reimbursed by the other party to the extent required by this Section 1.06(c) . Any payment to be made as a consequence of the Independent Auditor’s decision shall be made, free and clear of any deductions, not later than three (3) Business Days after the receipt of such report by each of Purchaser and Seller.

	(d)		Payment by Purchaser . In the event that the amount of the Final Net Portfolio Value is greater than the Estimated Net Portfolio Value, then Purchaser shall, within five (5) Business Days after the determination thereof, pay to Seller an amount equal to such difference, by wire transfer of immediately available funds in Canadian Dollars to an account designated in writing by Seller.

	(e)		Payment by Seller . In the event that the Final Net Portfolio Value is less than the Estimated Net Portfolio Value, then Seller shall, within five (5) Business Days after the determination thereof, pay to Purchaser an amount equal to such difference, by wire transfer of immediately available funds in Canadian Dollars to an account designated in writing by Purchaser.

1.07 Allocation of Purchase Price

At or prior to the First Closing, the parties shall agree to a preliminary allocation of the Purchase Price among the Assets (the “ Preliminary Allocation ”). Purchaser and Seller agree that the values so attributed to the Assets are the respective fair market values thereof, and each party shall report the sale and purchase of the Assets for all Tax purposes in a manner consistent with such allocation. The parties hereto agree that the Preliminary Allocation shall be modified to reflect any adjustments made pursuant to this Agreement or the payment of any indemnification claims under Article 8 as mutually agreed upon by Purchaser and Seller in good faith (and, if applicable, consistent with the prior allocation of similar items). The parties shall file any appropriate amendment to reflect any adjustments made to the Preliminary Allocation as provided in this Section 1.07 . Purchaser and Seller each agree not to assert, in connection with any Tax Return, audit or similar proceeding, any allocation of the Purchase Price that differs from the allocation set forth in the Preliminary Allocation, as it may be modified pursuant to this provision.

1.08 Assignment of Contracts

If required by Applicable Law or the terms thereof to effect the proper and valid assignment to and assumption by Purchaser of any CSC Document, Lease Document, Assigned Contract, or other Contract to be assigned to and assumed by Purchaser pursuant to this Agreement (each, a “ Restricted Contract ”) without breach or violation thereof, Seller and Parent agree to use their Best Efforts to obtain, prior to the First Effective Time with respect to any CSC Document or Lease Document and with respect to the Premier Insurance Program and the Corporate Insurance Policies or prior to the Second Effective time with respect to any Assigned Contract or such other Contract to be assigned to and assumed by Purchaser, the consent, waiver, authorization or approval, as applicable, of each other party to any such Restricted Contract necessary to permit the assignment to and assumption by Purchaser of all the Restricted Contracts as at the First Effective Time or the Second Effective Time, as applicable. Nothing in this Agreement or any of the Related Agreements shall be deemed to constitute an assignment or an attempt to assign any Restricted Contract if the attempted assignment thereof without the consent, waiver, authorization or approval, as applicable, of each other party to such Restricted Contract would constitute a breach thereof or affect in any way the rights of Seller or Parent thereunder. Subject to Section 3.02 , in the event Seller or Parent fails to obtain any such consent, waiver, authorization or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the material benefits of use of any and all Restricted Contracts for which Seller or Parent has not obtained the consent, waiver, authorization or approval, as applicable, for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of Purchaser of any and all rights of Seller or Parent against a third party thereunder). Subject to Section 3.02 , to the extent permitted by Applicable Law, if any requisite consent, waiver, authorization or approval, as applicable, has not been obtained at or prior to the First Effective Time or the Second Effective Time, as the case may be, the applicable Restricted Contract will be held by Seller or Parent in trust for the benefit of Purchaser and Purchaser will perform the obligations of Seller or Parent thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the Restricted Contract immediately after receipt by Seller thereof. When such consent, waiver, authorization or approval is obtained, Seller or Parent shall promptly assign, transfer, convey and deliver such Restricted Contract to Purchaser, and Purchaser shall assume the obligations under such Restricted Contract from and after the First Effective Time or the Second Effective time, as the case

may be, pursuant to a special-purpose assignment and assumption agreement substantially similar in terms and conditions to those set forth in the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, with the parties each being responsible for their own respective costs and expenses incurred in connection with the preparation thereof).

ARTICLE 2 — CLOSING

2.01 Closing Date

The closing of the transactions contemplated by Section 1.01(a) and Section 1.03(a) of this Agreement (the “ First Closing ”) shall take place at the offices of Purchaser’s counsel in Toronto, Ontario, at 10:00 a.m. eastern daylight time (“ EDT ”) on July 30, 2008 or at such other place and time, or on such other date, as may be mutually agreed to by the parties, subject in each case to the satisfaction or waiver of the conditions set forth in Section 3.01(a) and the satisfaction or waiver of the conditions set forth in Section 3.02(a) (the “ First Closing Date ”). The closing of the transactions contemplated by Section 1.01(b) and Section 1.03(b) of this Agreement (the “ Second Closing ”) shall take place at the offices of Purchaser’s counsel in Toronto, Ontario, at 10:00 a.m. EDT on September 30, 2008 or at such other place and time, or on such earlier date, as may be mutually agreed to by the parties, subject in each case to the satisfaction or waiver of the conditions set forth in Section 3.01(b) and the satisfaction or waiver of the conditions set forth in Section 3.02(b) (“ Second Closing Date ”). Subject to the provisions of Article 9 , failure to consummate the transactions contemplated by this Agreement on the applicable 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 First Closing or the Second Closing, as applicable, shall occur as soon as practicable, subject to Article 9 . The parties acknowledge and agree that, except as otherwise specifically set forth herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the First Closing or the Second Closing, as applicable, 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.

2.02 Deliveries by Seller

(a)

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

(i)

evidence, in form and substance approved in advance by Purchaser:

	(A)		of the termination of the Securitization Transactions and the Securitization Documents; and

	(B)		that, after giving effect to such termination of the Securitization Transactions and the Securitization Documents:

	(I)		all of the Securitized Leases, Securitized CSCs and other property and assets subject to the Securitization Transactions (collectively, the “ Securitized Assets ”) have been absolutely reassigned or otherwise conveyed to Seller or the concurrent leases entered into under the Securitization Documents in respect of the Securitized Leases have been terminated and that Seller has title thereto free and clear of all Encumbrances, other than Permitted Encumbrances;

	(II)		effective as of the time of such termination, there will be a discharge or other binding release of all Encumbrances registered against Seller or otherwise attaching to the Securitized Assets or Financed Property in connection with or pursuant to the Securitization Transactions, including the release of all Encumbrances in the Securitized Assets in favour of any indenture trustee, note trustee or other secured creditor of any assignor of Securitized Assets under clause (I) above (each such discharge or release to be addressed to and capable of being relied upon by Purchaser and its assignees, and otherwise in form and substance approved in advance by Purchaser, acting reasonably) or such other documentation as the parties may agree; and

	(III)		there will be perfection of the reassignments and conveyances contemplated in clause (I) above under applicable personal property security legislation; and

	(ii)		an acknowledgement, in form and substance reasonably satisfactory to Purchaser, addressed to Purchaser and Seller and executed by each of the applicable trusts confirming the termination of each Securitization Transaction and each Securitization Document to which, in each case, they were a party and confirming in each case that they have no interest in the related Securitized Assets, or such other documentation as the parties may agree.

	(iii)		a counterpart of the First Closing Related Agreements and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to the First Closing Related Agreements, duly executed by Seller;

	(iv)		copies of each notice, consent, waiver, authorization and approval required in connection with the assignment or transfer of the Premier Insurance Program and the Corporate Insurance Policies (including, in the case of the Corporate Insurance Policies, all requisite documentation to add Purchaser as a loss payee thereunder), each in form and substance reasonably satisfactory to Purchaser;

	(v)		clearance certificates issued under section 6 of the Retail Sales Tax Act (Ontario), section 99 of the British Columbia Social Service Tax Act , section 45 of the Tax Administration and Miscellaneous Taxes Act (Manitoba), section 51 of the Revenue and Financial Services Act (Saskatchewan) and section 56 of the Revenue Tax Act , 1988 (PEI), covering the period up to the First Closing Date; provided , however , that in the event that any such certificate is not received by Seller prior to the First Closing despite Seller’s Best Efforts, then Seller shall deliver such certificate to Purchaser promptly upon receipt;

	(vi)		a Certificate of Good Standing of Irwin Canada issued by the British Columbia Registrar of Companies and a Certificate of Status of Onset issued by the Alberta Registrar of Corporations, in each case dated within three (3) Business Days prior to the First Closing Date;

	(vii)		copies of all the resolutions adopted by the each of the boards of directors and shareholder of each of Irwin Canada and Onset and the board of directors of Parent authorizing and approving the execution and delivery of this Agreement and the transactions contemplated hereby, certified to be true, complete, correct and in full force and effect by the Secretary or other officer thereof;

	(viii)		true and complete copies of the certified articles of incorporation of each of Irwin Canada, Onset and Parent, including all amendments thereto, and a copy of the bylaws of each of them, including all amendments thereto, in each case, certified to be true, complete and correct and in full force and effect by the Secretary or other officer thereof;

	(ix)		a certificate, dated the First Closing Date, duly executed by an officer of Seller and Parent pursuant to Sections 3.02(a)(ii) and 3.02(a)(iii) of this Agreement;

	(x)		a favourable opinion of Davis LLP, as counsel to Seller, reasonably acceptable to Purchaser as to (i) Seller’s existence and corporate capacity, (ii) that each of this Agreement and the First Closing Related Agreements to which it is a party have been duly authorized, executed and delivered by Seller and, subject only to customary assumptions, limitations, exceptions and qualifications, constitutes under the laws of the Province of Ontario a valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms, and (iii) that all necessary consents, waivers, authorizations and approvals of, and all registrations, declarations and filings with, any Governmental Entity having jurisdiction over Seller which are required under the laws of the Provinces of British Columbia, Alberta, Ontario and Quebec and the federal laws of Canada applicable in those Provinces for the execution and delivery by Seller of this Agreement and each of the First Closing Related Agreements to which it is a party and the

performance by Seller of its obligations hereunder and thereunder have been obtained;

	(xi)		a favourable opinion of Blake, Cassels & Graydon LLP, as counsel to Seller, addressing customary matters for a transaction of similar nature to the termination of the Securitization Transactions and the Securitization Documents, including that all necessary security registrations have been made;

	(xii)		a favourable opinion of Ice Miller LLP, as counsel to Parent, reasonably acceptable to Purchaser, subject to customary assumptions, qualifications, limitations and exceptions in transactions of a similar size and nature in the United States, as to (i) due organization and valid existence of Parent; (ii) Parent’s requisite power and authority, (iii) due authorization, execution and delivery of this Agreement and the First Closing Related Agreements to which Parent is a party, and (iv) that no consents, approvals or authorizations of, and no registrations or filings with, any governmental authority or regulatory body of the State of Indiana for the execution and delivery by Parent of this Agreement and the First Closing Related Agreements to which it is a party and the performance by Parent of its financial obligations hereunder and thereunder except any approvals and actions that have already been obtained or taken;

	(xiii)		evidence of the release of all Encumbrances on the First Closing Assets, other than Permitted Encumbrances, each in form and substance reasonably satisfactory to Purchaser;

	(xiv)		subject to the last sentence of Section 13.04 hereof, all such other documents and instruments as Purchaser may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement or any of the First Closing Related Agreements;

	(xv)		the list of Employees referred to in Section 11.03(f);

	(xvi)		the Closing Tape;

	(xvii)		the Preliminary Allocation pursuant to Section 1.07; and

	(xviii)		a funding memorandum, duly executed by Seller.

(b)

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

	(i)		counterparts of all Second Closing Related Agreements to which Seller is a party and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to any of the Second Closing Related Agreements to which Seller is a party, in each case duly executed by Seller;

	(ii)		copies of each notice, consent, waiver, authorization and approval listed in Section 2.02(b)(ii) of the Disclosure Schedules, each in form and substance reasonably satisfactory to Purchaser (the “ Seller Material Consents ”);

	(iii)		clearance certificates issued under section 6 of the Retail Sales Tax Act (Ontario), section 99 of the British Columbia Social Service Tax Act , section 45 of the Tax Administration and Miscellaneous Taxes Act (Manitoba), section 51 of the Revenue and Financial Services Act (Saskatchewan) and section 56 of the Revenue Tax Act , 1988 (PEI), covering the period up to the Second Closing Date; provided , however , that in the event that any such certificate is not received by Seller prior to the Second Closing despite Seller’s Best Efforts, then Seller shall deliver such certificate to Purchaser promptly upon receipt;

	(iv)		a Certificate of Good Standing of Irwin Canada issued by the British Columbia Registrar of Companies and a Certificate of Status of Onset issued by the Alberta Registrar of Corporations, in each case dated within three (3) Business Days prior to the Second Closing Date;

	(v)		true and complete copies of the certified articles of incorporation of each of Irwin Canada, Onset and Parent, including all amendments thereto, and a copy of the bylaws of each of them, including all amendments thereto, in each case, certified to be true, complete and correct and in full force and effect by the Secretary or other officer thereof;

	(vi)		a certificate, dated the Second Closing Date, duly executed by an officer of Seller and Parent pursuant to Sections 3.02(a)(ii) and 3.02(a)(iii) of this Agreement;

	(vii)		a favourable opinion of Davis LLP, as counsel to Seller, reasonably acceptable to Purchaser as to (i) Seller’s existence and corporate capacity, (ii) that each of this Agreement and the Second Closing Related Agreements to which it is a party have been duly authorized, executed and delivered by Seller and, subject only to customary assumptions, limitations, exceptions and qualifications, constitutes under the laws of the Province of Ontario a valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms, and (iii) that all necessary consents, waivers, authorizations and approvals of, and all registrations, declarations and filings with, any Governmental Entity having jurisdiction over Seller which are required under the laws of the Provinces of British Columbia, Alberta, Ontario and Quebec and the federal laws of Canada applicable in those Provinces for the execution and delivery by Seller of this Agreement and

each of the Second Closing Related Agreements to which it is a party and the performance by Seller of its obligations hereunder and thereunder have been obtained.

	(viii)		a favourable opinion of Ice Miller LLP, as counsel to Parent, reasonably acceptable to Purchaser, subject to customary in assumptions, qualifications, limitations and exceptions in transactions of a similar size and nature in the United States, as to (i) due organization and valid existence of Parent; (ii) Parent’s requisite power and authority, (iii) due authorization, execution and delivery of this Agreement and the Second Closing Related Agreements to which Parent is a party, and (iv) that no consents, approvals or authorizations of, and no registrations or filings with, any governmental authority or regulatory body of the State of Indiana for the execution and delivery by Parent of this Agreement and the Second Closing Related Agreements to which it is a party and the performance by Parent of its financial obligations hereunder and thereunder except any approvals and actions that have already been obtained or taken;

	(ix)		evidence of the release of all Encumbrances on the Second Closing Assets, other than Permitted Encumbrances, each in form and substance reasonably satisfactory to Purchaser; and

	(x)		subject to the last sentence of Section 13.04 hereof, all such other documents and instruments as Purchaser may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement or any of the Second Closing Related Agreements.

2.03

Deliveries by Purchaser

(a)

First Closing Deliveries . Subject to the satisfaction or waiver of the conditions set forth in Section 3.02(a) , at the First Closing, Purchaser shall deliver (or cause to be delivered) to Seller originals, or copies if specified, of the following:

	(i)		the Estimated Net Portfolio Value plus the Additional Portfolio Amount, payable as provided in Section 1.05(b) ;

	(ii)		counterparts of each of the First Closing Related Agreements to which Purchaser is a party and counterparts of all agreements, documents and instruments required to be delivered by Purchaser pursuant to any of the First Closing Related Agreements to which it is a party, in each case duly executed by Purchaser;

	(iii)		copies of all the resolutions adopted by the board of directors of Purchaser 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 or other officer thereof;

	(iv)		a Certificate of Compliance of Purchaser issued by Industry Canada dated within three (3) Business Days prior to the First Closing Date;

	(v)		true and complete copies of the certified articles of incorporation of Purchaser, including all amendments thereto, 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 or other officer thereof;

	(vi)		the Preliminary Allocation pursuant to Section 1.07 ; and

	(vii)		certificates, dated the First Closing Date, duly executed by an officer of Purchaser pursuant to Sections 3.01(a)(ii) and 3.01(a)(iii) of this Agreement.

(b)

Second Closing Deliveries . Subject to the satisfaction or waiver of the conditions set forth in Section 3.02(b) , at the Second Closing, Purchaser shall deliver (or cause to be delivered) to Seller originals, or copies if specified, of the following:

	(i)		the Holdback Amount, payable as provided in Section 1.05(c) ;

	(ii)		counterparts of each of the Second Closing Related Agreements to which Purchaser is a party and counterparts of all agreements, documents and instruments required to be delivered by Purchaser pursuant to any of the Second Closing Related Agreements to which it is a party, in each case duly executed by Purchaser;

	(iii)		a Certificate of Compliance of Purchaser issued by Industry Canada dated within three (3) Business Days prior to the Second Closing Date;

	(iv)		true and complete copies of the certified articles of incorporation of Purchaser, including all amendments thereto, 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 or other officer thereof; and

	(v)		certificates, dated the Second Closing Date, duly executed by an officer of Purchaser pursuant to Sections 3.01(b)(ii) and 3.01(b)(iii) of this Agreement.

2.04 Bulk Sales Waiver and Indemnity

Purchaser waives compliance by Seller with the provisions of the Bulk Sales Act (Ontario) and similar legislation, if any, in other jurisdictions. Each of Parent and Seller agree to indemnify, on a joint and several basis, and save Purchaser fully harmless against, and will reimburse or compensate, on a joint and several basis, Purchaser for, any damages, losses, obligations, Liabilities, claims, penalties, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses) incurred by or asserted against Purchaser directly or indirectly arising from, in connection with or related in any manner whatsoever to the failure by Seller or Purchaser to comply with such bulk sales legislation. Any rights accruing to Purchaser under this Section 2.04 shall be in addition to, and independent of, the rights of indemnification under Article 8 and any

payments made to Purchaser under this Section 2.04 shall not be subject to any of the limitations of Article 8 .

ARTICLE 3 — CONDITIONS PRECEDENT

3.01 Conditions Precedent to Obligations of Seller

(a)

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

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

	(ii)		Representations and Warranties of Purchaser . All representations and warranties made by Purchaser in this Agreement (considered collectively and individually) shall be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) on and as of the First Closing Date as if made by Purchaser 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), and Seller shall have received a certificate to that effect from Purchaser dated as of the First Closing Date.

	(iii)		Performance of the Obligations of Purchaser . Purchaser shall have performed, complied with or fulfilled all of the covenants, agreements, obligations and conditions (considered collectively and individually) required by this Agreement to be performed, complied with or fulfilled by Purchaser on or prior to the First Closing Date, and Seller shall have received a certificate to that effect from Purchaser dated as of the First Closing Date.

	(iv)		Legal Proceedings . None of Purchaser, The Bank of Nova Scotia, Seller or Parent shall be subject to any injunction, 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.

	(v)		No Violation of Orders . There shall be no 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.

	(vi)		Required Approvals . There shall have been received all consents, waivers, authorizations and approvals of any Governmental Entity necessary to permit

			the consummation of the transactions contemplated by this Agreement, including any consents, waivers, authorizations and approvals required pursuant to any provision of the Competition Act, each of which is listed in Section 3.01(a)(vi) of the Disclosure Schedules.

	(vii)		Termination of Securitization Transactions and Securitization Documents . All of the Securitization Transactions and the Securitization Documents shall have been duly terminated.

	(viii)		Release of Parent Guarantees . Seller shall have received evidence, in form and substance satisfactory to it, of the release of Irwin Financial Corporation from its obligations under the Parent Guarantees in respect of the relevant Securitization Documents.

(b)

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

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

	(ii)		Representations and Warranties of Purchaser . All representations and warranties made by Purchaser in this Agreement (considered collectively and individually) shall be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) on and as of the Second Closing Date as if made by Purchaser 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), and Seller shall have received a certificate to that effect from Purchaser dated as of the Second Closing Date.

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

	(iv)		Legal Proceedings . None of Purchaser, The Bank of Nova Scotia, Seller or Parent, shall be subject to any injunction, 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.

	(v)		No Violation of Orders . There shall be no 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.

	(vi)		Required Approvals . There shall have been received all consents, waivers, authorizations and approvals of any Governmental Entity necessary to permit the consummation of the transactions contemplated by this Agreement to be completed at the Second Closing, including any consents, waivers, authorizations and approvals required pursuant to any provision of the Competition Act, each of which is listed in Section 3.01(a)(vi) of the Disclosure Schedules.

3.02 Conditions Precedent to Obligations of Purchaser

(a)

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

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

	(ii)		Representations and Warranties of Seller and Parent . All First Closing Representations and Warranties (considered collectively and individually) shall be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) on and as of the First Closing Date as if made by Seller and Parent 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) and Purchaser shall have received a certificate to that effect from each of Seller and Parent dated as of the First Closing Date.

	(iii)		Performance of the Obligations of Seller and Parent . Seller and Parent shall have performed, complied with or fulfilled all covenants, agreements, obligations and conditions (considered collectively and individually) required by this Agreement to be performed, complied with or fulfilled by Seller or Parent on or prior to the First Closing Date, and Purchaser shall have received a certificate to that effect from each of Seller and Parent dated as of the First Closing Date.

	(iv)		Legal Proceedings . None of Seller, Parent, Purchaser or The Bank of Nova Scotia shall be subject to any injunction, 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. Since the date of this Agreement, there shall not have been commenced against Seller, or against any direct or indirect majority shareholder of Seller, any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or any Related Agreement, or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the transactions contemplated by this Agreement or any Related Agreement.

	(v)		No Violation of Orders . There shall be no 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.

	(vi)		Required Approvals . There shall have been received all consents, waivers, authorizations and approvals of any Governmental Entity necessary to permit the consummation of the transactions contemplated by this Agreement, including any consents, waivers, authorizations and approvals required pursuant to any provision of the Competition Act, each of which is listed in Section 3.01(a)(vi) of the Disclosure Schedules.

	(vii)		Termination of Securitization Transactions and Securitization Documents . The Securitization Transactions and the Securitization Documents shall have been duly terminated.

	(viii)		Termination of Securcor Securitization . Seller shall have delivered to Purchaser evidence in form and substance reasonably satisfactory to Purchaser, of the termination of the Securcor Securitization.

	(ix)		No Material Adverse Change . During the First Interim Period, there shall have been no Material Adverse Change.

	(x)		Master Tapes . The Pre-Closing Tape and the Closing Tape shall have been delivered to Purchaser in accordance with this Agreement and each shall be in form and substance satisfactory to Purchaser in its sole discretion.

	(xi)		No Extraordinary Decline in Value . No extraordinary decline in the value of the Portfolio and no significant deterioration in the quality of the Portfolio or the Business shall have occurred during the First Interim Period.

	(xii)		Reputation . No matter shall have occurred in relation to the Business or the Portfolio which could adversely affect the reputation of the Business or Purchaser.

	(xiii)		Employment Agreements . Purchaser shall have finalized and entered into employment agreements with each of the Key Employees in form and substance reasonably satisfactory to Purchaser.

(b)

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

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

	(ii)		Representations and Warranties of Seller and Parent . All Second Closing Representations and Warranties (considered collectively and individually) shall be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) on and as of the Second Closing Date as if made by Seller and Parent 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) and Purchaser shall have received a certificate to that effect from each of Seller and Parent dated as of the Second Closing Date.

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

	(iv)		Legal Proceedings . None of Seller, Parent, Purchaser or The Bank of Nova Scotia shall be subject to any injunction, restraining order or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement to be completed at the Second Closing or any of the Second Closing Related Agreements. Since the date of this Agreement, there shall not have been commenced against Seller, or against any direct or indirect majority shareholder of Seller, any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or any Related Agreement, or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the transactions contemplated by this Agreement to be completed at the Second Closing or any Second Closing Related Agreement.

	(v)		No Violation of Orders . There shall be no 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.

	(vi)		Required Approvals . There shall have been received all consents, waivers, authorizations and approvals of any Governmental Entity necessary to permit the consummation of the transactions contemplated by this Agreement to be completed at the Second Closing, including any consents, waivers, authorizations and approvals required pursuant to any provision of the Competition Act, each of which is listed in Section 3.01(a)(vi) of the Disclosure Schedules.

	(vii)		No Material Adverse Change . During the Second Interim Period, there shall have been no Material Adverse Change.

	(viii)		Due Diligence . Purchaser shall be satisfied with the results of its due diligence investigation with respect to the Second Closing Assets and Assumed Second Closing Liabilities, including interviews with selected staff and management of Seller.

	(ix)		Reputation . No matter shall have occurred in relation to the Business (as it exists immediately following the First Closing) or the Portfolio which could adversely affect the reputation of the Business (as it exists immediately following the First Closing) or Purchaser.

	(x)		Excluded Items . Each of the Excluded Items, and all Liabilities arising from or relating thereto, shall have been duly and effectively sold by or otherwise transferred from Seller.

	(xi)		Acceptance of Employment Offers . A majority of the Employees engaged in each of the principal functions of the Business shall have accepted the offers of employment made by Purchaser pursuant to Section 11.03(a) .

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

Each Seller and Parent hereby represents and warrants to Purchaser, on a joint and several basis, on the date hereof, as of the First Closing Date with respect to the First Closing Representations and Warranties and as of the Second Closing Date with respect to the Second Closing Representations and Warranties as follows:

4.01 Organization; Power

Each Seller is a corporation duly incorporated, organized and subsisting under the laws of British Columbia (with respect to Irwin Canada) and Alberta (with respect to Onset). Parent is a banking corporation duly incorporated and validly existing under the laws of the State of Indiana. No proceedings have been taken or authorized by Seller, Parent or by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of Seller or Parent or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, Seller or Parent nor, to the Knowledge of Seller, have any such proceedings been threatened by any Person. Seller has all necessary power, authority, and capacity to carry on the Business as now carried on and to own the Assets and to sell, assign and transfer the Assets owned by it which collectively

constitute all of the Assets to Purchaser as herein contemplated. Each Seller and Parent have the corporate power and authority to enter into, execute and deliver this Agreement and will have the corporate power and authority to enter into, execute and deliver each of the Related Agreements to which they are a party, to consummate the transactions contemplated by this Agreement and each of the Related Agreements to which they are a party, to perform all of their obligations under this Agreement and each of the Related Agreements to which they are a party and to comply with and fulfill the terms and conditions of this Agreement and each of the Related Agreements to which they are a party.

4.02 Authorization and Validity of Agreement

The execution, delivery and performance by each Seller and Parent of this Agreement and any and all Related Agreements to which they are a party has been authorized by all necessary corporate action on the part of each Seller and Parent. This Agreement and each of the Related Agreements to which they are a party have been duly executed and delivered by each Seller and Parent and, in each case, constitutes a legal, valid and binding obligation of each Seller and Parent, as applicable, enforceable against each of them 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.

4.03 No Conflict or Violation

	(a)		The execution, delivery and performance of this Agreement and each of the Related Agreements to which they are a party by each Seller and Parent do not and shall not violate or conflict with any provision of the articles of incorporation, bylaws or other Governing Documents thereof.

	(b)		The execution, delivery and performance of this Agreement and each of the Related Agreements by each Seller and Parent do not and shall not: (i) violate any Applicable Law with respect to Seller, Parent or the Business; (ii) except as set forth in 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 any Seller or Parent is a party, or by which its assets or properties may be bound; (iii) result in the imposition of any Encumbrance or restriction, except for Permitted Encumbrances, on the Business or any of the Assets, cause the maturity of any Liability of any Seller or Parent to be accelerated or increased (with or without due notice or lapse of time or both); or (iv) except as set forth in Section 4.03(b) of the Disclosure Schedules, require any notice to, filing with or consent, waiver, authorization or approval from any Governmental Entity or any other Person.

4.04 Qualification to do Business

Except as set out in Section 4.04 of the Disclosure Schedules, Seller is registered, licensed or otherwise qualified to do business under the laws of each of the jurisdictions where the ownership or operation of the Assets or the conduct of the Business requires such registration, license or

qualification, each of which jurisdiction and each of which registration, license and qualification is specified in Section 4.04 of the Disclosure Schedules.

4.05 Documents Made Available to Purchaser

All of the documents and information furnished to Purchaser (including pursuant to Section 6.03 ) in connection with the transactions contemplated by this Agreement and the Related Agreements, taken as a whole but in no way limiting the scope or content of any other representation and warranty of Seller or Parent, were, in all material respects, true, accurate and complete as of their respective dates (or, if undated, as at the date of delivery thereof) and do not contain any untrue statement of a material fact or omit a material fact necessary to make any of such documents or information not misleading in light of the circumstances in which they were furnished.

4.06 Files and Records

Seller has made available to Purchaser all Files and Records that are material to the Business, the Assets, the Assumed Liabilities and the transactions contemplated by this Agreement. All material financial transactions of the Business have been accurately recorded in the Financial Records in accordance with sound business and financial practice and the Financial Records accurately reflect in all material respects the basis for the financial condition and the revenues, expenses and results of operations of the Business as of and to the date hereof. The Files and Records are true and correct in all material respects. All Files and Records are owned exclusively by Seller and, except as set forth in Section 4.06 of the Disclosure Schedules, all Files and Records are in the full possession and exclusive control of Seller.

4.07 Master Tapes

Each of the Pre-Closing Tape and the Closing Tape to be furnished by Seller to Purchaser pursuant to this Agreement will be upon the delivery thereof, a true and accurate reproduction of the data and information contained in the Files and Records as of its respective time of production and discloses or will disclose, as applicable, all data and information required to be included thereon with respect to each CSC and Lease included in the Portfolio as at such time.

4.08 Financial Statements

Attached to the Disclosure Schedules, and deemed to be incorporated by reference therein as Section 4.08 thereof, are copies of: (i) the consolidated balance sheets of Irwin Canada as of December 31, 2005 and December 31, 2006, and the consolidated balance sheets of Irwin Financial Corporation and its subsidiaries as of December 31, 2007, and the related statements of income for each of the fiscal years then ended; (ii) the consolidated balance sheet of Irwin Canada (the “ Interim Balance Sheet ”) as of June 30, 2008 (the “ Balance Sheet Date ”); and (iii) the related statement of income for the six (6) months then ended (collectively, the “ Financial Statements ”). All Financial Statements referred to in this Section 4.08 :

(a)

have been prepared in accordance with Canadian GAAP, except for the Financial Statements of Irwin Financial Corporation and its subsidiaries, which have been prepared in accordance with U.S. GAAP, in each case, on the basis of the Files and Records; and

(b)

are true and correct and fairly present the financial position of Seller as of the respective dates thereof and the results of Seller’s operations and income for the periods covered thereby, except for the absence of footnotes and of customary year-end adjustments made in accordance with Canadian GAAP.

4.09 Tax Matters

	(a)		Seller has filed or caused to be filed on a timely basis all Tax Returns with respect to Taxes that are or were required to be filed. Seller has paid, or made provision for the payment of, all Taxes shown to be due thereon, except such Taxes as are set forth in Section 4.09(a) of the Disclosure Schedules or which are not yet delinquent or are being contested in good faith and as to which adequate reserves (determined in accordance with Canadian GAAP) have been provided in the Interim Balance Sheet. Except as set forth in Section 4.09(a) of the Disclosure Schedules, Seller currently is not the beneficiary of any extension of time within which to file any Tax Return or any waiver or extension of time for the assessment of any Tax. There is no pending or, to the Knowledge of Seller, threatened, claim by any Governmental Entity in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

	(b)		Except as set forth in Section 4.09(b) of the Disclosure Schedules, there is no Tax sharing agreement, Tax allocation agreement, Tax indemnity obligation or similar Contract, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that shall require any payment by Seller.

	(c)		Seller has made all collection and withholding of Taxes required to be made under all Applicable Law, including collection or withholding with respect to sales and use Taxes and compensation paid to any employee, independent contractor, creditor of Seller or other third party and the amounts collected or withheld have been properly and timely paid over to the appropriate Taxing Authority. Seller is not a party to any express Tax settlement agreement, arrangement, policy or guideline, formal or informal, as of the First Closing Date and as of the Second Closing Date, as applicable, and Seller has no obligation to make payments under any such arrangement.

	(d)		Seller is not a “non-resident” of Canada within the meaning of the Income Tax Act. Seller is registered for the purposes of the GST Legislation and the registration number for Irwin Canada is 87042 0247 RT0001 and the registration number for Onset is 87065 2518 RT0001. This Agreement provides for the sale to Purchaser of all or part of a business that was established or carried on by Seller.

4.10 Absence of Certain Changes

Except as set forth in Section 4.10 of the Disclosure Schedules, since December 31, 2006, there has not been any: (a) damage, destruction, or casualty or personal injury or loss, whether or not insured, affecting any portion of the assets or properties of Seller, including the Assets, where such

damage, destruction, casualty, injury or loss had or would have a material and adverse effect on Seller or the Business; (b) material change in Seller’s customary methods of operations or the manner in which the Business is conducted; (c) change in Seller’s accounting policies, procedures or methodologies or tax principles, practices or policies, (d) sale, transfer or assignment of any material tangible or intangible asset of Seller, except in the Ordinary Course of Business; (e) material mortgage, pledge or imposition of any Encumbrances on any asset of Seller, or material lease of real property, machinery, equipment or buildings entered into by Seller; (f) declaration, setting aside or payment of any dividend or any other distribution in respect of any capital stock or other securities of Seller, except regularly scheduled dividends; (g) capital investment in, loan to, or acquisition of the securities or assets of (including by merger or consolidation), any other Person; (h) increase in the compensation, bonus or other benefits payable, or the granting of awards under equity based plans, to directors, consultants, officers or employees of Seller, other than increases in the Ordinary Course of Business or payments made in the Ordinary Course of Business consistent with past practice; (i) change made or authorization to make a change to Seller’s Governing Documents; (j) event or condition of any character that constitutes or could reasonably be expected to materially and adversely affect Seller; or (k) agreement or understanding, whether or not in writing, to do any of the foregoing.

4.11 Real Property

Seller does not own any real property.

4.12 Leased Real Property

	(a)		Section 4.12 of the Disclosure Schedules sets forth a list of all real property in which Seller, as lessee, has a leasehold interest (the “ Leased Real Property ”). Except as set forth in Section 4.12 of the Disclosure Schedules, neither Seller nor, to the Knowledge of Seller, any other party thereto is in breach of or default under any Real Property Lease, and no party to any Real Property Lease has given Seller written notice of or made a written claim with respect to any breach or default thereunder. Except as set forth in Section 4.12 of the Disclosure Schedules, to the Knowledge of Seller, the Leased Real Property is not subject to any Encumbrance that has been caused or created by Seller (other than the lien, if any, of current property Taxes and assessments not in default). To the Knowledge of Seller, there are no pending or threatened condemnation or other Proceedings or claims relating to any of the Leased Real Property.

	(b)		No notice of a violation of any Laws, or of any covenant, condition, easement or restriction which is material to the Leased Real Property or its use or occupancy has been given to Seller.

	(c)		Seller holds good, valid and marketable leasehold title to the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances and minor title imperfections and easements and encroachments created by Seller which do not adversely affect the use or operation of the Leased Real Property by Seller.

4.13 Equipment and Machinery

	(a)		Section 4.13 of the Disclosure Schedules sets forth a list of all Equipment and Machinery (whether owned or leased by Seller) included in the Assets, and a designation as to whether such Equipment and Machinery is owned or leased by Seller. Seller has good title, free and clear of all Encumbrances (other than the Permitted Encumbrances), to the Equipment and Machinery listed as owned by it. Seller holds good and transferable leasehold interests in all Equipment and Machinery listed as leased by it.

	(b)		The Equipment and Machinery are in reasonably good operating condition and repair (except for normal wear and tear), and are sufficient for the operation of the Business as presently conducted, subject to routine replacement, maintenance and repair. To the Knowledge of Seller, all warranties given by the manufacturer or seller of the Equipment and Machinery in respect thereof are in good standing and are binding and enforceable and have not been amended, cancelled, modified or encumbered.

4.14 The CSCs

	(a)		Section 4.14(a) of the Disclosure Schedules contains a list of the CSCs, by Obligor, current interest rate, monthly payment and outstanding principal balance as of the Close of Business on the day immediately prior to the date hereof and indicates whether and to what extent any payment (or part thereof) on any CSC is more than thirty (30) days past due or whether any CSC is otherwise in default, and indicates which CSCs are subject to the Securitization Transactions.

	(b)		With respect to each CSC, except as set forth in Section 4.14(b) of the Disclosure Schedules:

	(i)		each CSC Document: (A) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, and similar Laws, 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; (B) has been duly executed and delivered by Seller and, to the Knowledge of Seller, by each Obligor that is a party thereto; and (C) is correct and complete in all material respects;

	(ii)		(A) unless otherwise allowed pursuant to the terms of the CSC Documents, no CSC has been prepaid fully or partially; (B) all payments required to be made for such CSC under the terms of the CSC have been made; and (C) 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 CSC;

	(iii)		all interest, fees and other charges payable with respect to each such CSC conform in all respects with all Applicable Laws of the jurisdiction governing such CSC;

	(iv)		any and all requirements of Applicable Law, including usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, foreign entity qualification and disclosure laws, applicable to Seller with respect to each CSC have been complied with in all respects;

	(v)		the proceeds of each CSC have been fully disbursed, and there is no obligation or requirement for future advances thereunder by 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;

	(vi)		Seller has delivered to Purchaser a true and complete copy of each form of CSC Document which will be in effect as of the First Effective Time without revision; and

	(vii)		as of the First Effective Time, Seller will be the principal and sole owner of each CSC and the related CSC Documents and Seller shall have full and absolute right, power and authority to assign, transfer and deliver the CSCs, free and clear of Encumbrances, other than Permitted Encumbrances, to Purchaser and without notice to or consent, waiver, authorization or approval of any Obligor or any other Person.

	(c)		Except as set forth in Section 4.14(c) of the Disclosure Schedules: (i) there is no material default, breach or violation or, to the Knowledge of Seller, no event of acceleration existing under any CSC or the related CSC Documents and, to the Knowledge of Seller, 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; (ii) to the Knowledge of Seller, no Obligor with respect to a CSC or any other CSC 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 (iii) Seller has not waived any default, breach, violation or event of acceleration.

	(d)		With respect to each CSC, except as set forth in Section 4.14(d) of the Disclosure Schedules:

(i)

there is no pending or, to the Knowledge of Seller, threatened litigation with respect to any CSC which would adversely affect the rights of Purchaser to enforce such CSC or otherwise obtain the benefits contemplated with respect to each CSC;

	(ii)		with respect to each CSC, Seller is in possession of complete Files and Records and Seller has made available to Purchaser all such Files and Records related to the CSCs and each such CSC Document contained in the Files and Records of Seller relating to a CSC is true and correct in all material respects and accurately describes the transaction to which such CSC Document relates in all material respects;

	(iii)		Seller has fulfilled and performed its obligations under each of the CSC Documents in all material respects, and Seller is not, and has received no written notice alleging that it is, in breach or default under any of them;

	(iv)		Save and except for CSCs for which, in accordance with the Credit Policies and the Ordinary Course of Business of Seller, a security interest has not been registered by Seller, each CSC is secured by either (x) a perfected, valid and enforceable first priority security interest in favour of Seller in each item of Collateral, or (y) if a credit approval contemplates that Seller would have a secondary or other subordinate security interest in any Collateral, Seller has a perfected, valid and enforceable security interest in each item of Collateral relating to such CSC with the priority contemplated by such credit approval, which security interests will be, in each case, as of the First Effective Time, assignable by Seller to Purchaser;

	(v)		no notice, consent, waiver, authorization or approval is required in connection with the execution, delivery or performance by, validity of or enforceability against any Obligor of any CSC Document other than those which have been duly obtained, made or performed, and are in full force and effect; and

	(vi)		Seller has not received any notice of violation of any Applicable Law relating to any CSC Document.

4.15 The Leases and Lease Documents

	(a)		Section 4.15(a) of the Disclosure Schedules contains a list of the Leases, by Obligor, loss reserves and outstanding balance as of the Close of Business on the day immediately prior to the date hereof and indicates whether and to what extent any payment (or part thereof) on any Leases is more than thirty (30) days past due or whether any Leases are otherwise in default and indicates which Leases are subject to the Securitization Transactions.

	(b)		Except as set forth in Section 4.15(b) of the Disclosure Schedules:

(i)

each Lease Agreement and the other Lease Documents: (A) is enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar Laws, 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, and neither

the operation of the terms of the Lease Documents, nor the exercise of any right thereunder, will render them unenforceable, in whole or in part; (B) has been duly executed and delivered by Seller and, to the Knowledge of Seller, by each Obligor that is a party thereto; (C) is correct and complete in all material respects and (D) constitutes a valid and binding obligation of Seller (to the extent Seller is a party thereto) and a valid and binding obligation of the other parties 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 equitable principles;

	(ii)		(A) 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; and (C) 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 Lease;

	(iii)		all rent payments, fees and other charges payable with respect to each Lease Agreement conform in all respects with all Applicable Laws;

	(iv)		any and all requirements of any Applicable Law, including usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, foreign entity qualification and disclosure Laws, applicable to Seller with respect to each Lease have been complied with in all respects;

	(v)		each Lease is secured by a perfected, valid and enforceable first priority security interest in favour of Seller in each item of Collateral relating to such Lease, which security interest will be, as of the First Effective Time, assignable by Seller to Purchaser;

	(vi)		there is no obligation or requirement for future purchases under any Lease by Seller;

	(vii)		Seller has delivered to Purchaser a true and complete copy of each form of Lease Document which will be in effect without revision; and

	(viii)		as of the First Effective Time, Seller will be the principal and sole owner of each Lease and the related Lease Documents and Seller shall have full and absolute right, power and authority to assign, transfer and deliver the Leases, free and clear of Encumbrances, other than Permitted Encumbrances, to Purchaser and without notice to or consent, waiver, authorization or approval of any Obligor or any other Person.

(c)

Except as set forth in Section 4.15(c) of the Disclosure Schedules: (i) there is no material default, breach, violation or, to the Knowledge of Seller, event of acceleration existing under any Lease Agreement or the related Lease Documents and, to the Knowledge of Seller, 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; (ii) to the Knowledge of Seller, 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 (iii) 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 in Section 4.15(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, Seller is in possession of complete Files and Records and Seller has made available to Purchaser all such Files and Records related to the Leases, and each such Lease Document contained in the Files and Records of Seller relating to a Lease is true and correct in all material respects and accurately describes the transaction to which such Lease Document relates in all material respects;

	(iii)		Seller has fulfilled and performed its obligations under each of the Lease Documents in all material respects, Seller is not required to disburse any additional funds to any Obligor, and Seller is not, and has received no written notice alleging that it is, in breach or default under any of them;

	(iv)		no notice, consent, waiver, authorization or approval is required in connection with the execution, delivery or performance by, validity of, or enforceability against any Obligor of any Lease Document other than those which have been duly obtained, made or performed, and are in full force and effect; and

	(v)		Seller has not received any notice of violation of any Applicable Law relating to any Lease Document.

4.16 Nature of CSCs and Leases

(a)

None of the CSCs or Leases:

(i)

are in respect of a motor vehicle having a gross vehicle weight (specified by the manufacturer of the motor vehicle as the loaded weight of the motor vehicle or, in the case of a motor vehicle designed to pull a trailer, the motor vehicle with the trailer) that is less than twenty-one (21) tonnes;

	(ii)		are with a natural person Obligor in respect of personal property that is leased by such Obligor under a financial lease agreement or purchased by such Obligor under a conditional sales agreement and intended primarily for the personal use or enjoyment of the Obligor or of a natural person who is not dealing with the Obligor at arm’s length;

	(iii)		are in respect of personal property, including personal property that is affixed to real property, unless such personal property was selected by the Obligor and acquired by Seller at the request of the Obligor or was previously acquired by Seller in respect of another financial lease agreement or conditional sales agreement; or

	(iv)		entail responsibility on the part of Seller to install, promote, service, clean, maintain or repair the property that is the subject of the CSC or Lease.

	(b)		Each of the CSCs and Leases is a financial lease agreement or conditional sales agreement, the primary purpose of which is the extending of credit to an Obligor.

	(c)		Seller does not have a residual interest in any CSC or Lease in excess of twenty-five percent (25%) of the original cost of the Equipment and Machinery to which the CSC or Lease relates, and the sum of the estimated residual interest of Seller in the Portfolio is not in excess of ten percent (10%) of the sum of the original costs of acquisition of such leased properties by Seller.

	(d)		Each of the CSCs and Leases includes a provision assigning to the Obligor, or setting out the responsibilities of Seller in respect of, the benefit of all warranties, guarantees or other undertakings made by a manufacturer or supplier in respect of the personal property that is the subject of the CSC or Lease.

4.17 Servicer Obligations

Irwin Canada has serviced the CSCs and Leases in compliance with Applicable Laws in all material respects from the date of origination, purchase or other acquisition by Irwin Canada of each such serviced CSC or serviced Lease through the Second Closing Date.

4.18 Title to the Assets and Related Matters

Seller has good and marketable title to, or a valid leasehold interest in, all of the Assets, free and clear of all Encumbrances, except for the Permitted Encumbrances. Except with respect to any purchase option granted to a lessee as set forth in the Lease Documents, there is no agreement, option or other right or privilege in favour of any person binding upon or which at any time in the future may become binding upon any Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets. Except as set forth in Section 4.18 of the Disclosure Schedules, the Assets constitute all of the assets, tangible and intangible, of any nature whatsoever necessary to operate the Business in the manner presently operated by Seller. On the date hereof, Seller is not a party to, and none of the Assets are the subject matter of, a securitization transaction other than a Securitization Transaction.

4.19 Intellectual Property

	(a)		Section 4.19(a) of the Disclosure Schedules sets forth a true and complete list of (i) all patents, patent applications, trade-marks, service marks, certification marks, business names, trademark applications, industrial design applications and registrations, integrated circuit topographies, mask works, trade names, domain names, internet protocol addresses, registered copyrights and copyright applications owned by Seller (collectively, the “ Proprietary Intellectual Property ”), (ii) all patents, trade-marks, trade names, domain names, internet protocol addresses, service marks, certification marks, business names, integrated circuit topographies, mask works, copyrights, technology, Software and processes licensed to Seller or an Affiliate thereof pursuant to a written Contract and used by Seller primarily in the operation of the Business (collectively, the “ Contract-Licensed Intellectual Property ”) and (iii) all licenses governing the Contract-Licensed Intellectual Property (the “ Licenses ”). Notwithstanding the foregoing, Section 4.19(a) of the Disclosure Schedules and the definitions of Proprietary Intellectual Property and Contract-Licensed Intellectual Property shall not include any of the Excluded Intellectual Property Assets identified in Section 1.02(t) herein.

	(b)		Seller owns, or has the right to use pursuant to valid and effective Contracts set forth in Section 4.19(a) of the Disclosure Schedules, all Proprietary Intellectual Property and Contract-Licensed Intellectual Property, all Off-the-Shelf Software, and all other Unregistered Intellectual Property, and all goodwill associated with each of the foregoing, where applicable (but not including Excluded Intellectual Property Assets) used to conduct the Business as presently conducted (collectively referred to as “ Intellectual Property Assets ”). Except as set forth in Section 4.19(b) of the Disclosure Schedules, no claims are pending or, to the Knowledge of Seller, threatened against Seller by any Person with respect to the Personal Information and use of any Intellectual Property Assets, or challenging or questioning their validity, enforceability or distinctiveness of any Proprietary Intellectual Property or the validity or effectiveness of any Contract relating to the Intellectual Property Assets. Except as set forth in Section 4.19(b) of the Disclosure Schedules, to the Knowledge of Seller, none of the Intellectual Property Assets or the use thereof infringe, violate or otherwise misappropriate any Intellectual Property of another Person.

	(c)		To the Knowledge of Seller, and except as set out in Section 4.19(c) of the Disclosure Schedules, Seller is entitled to the sole and exclusive use of all of the Intellectual Property Assets, and none of same is subject to any Encumbrances other than Permitted Encumbrances. Seller is not a party to any contract or commitment to pay any royalty, license or other fee with respect to the use of the Intellectual Property Assets except as set out in Section 4.19(c) of the Disclosure Schedules. The Intellectual Property Assets and the Excluded Intellectual Property Assets constitute all Intellectual Property necessary and material to the operation of the Business. To the Knowledge of Seller, except as set out in Section 4.19(c) of the Disclosure Schedules, no Intellectual Property Asset is subject to any outstanding order, award, decision, injunction, judgment, decree, stipulation or agreement materially restricting the transfer, use, enforcement or licensing thereof by Seller in the operation of the

Business. Except as set out in Section 4.19(c) of the Disclosure Schedules, no notice, consent, waiver, authorization or approval is required for Seller to license or sublicense any of the Intellectual Property Assets for the operation of the Business.

	(d)		Seller has taken, and prior to the Second Closing Date will continue to take, such reasonable measures to preserve and protect the Personal Information and its rights in the Intellectual Property Assets so as to restrict the use and disclosure thereof solely to authorized Persons. For clarification, reasonable measures to preserve and protect the Intellectual Property Assets shall: (i) not include registering or otherwise obtaining governmental protection for any of the Unregistered Intellectual Property Assets; and (ii) for the Software and Off-the-Shelf Software, only include complying with the terms and conditions of the applicable Contract. To the Knowledge of Seller, Seller is not making unauthorized use of any information which was provided to it on a confidential basis or which constitutes the trade secret of any Person. Except for those Intellectual Property Assets licensed by Seller which expressly require consent, waiver, authorization, or approval to transfer to Purchaser, which may include, but are not limited to, Software and/or Off-the-Shelf Software, all of which such Intellectual Property Assets are set forth in Section 4.19(d) of the Disclosure Schedules the transactions contemplated by this Agreement, and all due diligence investigations conducted in respect of same, will not result in the termination of, or otherwise require the consent, waiver, authorization or approval of any party to, any Intellectual Property Asset or Personal Information. Section 4.19(d) of the Disclosure Schedules is a complete list of all of the Software, Off-the-Shelf Software and other Intellectual Property Assets for which consent, waiver, authorization or approval to transfer to Purchaser is required.

	(e)		Following the Second Closing, Purchaser will hold enforceable licenses for all Off-the-Shelf Software and Software used by or for Seller in connection with the Business, including a sufficient number of licenses for all the Off-the-Shelf Software and Software loaded on all computers forming part of the Assets.

	(f)		Seller has not developed or customized, nor contributed to developing or customizing, any Software, and none of the Software that constitutes Intellectual Property Assets was developed for or on behalf of Seller by any party, including, without limitation, employees and individual contractors of Seller. All of the Software that constitutes Intellectual Property Assets is Contract-Licensed Intellectual Property. All of the Software that is used in the Business is Contract-Licensed Intellectual Property and is listed in Section 4.19(a) of the Disclosure Schedules.

	(g)		Except as set out in Section 4.19(g) of the Disclosure Schedules and to the Knowledge of Seller, all Software and Off-the-Shelf Software that is owned, used or licensed by Seller in the conduct of the Business is operative in all material respects as required for the conduct of the Business, and is free of any material problems, defects, deficiencies, bugs, errors, viruses or other corrupting influences.

(h)

All applications and registrations pertaining to the Excluded Intellectual Property Assets that are licensed to Purchaser pursuant to Section 10.01(b) (the “ Licensed Excluded Intellectual Property ”) are valid, subsisting and enforceable and have not been abandoned. Seller holds the entire right, title and interest in and to all of the Licensed Excluded Intellectual Property with good and marketable title thereto, and none of same is subject to any Encumbrances or any other rights of others, other than Permitted Encumbrances. To the Knowledge of Seller, no infringement, misuse or misappropriation of the Licensed Excluded Intellectual Property has occurred or is occurring.

4.20 Privacy

	(a)		The collection, use and retention of the Personal Information by Seller complies with all Privacy Laws and is consistent with Seller’s own Privacy Policies. The disclosure or transfer of the Personal Information by Seller to any third parties and disclosure of the Personal Information by Seller to Purchaser as part of Purchaser’s due diligence in connection with the transactions contemplated by this Agreement and as contemplated by this Agreement or any Related Agreement comply and, subject to Purchaser’s compliance with its obligations under Section 11.06, for the purposes of Purchaser’s administration and collection practices and procedures relating to the Assets following the First Closing and the Second Closing, as applicable, will comply, in each case, with all Privacy Laws and are consistent with Seller’s Privacy Policies.

	(b)		There are no restrictions on Seller’s collection, use, disclosure, transfer and retention of the Personal Information except as provided by Applicable Laws, Seller’s own Privacy Policies and the Eligible Account Documents.

	(c)		There are no investigations, inquiries, actions, suits, claims, demands or proceedings, whether statutory or otherwise, pending or ongoing with respect to Seller’s collection, use, disclosure, transfer or retention of the Personal Information.

	(d)		No order, whether statutory or otherwise, is pending or has been made, and no notice has been given pursuant to any Privacy Laws, requiring Seller to take (or to refrain from taking) any action with respect to the Personal Information.

	(e)		Set out in Section 4.20(e) of the Disclosure Schedules are the following in respect of the Personal Information:

	(i)		all Privacy Policies;

	(ii)		a copy of all the forms of consent used by Seller in respect of the Personal Information; and

	(iii)		a description of all “opt-in” and “opt-out” procedures utilized by Seller in respect of Seller’s or any third party’s use of the Personal Information.

4.21 Employee Benefit Plans

	(a)		Section 4.21 of the Disclosure Schedules sets forth a complete and correct list of all Benefit Plans, none of which are registered or supplemental pension plans. Seller has made available to Purchaser copies of all Benefit Plans, as amended to the date hereof, together with summary descriptions thereof. To the Knowledge of Seller, no event has occurred and there exists no condition or set of circumstances with respect to the Benefit Plans in connection with which Seller or Purchaser could be subject to any Liability under the terms of such Benefit Plans or any Applicable Law which could reasonably be expected to materially and adversely affect Seller.

	(b)		Except as disclosed in Section 4.21 of the Disclosure Schedules, each Benefit Plan has been maintained, operated and administered, in all material respects, in compliance with its terms and any related documents or agreements and Applicable Laws.

	(c)		To the Knowledge of Seller, no fact or circumstance exists that could adversely affect the preferential tax treatment ordinarily accorded to any such Benefit Plans;

	(d)		All obligations regarding the Benefit Plans have been satisfied, there are no outstanding defaults or violations by Seller or, to the Knowledge of Seller, any other party to any Benefit Plan and no Taxes, penalties, or fees are owing or exigible under or in respect of any of the Benefit Plans.

	(e)		All contributions or premiums required to be paid by Seller under the terms of each Benefit Plan or by Applicable Law have been made in a timely fashion in accordance with Applicable Law and the terms of the Benefit Plans. Seller has no liability (other than liabilities accruing after the Second Closing Date) with respect to any contributions or premiums to the Benefit Plans. Contributions or premiums for the period up to the Second Closing Date have been paid by Seller even though not otherwise required to be paid until a later date.

	(f)		With respect to any Benefit Plan, no actions, audits, investigations, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Seller, threatened.

4.22 Employees; Labour Relations

	(a)		There are no collective bargaining agreements and other Contracts relating to relationships with Key Employees or Employees (other than the employment Contracts set forth in Section 4.27 of the Disclosure Schedules) to which Seller is a party.

	(b)		(i) There is no labour strike, lockout, dispute, slowdown or stoppage pending or, to the Knowledge of Seller, threatened against or involving Seller, nor has any such event or labour difficulty occurred within the past five (5) years, (ii) Seller is not a party to nor is Seller bound by any collective bargaining or similar agreement with any labour organization nor has any union sought to represent Seller’s Key

Employees or Employees, (iii) none of Seller’s Key Employees or Employees are represented by any labour organization, (iv) except as set forth in Section 4.22(b) of the Disclosure Schedules, Seller is in compliance in all material respects with all Applicable Laws relating to employment and employment practices, terms and conditions of employment, wages, overtime, hours of work, pay equity, employment equity, workers’ compensation, tax, employee remittances and occupational safety and health, (v) Seller is not engaged, nor has it engaged, in any unfair labour practices and there is no unfair labour practice charge or complaint against Seller pending or, to the Knowledge of Seller, threatened, (vi) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Key Employees or Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, has applied to be certified as the bargaining agent of any Key Employees or Employees or has applied to have Seller declared a related employer or successor employer pursuant to applicable labour legislation, and (vii) except as set forth in Section 4.22(b) of the Disclosure Schedules, Seller has no, and, within the last two (2) years has not had any, charges, complaints, or proceedings before any Governmental Entity responsible for regulating labour or employment practices, pending, or, to the Knowledge of Seller, threatened against it.

(c)

Section 4.22(c) of the Disclosure Schedules sets out, as at the date hereof:

	(i)		the names of all Key Employees and Employees;

	(ii)		their position or title;

	(iii)		their status (e.g., full time, part time, temporary, casual, seasonal, co-op student);

	(iv)		their total annual remuneration for calendar years 2006, 2007 and 2008 year-to-date, including a breakdown of (A) salary and (B) bonus or other incentive compensation, if any;

	(v)		other terms and conditions of their employment (other than Benefit Plans);

	(vi)		their age;

	(vii)		their total length of employment including any prior employment that would affect calculation of years of service for any purpose, including statutory entitlements, common law entitlements, contractual entitlements (express or implied), benefit entitlement or pension entitlement; and

	(viii)		whether any Key Employees or Employees are on any leave of absence and, if so, the reason for such absence and the expected date of return.

(d)

Section 4.22(d) of the Disclosure Schedule sets out as at the date hereof:

	(i)		the names of all consultants who are natural persons (“ Consultants ”) of the Business;

	(ii)		whether the Consultant is providing services pursuant to a written consulting contract;

	(iii)		the term of any Contract with the Consultant;

	(iv)		notice, if any, required for Seller to terminate the consulting relationship without cause;

	(v)		the date the Consultant first commenced providing services to the Business;

	(vi)		the hourly fee of the Consultant; and

	(vii)		the annual fees paid to the Consultant for the preceding calendar year.

(e)

Except as set forth in Section 4.22(e) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement shall not trigger any severance or similar arrangement of Seller payable by Purchaser after the Second Closing.

4.23 Environmental Compliance

	(a)		Within the past three (3) years, Seller has not received any written requests for information, notice, demand, letter, administrative inquiry, or formal complaint or claim with respect to any Environmental Requirements. There are no pending nor, to the Knowledge of Seller, threatened environmental claims against Seller or in respect of the Business or any of the Assets.

	(b)		Seller has no material liability under Environmental Requirements or health and safety Laws.

	(c)		None of the operations of Seller involve, or have involved, the violation of Environmental Requirements or health and safety Laws governing the generation, storage or transportation of Hazardous Materials.

4.24 Licenses and Permits

Seller has obtained and maintained in full force and effect all material Licenses and Permits. Section 4.24 of the Disclosure Schedules sets out a true and complete list of all Licenses and Permits, identifies which Licenses and Permits are assignable to Purchaser pursuant to their terms and which are not so assignable and sets out all consents, waivers, authorizations and approvals necessary for the assignment of any of the Licenses and Permits to Purchaser. Except as set forth in Section 4.24 of the Disclosure Schedules, the consummation of the transactions contemplated hereby shall not give any Governmental Entity the right to terminate, revoke or otherwise limit any of the material Licenses and Permits. Seller is in compliance in all material respects with all terms, conditions and requirements of all of the Licenses and Permits, and no Proceeding is pending or, to

the Knowledge of Seller, threatened relating to the termination, revocation or limitation of any of the Licenses and Permits.

4.25 Compliance with Law

Except as set forth in Section 4.25 of the Disclosure Schedules, Seller and the Business are and have been at all times in compliance in all material respects with all Applicable Laws. Seller is not in material default with respect to any order, writ, judgment, award, injunction or decree of any Governmental Entity or arbitrator applicable to it or the Business or any of the Assets. Seller has not received, at any time since December 31, 2005, any written notice from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any material Applicable Law and there is no pending or, to the Knowledge o

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