ASSET PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

by and between

AMERICAN INTERNATIONAL GROUP, INC.

and

FIRST INSURANCE FUNDING CORP.

Dated as of July 28, 2009

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT dated as of July 28, 2009 is made by and between AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“ AIG ”), and FIRST INSURANCE FUNDING CORP., an Illinois corporation (the “ Purchaser ”).

     WHEREAS, (w) AIG desires to cause A.I. Credit Corp., a New Hampshire corporation (“ A.I. Credit ”) and A.I. Credit Consumer Discount Company, a Pennsylvania corporation (“ A.I. Credit Consumer ” and, together with A.I. Credit, collectively, the “ Sellers ”) to sell and assign to Purchaser, and Purchaser desires to purchase from Sellers and accept assignment from Sellers of, without recourse, warranty or representation of any kind other than as specifically provided in the Transaction Documents, all of Sellers’ right, title and interest in, to and under certain loans, and the agreements and collateral relating thereto, that are identified herein, (x) Purchaser desires to assume certain of Sellers’ obligations and other liabilities relating thereto, (y) AIG desires to cause Sellers to sell to Purchaser, and Purchaser desires to purchase from Sellers and accept from Sellers without recourse, warranty or representation of any kind other than as specifically provided in the Transaction Documents, the Transferred Intellectual Property, and (z) Purchaser desires to hire certain employees of Sellers who are identified herein, and assume related obligations and enter into specified transactions in connection therewith, all upon the terms and conditions set forth herein.

     WHEREAS, in connection with this Agreement, as of the Closing: (i) AIG, the Sellers and the Purchaser shall have entered into a transition services agreement in the form attached hereto as Exhibit A (the “ Transition Services Agreement ”); (ii) AIG, The Bank of New York Mellon, as escrow agent (the “ Escrow Agent ”), the Bank of New York Mellon Trust Company, N.A., as custodian (the “ Custodian ”) and the Purchaser shall have entered into an escrow agreement in the form attached hereto as Exhibit B (the “ Escrow Agreement ”); (iii) with respect to the Purchased Assets to be sold and assigned by Sellers to Purchaser hereunder and the Assumed Liabilities to be assumed by Purchaser hereunder, each of the Sellers and the Purchaser shall have entered into an instrument of assignment and assumption, in substantially the form attached hereto as Exhibit C (the “ Assignment and Assumption Agreement ”); (iv) AIG, the Sellers and the Purchaser, as servicer, shall have entered into a loan servicing agreement in the form attached hereto as Exhibit D (the “ Loan Servicing Agreement ”), under which the Purchaser shall, among other things, provide certain services with respect to the Escrowed Assets (as hereinafter defined); (v) as additional consideration for Purchaser’s willingness to execute, deliver and perform its obligations under this Agreement, AIG and the Purchaser shall have entered into a restrictive covenant agreement in the form attached hereto as Exhibit E (the “ Restrictive Covenant Agreement ”); and (vi) AIG and the Purchaser shall have entered into an additional loan purchase letter agreement in the form attached hereto as Exhibit F (the “ Additional Loan Purchase Letter Agreement ” and, together with the Transition Services Agreement, the Escrow Agreement, the Assignment and Assumption Agreement and the Restrictive Covenant Agreement, collectively, the “ Ancillary Agreements ”), under which the Purchaser shall, upon the satisfaction of certain conditions set forth therein, purchase certain additional Loans and the related Loan Documents, Loan Agreements, Loan Collateral, Loan Security Documents and any other assets related thereto that Purchaser has agreed to purchase and the related obligations and other liabilities related thereto that Purchaser has agreed to assume;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE PURCHASED ASSETS

     Section 1.1 Purchase and Sale . Upon the terms and conditions and in the manner set forth herein, at the Closing, AIG is causing each Seller to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser is accepting from such Seller, without recourse, warranty or representation of any kind other than as specifically provided in the Transaction Documents, and in each case free and clear of all Liens created by or through such Seller, other than Permitted Liens:

(x) (i) those Purchased Assets (as defined below) set forth on Schedule 1.1(x) hereto, (ii) with respect to each Escrowed Asset, to the extent not included in the Escrowed Assets, each Loan, Loan Document, Loan Agreement, Loan Collateral, Loan Security Document and any other agreement, instrument, correspondence and any other document included in the applicable Loan File in respect of such Escrowed Asset (collectively, the “ Escrowed Asset Non-Legal Loan Files ”), (iii) the Transferred Intellectual Property (collectively, the “ Closing Date Purchased Assets ”); and

(y) subject to Section 1.3(b) of this Agreement and the terms of the Escrow Agreement, those Purchased Assets set forth on Schedule 1.1(y) hereto (collectively, the “ Escrowed Assets ”), which pursuant to Section 2.2(b) of this Agreement AIG is causing each Seller to deliver to the Custodian for the benefit of Purchaser. Upon the applicable Escrowed Asset Release Date of an Escrowed Asset, in accordance with the terms of the Escrow Agreement and upon joint direction from AIG and Purchaser in the manner specified therein, the Custodian shall deliver to Purchaser, and Purchaser shall accept from the Custodian such Escrowed Asset (upon release from escrow, a “ Released Escrowed Asset ”; all such Released Escrowed Assets, together with the Closing Date Purchased Assets, collectively, the “ Purchased Assets ”).

For all purposes of and under this Agreement, the term “ Purchased Assets ” of a Seller (other than the Transferred Intellectual Property included in the Closing Date Purchased Assets) means all of such Seller’s right, title and interest, in, to and under all of the following items in existence on the Closing Date and, solely in respect of the Escrowed Assets, all of such Seller’s right, title and interest in, to and under all of the following items in existence as of the applicable Escrowed Asset Release Date (as defined below):

     (a) each loan which was made by such Seller and the rights and benefits in respect of any commitment or obligation on the part of such Seller to make any loan that has not yet been funded by such Seller on the date hereof, in each case as set forth on Schedule 1.1(x) or Schedule 1.1(y) hereto in respect of the Closing Date Purchased Assets and the Escrowed Assets, respectively (each such loan or commitment or obligation to make such a loan, a “ Loan ”);

     (b) each agreement, instrument and document pursuant to which a Loan was made or is to be made by such Seller and is or is to be secured (if and to the extent so secured) by (i) the cash value of or the net death benefits under the life insurance policies (the “ Policies ”) set forth on Schedule 1.1(b)(x)(I) or Schedule 1.1(b)(x)(II) hereto in respect of the Closing Date Purchased Assets and the Escrowed Assets, respectively or (ii) the cash value or surrender value of, or rights to payments under, the annuities set forth on Schedule 1.1(b)(y)(I) or Schedule 1.1(b)(y)(II) hereto in respect of the Closing Date Purchased Assets and the Escrowed Assets, respectively (the “ Annuities ”) or which was or will be entered into by or in favor of such Seller in connection with a Loan made or to be made by such Seller, and the documents pursuant to which such Seller was or will be granted a security interest in collateral to secure the Loan (collectively, the “ Loan Documents ”), including:

     (i) each commitment letter, loan agreement, credit agreement, indenture or other written agreement pursuant to which a Loan was made or is to be made by a Seller (each, a “ Loan Agreement ”);

     (ii) if any are applicable with respect to a Loan, each other “Financing Credit Application”, “Offer Letter”, “Master Promissory Note”, “Applicable State Schedule”, “Security Agreement”, “Control Agreement”, “Personal Guaranty”, “Assignment of Life Insurance Policy”, “Assignment of Annuity”, “Agreement for Security of Financial Obligations”, “Stock Pledge Agreement”, “Disclaimer and Hold Harmless Agreement”, “Direction Letter”, “Letter of Credit”, “Collateral Transfer Direction Letter”, “Default Letter”, “Renewal Letter”, “Pay Off Letter” or similar document relating to each Loan Agreement (as the applicable term may be defined or otherwise used in the Loan Agreement relating to such Loan); provided , that the foregoing shall not include any of the following (and none of the following shall be a Purchased Asset): any correspondence or other communication among the employees of any Seller or any of its Affiliates, among any Seller and any of its Affiliates or among any Seller and its legal counsel or any other representative, or any other document, file, correspondence or other book or record, except in each case as already included in a Loan File or Escrowed Asset Non-Legal Loan File at the Closing Date or the applicable Escrowed Asset Release Date, as the case may be, relating to such Loan or which AIG or any Seller has determined in good faith to be privileged or confidential to such Seller and/or any of its Affiliates; provided , further , that, notwithstanding the foregoing, the Purchased Assets shall include any such correspondence or other communication or document, file, correspondence or other book or record to the extent delivered to the Purchaser or the Custodian pursuant to Sections 2.2(a)(i) , 2.2(b)(i) or 6.1(c) hereof; and

     (iii) each other agreement, instrument and document set forth on Schedule 1.1(b)(iii)(x) or Schedule 1.1(b)(iii)(y) hereto in respect of the Closing Date Purchased Assets and the Escrowed Assets, respectively;

     (c) all property of any kind, whether real or personal, tangible or intangible in which a security interest is purported to be granted under a Loan Security Document, or which is purported to have been pledged, assigned, mortgaged, delivered or transferred as security under a Loan Security Document, including cash and cash equivalents, to secure payment and

performance of the obligations of an Obligor under a Loan Agreement or other Loan Document (“ Loan Collateral ”);

     (d) to the extent not otherwise constituting a Purchased Asset, all of the following agreements, instruments and other documents: loan pay off letters; legal opinions (to the extent assignable); UCC financing and termination statements; and other transaction documents relating to the Purchased Assets that were delivered to or by such Seller in connection with the closing of a Loan transaction, and of any amendment, modification, release, extension or waiver to, or of the terms of, any Loan Document (the foregoing collectively referred to as the “ Loan Files ”); provided , that, no Loan File or Escrowed Asset Non-Legal Loan File shall include any of the following (and none of the following shall be a Purchased Asset): any correspondence or other communication among the employees of any Seller or of any of its Affiliates, among any Seller and any of its Affiliates or among any Seller and its legal counsel or any other representative; or any other document, file, correspondence or other book or record, except in each case as already included in a Loan File or an Escrowed Asset Non-Legal Loan File at the Closing Date or the applicable Escrowed Asset Release Date, as the case may be, relating to such Loan or which AIG or any Seller has determined in good faith to be privileged or confidential to such Seller and/or any of its Affiliates;

     (e) any right to indemnification of either Seller, pursuant to any Loan Document with respect to any period or any event occurring prior to, the Closing Date, solely with respect to any Assumed Liability, including any right of recourse or recovery against any Person with respect to any such right to indemnification;

     (f) all judgments entered on or prior to the applicable Escrowed Asset Release Date in respect of any Escrowed Asset (i) in default on the Closing Date as set forth on Schedule 3.6(g) or (ii) with respect to which a default occurs during the period commencing on the Closing Date through the applicable Escrowed Asset Release Date in respect of such Escrowed Asset; and

     (g) all goodwill with respect to the items to be conveyed to Purchaser in accordance with the foregoing clauses (a) through (f) of this Section 1.1 .

     Section 1.2 Assumption of Liabilities . Upon the terms and conditions set forth herein, at and as of the Closing, Purchaser shall assume from each Seller, and shall timely thereafter pay, perform, fulfill, discharge and otherwise satisfy in accordance with their respective terms, and AIG shall cause such Seller to sell, convey, assign, transfer and deliver to Purchaser, all of the Assumed Liabilities of such Seller, and such Seller shall have no obligation to perform any Assumed Liability and shall forever be absolutely and unconditionally released and discharged from any obligation to so perform any Assumed Liability. For all purposes of and under this Agreement, the term “ Assumed Liabilities ” of a Seller means:

     (a) all obligations of such Seller as set forth on the face of each Loan Document or Loan Agreement included in the Purchased Assets to which such Seller is a party; provided , however , that such obligations shall not include any obligations or liabilities of a Seller arising as a result of such Seller’s breach or non-performance of such Loan Document (collectively, the

“ Breach Obligations ”) on or before the Closing Date (which Breach Obligations shall be included in the Excluded Liabilities);

     (b) all liabilities for Taxes for which Purchaser is liable pursuant to Section 6.4 ;

     (c) such Seller’s obligations or commitments as of the Closing Date to renew and/or fund any Loan as set forth on Schedule 1.2(c) hereto; and

     (d) all of such Seller’s contingency fee obligations to third-party counsel retained by such Seller with respect to collection efforts in respect of Loan numbers 90-100729 and 91-100949 not in excess of twenty five percent (25%) of the outstanding principal balance of each such Loan as of the date hereof (such amount, the “ Contingency Fee Obligation Limit ”).

     For the avoidance of doubt, Purchaser shall not assume any liabilities or obligations of any kind whatsoever, whether known or unknown, of Sellers or its Affiliates other than the Assumed Liabilities (all such liabilities or obligations other than the Assumed Liabilities, collectively, the “ Excluded Liabilities ”). The Excluded Liabilities shall include, but not be limited to, any liabilities or obligations of Sellers or their Affiliates (i) relating to or arising from the Excluded Assets, (ii) any Breach Obligations, (iii) any of such Seller’s contingency fee obligations to third-party counsel retained by such Seller with respect to collection efforts pursuant to Section 1.2(d) in excess of the Contingency Fee Obligation Limit, (iv) except as otherwise contemplated by Sections 1.2(a) , (c) and (d) , relating to or arising from any joint venture, subsidiary investment, agreement, contract, obligation, undertaking or arrangement of any kind, whether written or oral, to which a Seller or its Affiliate is a party or by which a Seller or its Affiliate may be bound or (v) except as otherwise contemplated by Sections 1.2(a) , (c) and (d) , otherwise relating to or arising from a Seller’s or its Affiliate’s conduct of its business or ownership of its properties and assets.

     Section 1.3 Excluded Assets; Escrowed Assets .

     (a)  Excluded Assets . Notwithstanding anything to the contrary herein, AIG is not causing any Seller to convey, assign, transfer or deliver, and no Seller is selling, conveying, assigning, transferring or delivering to Purchaser, and Purchaser is not purchasing or accepting from such Seller, any of such Seller’s right, title or interest in, to or under any Excluded Asset. For all purposes of and under this Agreement, the term “ Excluded Assets ” means collectively, any asset not specifically set forth in Section 1.1 hereof, including, without limitation, (A) all minute books, organizational documents, stock registers and such other books and records of Sellers as pertain to ownership, organization or existence of Sellers and duplicate copies of such records as are necessary to enable Sellers to file tax returns and reports, (B) except for the Transferred Intellectual Property, all Intellectual Property rights of AIG, the Sellers and their Affiliates, (C) all confidential personnel and medical records or files pertaining to any employees, including, without limitation, the Specified A.I. Credit Employees, (D) any documents that Sellers are required by Law to retain or that Sellers determine are necessary or advisable to retain; provided , however , that Purchaser shall have the right to make copies of any portions of such retained documents that relate to the Purchased Assets or the Assumed Liabilities; (E) except for the Transferred Intellectual Property, any information management systems of Sellers; (F) documents relating to proposals to acquire all or a material portion of the

Purchased Assets by Persons other than Purchaser, (G) all tax returns and financial statements of Sellers and the business and all records (including working papers) related thereto, (H) any claim, right or interest of Sellers, as applicable, in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, (I) all of Sellers’ rights, causes of action, claims, credits, demands or rights of set off against third parties relating to or otherwise in respect of any Purchased Asset or Assumed Liability to the extent arising out of events occurring prior to the Closing Date (other than any of such rights, causes of action, claims, credits, demands or rights of set-off against third parties in respect of which either Seller has exercised any remedies and for which a deficiency balance exists with respect to a Purchased Asset), (J) all Reassumed Assets as of the Reassumption Date and (K) all rights that accrue to AIG or Sellers under this Agreement.

     (b)  Escrowed Assets .

          (i) Escrow Deliveries .

     (A) Closing Deliveries . At the Closing, (A) AIG is causing Sellers to deliver to the Custodian for the benefit of Purchaser, to be held in escrow by the Custodian, each of the Escrowed Assets in accordance with Section 2.2(b) hereof, and (B) Purchaser is remitting to the Escrow Agent for the benefit of Sellers, for deposit into the Purchase Price Escrow Account in accordance with Section 2.3(b) hereof, the Estimated Escrowed Assets Purchase Price, subject to adjustment as provided in Section 1.5 hereof, in each case, to be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement, and subject, in each case, to liens granted pursuant to the Escrow Agreement (x) by AIG to the Purchaser with respect to the Purchase Price Escrow Account and (y) by Purchaser to AIG with respect to the Escrowed Assets Escrow Account, the Escrowed Assets and the Escrowed Asset Non-Legal Loan Files, in each case to secure their respective obligations under this Section 1.3(b) and under the Escrow Agreement and the Loan Servicing Agreement.

     (B) Funding Loans Included in the Escrowed Assets; Deliveries During the Escrowed Asset Transfer Period . Other than in respect of renewal fundings of Loans set forth on Schedule 1.2(c) hereto scheduled to renew and require an additional funding within forty five (45) days following the Closing Date (which are the subject of Section 6.9 hereof and shall be funded by the Purchaser in accordance with Section 6.9 hereof), if within one hundred twenty (120) days of the Closing Date, Purchaser requests that AIG or either Seller, as an accommodation to Purchaser, make an AIG Funding to the applicable Borrower of any Loan included in the Escrowed Assets that requires an additional funding in respect of the renewal of such Loan during such one hundred twenty (120) day period, then (1) AIG shall or shall cause the applicable Seller or either of their respective Affiliates make such AIG Funding to the applicable Borrower on the date and to the account specified in a notice to AIG from Purchaser, such notice to be delivered to AIG by Purchaser not less than ten (10) Business Days prior to the requested funding date and (2) Purchaser shall deposit an amount equal to one hundred percent (100%) of such AIG Funding into the Purchase Price Escrow

Account (any such deposit, an “ Additional Purchaser Deposit ”) on or prior to the date of such AIG Funding, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and subject to liens granted pursuant to the Escrow Agreement by AIG and Sellers to the Purchaser to secure AIG’s obligations under this Section 1.3(b) and under the Escrow Agreement and the Loan Servicing Agreement; provided , however , that prior to any such request that AIG or either Seller make an AIG Funding during such period, Purchaser shall use its reasonable efforts to make the required funding to the applicable Borrower.

     (ii) Required Consents . With respect to each such Escrowed Asset, AIG shall cause each Seller and each of their respective Affiliates to use, and Purchaser shall and shall cause its respective Affiliates to use, their respective reasonable efforts to cooperate with each other for a period ending upon the earlier to occur of (A) the date that is fifteen (15) months following the Closing Date or (B) the date upon which all Escrowed Assets have been released in accordance with the terms of the Escrow Agreement (such period, the “ Escrowed Asset Transfer Period ”) in endeavoring to obtain each of the third party consents and approvals set forth on Schedule 1.3(b)(ii) hereto (the “ Required Consents ”); provided, however, that except as set forth in Section 6.4(a) , such efforts shall not require Sellers, AIG or any of their respective Affiliates to provide any financial accommodation or to remain secondarily, contingently or otherwise liable for any Assumed Liability to obtain any such Required Consent.

     (iii) Special Rules for Letters of Credit . With respect to any Letter of Credit included in the Loan Collateral for an Escrowed Asset, a Required Consent shall be deemed to have been obtained upon (A) receipt of any consent required to change the beneficiary of a Letter of Credit included in the Loan Collateral to the Purchaser and an effective assignment of such Letter of Credit to the Purchaser, (B) any renewal or new loan made by the Purchaser in connection with which the beneficiary of a Letter of Credit included in the Loan Collateral is changed to the Purchaser, (C) in connection with the servicing, renewal or collection by Purchaser of a Loan contained in the Escrowed Assets, a complete draw of the principal amount of such Letter of Credit upon instruction from Purchaser to the applicable Seller, upon which Seller shall hold such amount in trust and immediately deposit it into the Escrowed Assets Escrow Account, (D) the expiration of such Letter of Credit as permitted to occur by Purchaser in connection with the servicing, renewal or collection by Purchaser of a Loan contained in the Escrowed Assets, or (E) the replacement of such Letter of Credit by another form of eligible Loan Collateral reasonably satisfactory to Purchaser, which does not require consent for assignment to Purchaser or for which any Required Consent has been obtained.

     (iv) Novation of Assumed Liabilities . Purchaser shall, and AIG shall cause Sellers to, use their respective reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Assumed Liabilities to Purchaser or to obtain in writing the unconditional release of Sellers and their respective Affiliates so that, in any such case, Purchaser shall be solely responsible for such Assumed Liabilities.

     (v) Servicing of Escrowed Assets . In the event and to the extent that any Required Consent to the assignment or change of beneficiary of an Escrowed Asset cannot be or has not been obtained, such Escrowed Asset shall be held, as of and from the Closing Date until the last day of the Escrowed Asset Transfer Period (such date, the “ Escrowed Asset Transfer Cut-Off Date ”) by the Custodian. Purchaser shall perform all covenants and obligations with respect to each Escrowed Asset at Purchaser’s sole cost and expense until such Escrowed Asset is released from escrow pursuant to the terms of the Loan Servicing Agreement and the Escrow Agreement, including, without limitation, to take or cause to be taken such actions to effect collection of money or other consideration that becomes due and payable in respect of such Escrowed Assets. Purchaser shall, if applicable, promptly pay over to the Escrow Agent to be held in the Escrowed Assets Escrow Account in accordance with the terms of the Escrow Agreement and the Loan Servicing Agreement, all money or other consideration received by Purchaser in respect of such Escrowed Assets. Purchaser hereby agrees to indemnify and hold AIG, Sellers and their respective agents, successors and assigns harmless from and against any and all liabilities, costs, expenses and Losses based upon, arising out of or relating to such Escrowed Assets.

     (vi) Receipt of Required Consents .

     (A) In the event and to the extent that all Required Consents in respect of any Escrowed Asset are received or deemed received pursuant to Sections 1.3(b)(ii) and (iii) on or prior to the Escrowed Asset Transfer Cut Off Date, then the party entitled to give notice of such receipt or deemed receipt under the Loan Servicing Agreement shall deliver to the other party a certificate in the form of Exhibit 1.3(b)(vi)(A) hereto, certifying that each Required Consent in respect of such Escrowed Asset has been obtained or is deemed to have been obtained in accordance with this Agreement (including reasonable supporting documentation in respect thereof) (each, a “ Required Consents Certification ”), as promptly as practicable, and in any event, not more than five (5) Business Days following the obtaining or the deemed obtaining of the last such Required Consent in respect of such Escrowed Asset. If the recipient party disagrees in good faith with the Required Consents Certification, then the recipient party shall notify the delivering party in writing (any such notice, a “ Required Consents Notice of Disagreement ”) of such disagreement within five (5) Business Days following receipt of such Required Consents Certification setting forth in reasonable detail the basis for the disagreement described therein. If no such Required Consents Notice of Disagreement is received by the delivering party within such five (5) Business Day period, then such Required Consents Certification shall be deemed to have been accepted by the recipient party and shall become final and binding on all parties hereto.

     (B) In the event the recipient party provides any such Required Consents Notice of Disagreement to the delivering party within such five (5) Business Day period, AIG and the Purchaser shall cooperate in good faith for a period of ten (10) Business Days to appoint an arbitrator with substantive life premium finance industry experience mutually agreeable to AIG and the

Purchaser (the “ Arbitrator ”) for review and resolution of any and all disputed matters contained in such Required Consents Notice of Disagreement. If AIG and the Purchaser are unable to mutually agree on selecting such an Arbitrator within such ten (10) Business Day period, then AIG and the Purchaser shall promptly jointly request the American Arbitration Association to, within five (5) Business Days of such request, appoint an Arbitrator. AIG and the Purchaser shall instruct the Arbitrator that it should undertake such review and resolution, and deliver written notice thereof to AIG and the Purchaser, within ten (10) Business Days after the matter has been referred to the Arbitrator. The opinion of the Arbitrator as to whether all Required Consents in respect of such Escrowed Asset have been obtained or are deemed to have been obtained in accordance with the terms of this Agreement as reflected in the corresponding Required Consents Certification shall be final and binding on the parties hereto and all reasonable costs and expenses of such arbitration (including the fees of the Arbitrator) shall be paid in full by the unsuccessful party.

     (C) As promptly as practicable, and in any event not more than two (2) Business Days following such Required Consents Certification becoming final and binding on the parties hereto in accordance with the foregoing, the Purchaser shall deliver a written notice to AIG setting forth the Escrowed Assets to be released in accordance with clause (1) below and Purchaser’s calculation of the amounts due to either party in accordance with clauses (2) and (3) below (including reasonable supporting documentation in respect thereof) (each, a “ Released Escrowed Assets Certification ”), and if AIG disagrees in good faith with such Released Escrowed Assets Certification, then AIG shall notify Purchaser in writing (each, a “ Released Escrowed Assets Certification Notice of Disagreement ”) of such disagreement within five (5) Business Days following Purchaser’s delivery of any Released Escrowed Assets Certification. The Released Escrowed Assets Certification Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement described therein. If no Released Escrowed Assets Notice of Disagreement is received by Purchaser within such five (5) Business Day period, then such Released Escrowed Assets Certification shall be deemed to have been accepted by AIG and shall become final and binding on the parties hereto. During the five (5) Business Day period immediately following the delivery of a Released Escrowed Assets Certification Notice of Disagreement, AIG, on the one hand, and Purchaser, on the other hand, shall attempt in good faith to resolve any differences that they may have with respect to any matter specified in the Released Escrowed Assets Certification Notice of Disagreement. If AIG, on the one hand, and Purchaser, on the other hand, are able to resolve all of such differences within such five (5) Business Day period following such delivery of a Released Escrowed Assets Certification Notice of Disagreement, then the Released Escrowed Assets Certification, as adjusted to reflect such resolution, shall become final and binding on the parties hereto. If AIG, on the one hand, and Purchaser, on the other hand are unable to resolve all of such differences within such five (5) Business Day period, then any item that remains in dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 1.3(b)(vii)(E) . As promptly as

practicable, and in any event not more than two (2) Business Days following such Released Escrowed Assets Certification becoming final and binding on the parties hereto in accordance with this Section 1.3(b)(vi)(C) or Section 1.3(b)(vii)(E) , Purchaser and AIG shall jointly direct the Escrow Agent and the Custodian, as applicable in writing in the form attached hereto as Exhibit 1.3(b)(vi)(C) to, within five (5) Business Days following the Escrow Agent’s and the Custodian’s receipt thereof (each such date, an “ Escrowed Asset Release Date ”), (1) deliver each such Escrowed Asset to the Purchaser in accordance with the terms of the Escrow Agreement, (2) to the extent applicable in respect of such Escrowed Asset, remit to Purchaser by wire transfer of immediately available funds, the aggregate amount collected in respect of such Escrowed Asset and deposited by the Escrow Agent in the Escrowed Assets Escrow Account in accordance with the terms of the Escrow Agreement prior to the Escrowed Asset Release Date (whether any portion of such aggregate amount constitutes principal of, interest on, or any other fee or other amount in respect of, such Escrowed Asset), including for purposes of this clause (2), all proceeds realized in respect of any Loan Collateral relating to such Escrowed Asset and any applicable Post-Closing Prepaid Interest Amount (to the extent actually received by the Escrow Agent prior to the related Escrowed Asset Release Date), together with any Escrow Earnings accrued on such amounts, and (3) remit from the Purchase Price Escrow Account by wire transfer of immediately available funds to an account specified in writing by AIG, (x) the Purchase Price payable in respect of such Escrowed Assets as finally determined in accordance with Sections 1.4 and 1.5 hereof and (y) any applicable Additional Purchaser Deposit in respect thereof, together with any Escrow Earnings accrued on such portion of the Purchase Price and any applicable Additional Purchaser Deposit through the applicable Escrowed Asset Release Date.

     (vii) No Receipt of Required Consents .

     (A) In the event and to the extent that any Required Consent in respect of any Escrowed Asset has not been received prior to the Escrowed Asset Transfer Cut Off Date, then (1) AIG’s and the applicable Seller’s and Purchaser’s obligations pursuant to Section 1.3(b)(ii) through (v) hereof shall terminate as of the Escrowed Asset Transfer Cut Off Date, (2) such Seller shall reassume and become the sole owner of any such Escrowed Asset (each, a “ Reassumed Asset ”) as of the day immediately following the Escrowed Asset Transfer Cut Off Date or such later date as may be necessary to resolve any outstanding dispute in respect of any Required Consents Certification delivered by AIG to the Purchaser prior to the Escrowed Assets Transfer Cut-Off Date in accordance with Section 1.3(b)(vi) hereof (such date, the “ Reassumption Date ”), (3) Purchaser’s, the Escrow Agent’s and the Custodian’s interest in such Reassumed Asset shall immediately terminate and be released in full upon the Reassumption Date, without any further action or the execution of any further instrument by any Person, (4) any Escrowed Asset Non-Legal Loan File previously delivered to the Purchaser in accordance with the terms of this Agreement shall be held in trust by the Purchaser for the benefit of Sellers until returned to the applicable Seller in accordance with the terms of this

Agreement and (5) Purchaser shall execute and deliver to AIG or the applicable Seller for delivery to the applicable Insurer, a notice from the Purchaser to each applicable Insurer notifying such Insurer of the assignment to AIG or the applicable Seller of Purchaser’s security interest in the Policies or Annuities issued by such Insurer, which security interest is to be assigned hereunder as of the Reassumption Date in respect of any Reassumed Asset, in substantially the form(s) attached as Exhibit 1.3(b)(vii)(A) hereto, dated as of the Reassumption Date in respect of Policies and Annuities securing Loans that constitute Reassumed Assets. Notwithstanding the foregoing, in the event and to the extent that at any time prior to the Reassumption Date either AIG, Purchaser or Sellers determine that an Obligor under any Escrowed Asset is a person or entity with whom Persons subject to United States jurisdiction are restricted from doing business under regulations of the Office of Foreign Assets Control (“ OFAC ”) of the U.S. Department of Treasury (including those named on OFAC’s List of Specially Designated Nationals and Blocked Persons, as amended from time to time) or pursuant to any Law, including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism and such restriction with respect to such Obligor continues to be in effect on the Reassumption Date, then (1) the related Escrowed Asset shall not become a Reassumed Asset and the applicable Seller shall not reassume such Escrowed Asset, (2) the Purchaser shall conclusively be deemed, without any further action on its part, to have irrevocably and unconditionally waived Seller’s obligations pursuant to this Section 1.3(b)(vii) to reassume such Escrowed Asset, irrespective of whether the related Required Consents have been obtained with respect to such Escrowed Asset and (3) AIG and the Purchaser shall promptly jointly direct the Escrow Agent and the Custodian, as applicable in writing in accordance with Section 1.3(b)(vi)(C) hereof and the terms of the Escrow Agreement to release such Escrowed Asset and other applicable amounts from escrow to the Purchaser and to remit the applicable portion of the Purchase Price and other applicable amounts to the applicable Seller.

     (B) As promptly as practicable, but in any event within five (5) Business Days following the Reassumption Date, Purchaser shall prepare and deliver to AIG and Sellers a written schedule (the “ Reassumption Date Loan Value Schedule ”) setting forth Purchaser’s calculation of the Reassumption Date Loan Value in respect of each Loan included in the Reassumed Assets as of the Reassumption Date. AIG shall and shall cause Sellers to cooperate with Purchaser to permit Purchaser to prepare the Reassumption Date Loan Value Schedule. Such cooperation shall include providing Purchaser and its agents and representatives with reasonable access to all books and records in Sellers’ (or any of their respective Affiliates’) possession relating to the Reassumed Assets, and with reasonable access to the personnel of Sellers and their respective Affiliates.

     (C) As promptly as practicable, and in any event not more than two (2) Business Days following the date upon which the Reassumption Date Loan Value Schedule becomes final and binding on the parties hereto in accordance with

Section 1.3(b)(vii)(D) or (E) , (I) Purchaser shall deliver to the applicable Seller each Escrowed Asset Non-Legal Loan File (together with each Loan, Loan Document, Loan Agreement, Loan Collateral, Loan Security Document and any other agreement, instrument, correspondence and any other document included in such Escrowed Asset Non-Legal Loan File on or after the Closing Date) and (II) Purchaser and AIG shall jointly direct the Escrow Agent and the Custodian, as applicable in writing in the form attached hereto as Exhibit 1.3(b)(vii)(C) to (whether by physical delivery of such Reassumed Assets and of any other documents or assets to the address specified by the applicable party or, in respect of any required payment, by wire transfer of immediately available funds to the account specified by the applicable party, as the case may be), within five (5) Business Days of receipt of such notice by the Escrow Agent and the Custodian, as applicable (such date, the “ Reassumption Transfer Date ”), take the following actions:

     (1) In respect of any such Reassumed Asset that is a Loan (each, a “ Reassumed Loan ”), the Escrow Agent shall remit to Purchaser an amount equal to the sum of (x) (I) the aggregate Reassumed Loan Price in respect of each Reassumed Loan plus (II) an amount equal to any applicable Purchaser Funding outstanding as of the Reassumption Date and Additional Purchaser Deposit less (III) any applicable Valuation Adjustment Amount from the Purchase Price Escrow Account less (IV) any principal remitted by the Borrower in respect of any AIG Funding (it being understood that any payments of principal by a Borrower remitted with respect to any Loan that is an Escrowed Asset during the Escrowed Asset Transfer Period shall first be applied against the applicable Loan’s existing principal balance outstanding as of the Closing Date and next to any AIG Funding or Purchaser Funding) (such amount, the “ Reassumption Price ”) and (y) the aggregate amount collected in respect of all Reassumed Loans and deposited by the Escrow Agent in the Escrowed Assets Escrow Account in accordance with the terms of the Escrow Agreement on or prior to the Escrowed Assets Transfer Cut-Off Date (whether any portion of such aggregate amount constitutes principal of, interest on, or any other fee or other amount in respect of, such Reassumed Loan), including for purposes of this clause (y), all proceeds realized in respect of any Loan Collateral relating to such Reassumed Loan and any applicable Post-Closing Prepaid Interest Amount (to the extent actually received by the Escrow Agent prior to the related Escrowed Asset Transfer Cut-Off Date, together with any Escrow Earnings accrued on such amounts. In the event and to the extent that the aggregate Reassumption Price is greater than the cash balance of funds held in the Purchase Price Escrow Account as of the Reassumption Transfer Date, then AIG shall or shall cause Sellers to remit an amount equal to such excess to the Purchaser within five (5) Business Days of the Reassumption Transfer Date by wire transfer of immediately available funds to the account specified by the Purchaser in writing to AIG. In the event and to the extent that the aggregate Reassumption Price calculated in

accordance with the foregoing is a negative amount, then AIG shall direct the Escrow Agent to or the Purchaser shall, as the case may be, remit the absolute value of such amount by wire transfer of immediately available funds to the account specified by AIG in writing to the Escrow Agent or the Purchaser, as the case may be.

     (2) The Escrow Agent and the Custodian shall deliver to the applicable Seller any and all such Reassumed Assets and any other documents or assets delivered to the Escrow Agent or the Custodian, as the case may be, pursuant to Section 2.2(b) hereof and remit to the applicable Seller an amount equal to the amount by which the cash balance of funds held in the Purchase Price Escrow Account (which shall include any Escrow Earnings accrued on the Purchase Price, as finally determined in accordance with Sections 1.4 and 1.5 hereof and deposited into the Purchase Price Escrow Account in accordance with the terms of the Escrow Agreement) as of the Reassumption Transfer Date exceeds the aggregate Reassumption Price remitted to the Purchaser pursuant to Section 1.3(b)(vii)(C)(1) hereof. In the event and to the extent that the aggregate Reassumption Price is a negative amount or there are insufficient funds held in the Purchase Price Escrow Account as of the Reassumption Transfer Date to remit to the applicable Seller an amount equal to the Escrow Earnings accrued on the Purchase Price in accordance with the immediately preceding sentence, then the Purchaser shall remit an amount equal to the sum of (x) the absolute value of the amount by which the Reassumption Price is less than zero dollars ($0) and (y) any amount by which funds held in the Purchase Price Escrow Account are insufficient to remit to the applicable Seller the Escrow Earnings accrued on the Purchase Price by wire transfer of immediately available funds to the account specified by AIG in writing to the Purchaser within five (5) Business Days of the Reassumption Transfer Date.

     Attached as Exhibit G hereto for illustrative purposes only are examples of certain Reassumption Price calculations.

     (D) If AIG disagrees in good faith with the Reassumption Date Loan Value Schedule, then AIG shall notify Purchaser in writing (the “ Reassumption Price Notice of Disagreement ”) of such disagreement within fifteen (15) days following Purchaser’s delivery of the Reassumption Date Loan Value Schedule. The Reassumption Price Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement described therein. If no Reassumption Price Notice of Disagreement is received by Purchaser within such fifteen (15) day period, then the Reassumption Date Loan Value Schedule shall be deemed to have been accepted by AIG and shall become final and binding on the parties hereto. During the fifteen (15) day period immediately following the delivery of the Reassumption Price Notice of Disagreement, AIG, on the one hand, and Purchaser, on the other hand, shall attempt in good faith to resolve any differences that they may have with respect to any matter specified in the Reassumption Price

Notice of Disagreement. If AIG, on the one hand, and Purchaser, on the other hand, are able to resolve all of such differences within fifteen (15) days following such delivery of the Reassumption Price Notice of Disagreement, then the Reassumption Date Loan Value Schedule, as adjusted to reflect such resolution, shall become final and binding on the parties hereto. If AIG, on the one hand, and Purchaser, on the other hand, are unable to resolve all of such differences within such fifteen (15) day period, any item remaining in dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 1.3(b)(vii)(E) .

     (E) Dispute Resolution Procedures . If AIG, on the one hand, and Purchaser, on the other hand, are unable to resolve (i) within five (5) Business Days following delivery of any Released Escrowed Assets Certification Notice of Disagreement all differences thereunder, or (ii) within fifteen (15) days following delivery of any Reassumption Price Notice of Disagreement all differences thereunder, as the case may be, then AIG and Purchaser shall submit the applicable Released Escrowed Assets Certification or Reassumption Date Loan Value Schedule, as the case may be, to the Independent Accountant (selected in accordance with the procedures set forth in Section 1.5(b) hereof) for review and resolution of any and all matters that remain in dispute with respect to such Released Escrowed Assets Certification Notice of Disagreement or the Reassumption Price Notice of Disagreement, as the case may be, and the opinion of the Independent Accountant as to the applicable Released Escrowed Assets Certification or the Reassumption Date Loan Value Schedule, as the case may be, shall be final and binding on the parties hereto. AIG shall and shall cause Sellers to, and Purchaser shall provide the Independent Accountant with reasonable cooperation and reasonable access to permit such review and resolution; provided , however , that the accountants of AIG and Sellers will not be obligated to make any work papers available to the Purchaser unless and until the Purchaser and the Independent Accountant have signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. AIG and Purchaser shall instruct the Independent Accountant that it should undertake such review and resolution, and deliver written notice thereof to AIG and Purchaser, within thirty (30) days after the matter has been referred to the Independent Accountant. The scope of the Independent Accountant’s engagement (which shall not be an audit) shall be limited to the resolution of the disputed items expressly described in the applicable Released Escrowed Assets Certification Notice of Disagreement or Reassumption Price Notice of Disagreement, as the case may be, and the recalculation, if any, of (I) the Escrowed Assets to be released and the amounts payable to either party, each in accordance with Section 1.3(b)(vi)(C) or (II) the Reassumption Price, as the case may be, in light of such resolution in accordance with this Section 1.3(b)(vii)(E) . The Independent Accountant shall have no authority to review or raise items not expressly identified in any Released Escrowed Assets Certification Notice of Disagreement or Reassumption Price Notice of Disagreement, as the case may be. If the Independent Accountant is engaged pursuant to this Section 1.3(b)(vii)(E) , the fees and expenses of the

Independent Accountant shall be borne equally by AIG (on behalf of Sellers), on the one hand, and Purchaser, on the other hand.

     Section 1.4 Purchase Price . The initial aggregate purchase price for the Purchased Assets, including the Transferred Intellectual Property is SIX HUNDRED SEVENTY NINE MILLION FIVE HUNDRED ONE THOUSAND EIGHT DOLLARS ($679,501,008.00) (the “ Initial Purchase Price ”), but is subject to adjustment as provided in Section 1.5 hereof (as so adjusted, the “ Purchase Price ”). The Initial Purchase Price equals, in the aggregate, the Initial Loan Value of each Loan contained in the Purchased Assets multiplied by the Purchase Price Percentage in respect of such Loan. Schedule 1.4 hereto (the “ Initial Loan Value Schedule ”) sets forth the calculation of the Initial Loan Value in respect of each Loan. At the Closing, Purchaser shall (i) pay the Initial Purchase Price in respect of the Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto (such amount, the “ Estimated Closing Date Purchased Assets Purchase Price ”) to Sellers, (ii) deposit on behalf of Sellers an amount equal to the Initial Purchase Price in respect of the Escrowed Assets and the Closing Date Purchased Assets related thereto (such amount, the “ Estimated Escrowed Assets Purchase Price ” and, together with the Estimated Closing Date Purchased Assets Purchase Price, collectively, the “ Estimated Purchase Price ”) in the Purchase Price Escrow Account to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement, and (iii) assume the Assumed Liabilities from Sellers. Sellers shall accept (x) the Estimated Closing Date Purchased Assets Purchase Price from Purchaser, and (y) the Estimated Escrowed Assets Purchase Price delivered by Purchaser to the Escrow Agent for deposit into the Purchase Price Escrow Account to be held and released in accordance with the terms of the Escrow Agreement and the assumption of the Assumed Liabilities by Purchaser, in full payment for the Purchased Assets, including the Transferred Intellectual Property, subject to any adjustment as provided in Section 1.5(c) hereof. The Estimated Purchase Price is payable in the manner provided in Sections 2.3(a)(i) and 2.3(b) hereof.

     Section 1.5 Purchase Price Adjustment .

     (a) As promptly as practicable, but in any event within thirty (30) calendar days following the Closing Date, Purchaser shall prepare and deliver to AIG and Sellers a schedule (the “ Closing Date Loan Value Schedule ”) setting forth Purchaser’s calculation of the Closing Date Loan Value. The Closing Date Loan Value shall be calculated in the same manner as the Initial Loan Value, using accounting procedures and practices consistent with those used to calculate the Initial Loan Value, including the same Purchase Price Percentage in respect of each Loan. AIG shall and shall cause Sellers to cooperate with Purchaser to permit Purchaser to prepare the Closing Date Loan Value Schedule. Such cooperation shall include providing Purchaser and its agents and representatives with reasonable access to all books and records in Sellers’ (or any of their respective Affiliates’) possession relating to the Purchased Assets, and with reasonable access to the personnel of Sellers and their respective Affiliates.

     (b) If AIG disagrees in good faith with the Closing Date Loan Value Schedule, then AIG shall notify Purchaser in writing (the “ Notice of Disagreement ”) of such disagreement within fifteen (15) days following Purchaser’s delivery of the Closing Date Loan Value Schedule. The Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement described therein. If no Notice of Disagreement is received by Purchaser within

such fifteen (15) day period, then the Closing Date Loan Value Schedule shall be deemed to have been accepted by AIG and shall become final and binding on the parties hereto. During the fifteen (15) day period immediately following the delivery of a Notice of Disagreement in accordance with the first two sentences of this Section 1.5(b) , AIG, on the one hand, and Purchaser, on the other hand, shall attempt in good faith to resolve any differences that they may have with respect to any matter specified in the Notice of Disagreement. If AIG, on the one hand, and Purchaser, on the other hand, are able to resolve all of such differences within fifteen (15) days following such delivery of the Notice of Disagreement, then the Closing Date Loan Value Schedule, as adjusted to reflect such resolution, shall become final and binding on the parties hereto. If AIG, on the one hand, and Purchaser, on the other hand, are unable to resolve all of such differences within fifteen (15) days following such delivery of the Notice of Disagreement, then AIG and Purchaser shall submit the Closing Date Loan Value Schedule to KPMG LLP (the “ Independent Accountant ”) for review and resolution of any and all matters that remain in dispute with respect to the Notice of Disagreement, and the opinion of the Independent Accountant as to the Closing Date Loan Value Schedule shall be final and binding on the parties hereto. In the event that KPMG LLP refuses or is otherwise unable to act as the Independent Accountant, the parties shall cooperate in good faith to appoint an independent certified public accounting firm in the United States mutually agreeable to the parties, in which event “Independent Accountant” shall mean such firm. If the parties are unable to agree on selecting such firm, then the parties promptly shall jointly request the American Arbitration Association to appoint, within ten (10) Business Days from the date of such request, an internationally recognized firm of public accountants independent of both AIG and Purchaser to serve as the Independent Accountant. AIG shall and shall cause Sellers to, and Purchaser shall provide the Independent Accountant with reasonable cooperation and reasonable access to permit such review and resolution; provided , however , that the accountants of AIG and Sellers will not be obligated to make any work papers available to the Purchaser unless and until the Purchaser and the Independent Accountant have signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. AIG and Purchaser shall instruct the Independent Accountant that it should undertake such review and resolution, and deliver written notice thereof to AIG and Purchaser, within thirty (30) days after the matter has been referred to the Independent Accountant. The scope of the Independent Accountant’s engagement (which shall not be an audit) shall be limited to the resolution of the disputed items expressly described in the Notice of Disagreement, and the recalculation, if any, of the Purchase Price in light of such resolution in accordance with this Section 1.5(b) . The Independent Accountant shall have no authority to review or raise items not expressly identified in the Notice of Disagreement. If the Independent Accountant is engaged pursuant to this Section 1.5(b) , the fees and expenses of the Independent Accountant shall be borne equally by AIG (on behalf of Sellers), on the one hand, and Purchaser, on the other hand.

     (c) The Purchase Price in respect of the Purchased Assets in the aggregate shall be reduced (the “ Purchase Price Reduction ”) by the amount, if any, that the sum of the aggregate Closing Date Loan Value of each Loan (as set forth on the final Closing Date Loan Value Schedule prepared pursuant to Sections 1.5(a) and (b) ), in each case, multiplied by the applicable Purchase Price Percentage in respect of each such Loan (such amount, the “ Final Closing Date Purchase Price ”) is less than the Estimated Purchase Price. The Purchase Price in respect of the Purchased Assets in the aggregate shall be increased (the “ Purchase Price Increase ”) by the

amount, if any, that the Final Closing Date Purchase Price is greater than the Estimated Purchase Price. In the event and to the extent that:

     (i) any Purchase Price Reduction is payable by Sellers to Purchaser in respect of any Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto or any Released Escrow Assets for which all applicable Required Consents have been obtained on or prior to the date upon which the Closing Date Loan Value Schedule has become final and binding on the parties hereto in accordance with Section 1.5(b) hereof, AIG shall cause Sellers to pay such applicable portion of the Purchase Price Reduction in respect of such Closing Date Purchased Assets and Released Escrowed Assets to Purchaser;

     (ii) any Purchase Price Reduction is payable by Sellers to Purchaser in respect of any Escrowed Assets (and the related Closing Date Purchased Assets) for which all applicable Required Consents have not been obtained on or prior to the date upon which the Closing Date Loan Value Schedule has become final and binding on the parties hereto in accordance with Section 1.5(b) hereof, AIG shall, as promptly as practicable, and in any event, not more than two (2) Business Days following such date, direct the Escrow Agent in writing in the form attached hereto as Exhibit 1.5(c)(ii) to release to Purchaser from the Purchase Price Escrow Account, such applicable portion of the Purchase Price Reduction in respect of such Escrowed Assets;

     (iii) any Purchase Price Increase is payable by Purchaser to Sellers in respect of any Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto or any Released Escrow Assets for which all applicable Required Consents have been obtained on or prior to the date upon which the Closing Date Loan Value Schedule has become final and binding on the parties hereto in accordance with Section 1.5(b) hereof, Purchaser shall pay such applicable portion of the Purchase Price Increase in respect of such Closing Date Purchased Assets and Released Escrowed Assets to the applicable Seller; and

     (iv) any Purchase Price Increase is payable by Purchaser to Sellers in respect of any Escrowed Assets (and the related Closing Date Purchased Assets) for which all applicable Required Consents have not been obtained on or prior to the date upon which the Closing Date Loan Value Schedule has become final and binding on the parties hereto in accordance with Section 1.5(b) hereof, the Purchaser shall deliver to the Escrow Agent to be deposited in the Purchase Price Escrow Account and held and released by the Escrow Agent in accordance with the terms of the Escrow Agreement, such applicable portion of the Purchase Price Increase in respect of such Escrowed Assets,

     In any such case of the preceding clauses (i), (ii), (iii) or (iv) of this Section 1.5(c) , the applicable party shall, within three (3) Business Days after the date upon which the Closing Date Loan Value Schedule becomes final and binding in accordance with Section 1.5(b) hereof, pay by wire transfer of immediately available funds to one or more accounts designated by the party or parties or to the Purchase Price Escrow Account, as the case may be, entitled to such amount in accordance with the foregoing. If no Purchase Price Reduction or Purchase Price Increase is required by the terms hereof, then the Purchase Price shall equal the Estimated Purchase Price.

For the avoidance of doubt, there shall be no adjustment to the Purchase Price in respect of any amount payable under any Retention Bonus Agreement to any Transferred Employee in accordance with Section 6.7(c) hereof.

     Section 1.6 Allocation of Consideration; Ownership of Escrowed Items .

     (a)  Allocation of Consideration . AIG shall cause each of the Sellers to, and the Purchaser shall, allocate the Purchase Price (plus any other items treated as consideration for the Purchased Assets for Tax purposes) among the Purchased Assets (including the Escrowed Assets and Transferred Intellectual Property) in a manner consistent with the allocation set forth on Schedule 1.6(a) attached hereto (the “ Allocation ”), and, unless otherwise required by applicable Law, AIG agrees to cause the Sellers, and the Purchaser hereby agrees, to file Internal Revenue Service Form 8594, and all federal, state, provincial, local and foreign Tax Returns, in accordance with such Allocation.

     (b)  Ownership of Assets and Monies Held in Escrow . The parties hereto hereby acknowledge and agree that from and after the Closing, the Purchaser, AIG and the Sellers shall treat (i) Sellers as the owners for all purposes of amounts deposited into the Purchase Price Escrow Account, subject to compliance with Section 1.3(b) of this Agreement and the lien granted by AIG and Sellers to Purchaser pursuant to the Escrow Agreement to secure AIG’s obligations under such Section 1.3(b) , and (ii) the Purchaser as the owner of (x) the Escrowed Assets and the Closing Date Purchased Assets related thereto and amounts deposited into the Escrowed Assets Escrow Account, subject to compliance with Section 1.3(b) of this Agreement and the lien granted by the Purchaser to AIG pursuant to the Escrow Agreement to secure the Purchaser’s obligations under such Section 1.3(b) and (y) the Escrowed Asset Non-Legal Loan Files, subject to compliance with Section 1.3(b) of this Agreement and the lien granted by the Purchaser to AIG pursuant to the Escrow Agreement to secure the Purchaser’s obligations under such Section 1.3(b) .

ARTICLE II

THE CLOSING; ESCROWED ASSET RELEASE DATES

     Section 2.1 Time and Place . The closing of the transactions contemplated by this Agreement is taking place at a closing (the “ Closing ”) to be held at (i) 10:00 a.m., New York City time, on the date hereof, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019. For all purposes of this Agreement, the sale and assignment of (i) the Closing Date Purchased Assets by Sellers to Purchaser, and the assumption of the Assumed Liabilities by Purchaser from Sellers, pursuant to this Agreement shall be deemed effective, and as having occurred, as of 1:00 a.m., New York City time, on the Closing Date and (ii) the Released Escrowed Assets by Sellers to Purchaser, pursuant to the Escrow Agreement shall be deemed effective, and as having occurred, as of 1:00 a.m., New York City time, on and as of the applicable Escrowed Asset Release Date.

     Section 2.2 Deliveries by Sellers .

     (a) Without limiting any other provision of this Agreement, at the Closing, AIG is delivering or causing each Seller to deliver the following to Purchaser (or, as applicable pursuant to the last sentence of this Section 2.2(a) , following the Closing):

     (i) the Loan Documents and Loan Files (or a copy thereof) included in the Closing Date Purchased Assets, and for the Loans included in the Escrowed Assets, each Escrowed Asset Non-Legal Loan File (or a copy thereof) relating thereto other than the Escrowed Assets which are to be delivered to the Custodian pursuant to Section 2.2(b) ;

     (ii) a notice from the respective Seller and Purchaser to each applicable Borrower notifying such Borrower of the sale and assignment of the respective Loan Documents to be sold and assigned by such Seller to Purchaser hereunder at the Closing, in substantially the forms attached as Exhibits 2.2(a)(ii)(x) and 2.2(a)(ii)(y) hereto, dated as of the Closing Date in respect of Loan Documents constituting Closing Date Purchased Assets and the Escrowed Assets, respectively and executed by such Seller;

     (iii) a notice from the respective Seller and Purchaser to each applicable Insurer notifying such Insurer of the assignment to Purchaser of such Seller’s security interest in the Policies or Annuities issued by such Insurer, which security interest is to be assigned hereunder at the Closing, in substantially the form(s) attached as Exhibit 2.2(a)(iii) hereto, dated as of the Closing Date in respect of Policies and Annuities securing Loans that constitute Closing Date Purchased Assets and the Escrowed Assets and executed by such Seller;

     (iv) with respect to each promissory note in favor of a Seller evidencing a Loan included in the Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto made by such Seller, such promissory note with an indorsement thereon in substantially the form attached as Exhibit 2.2(a)(iv) hereto;

     (v) counterparts of each of the Ancillary Agreements duly executed by AIG or its applicable Affiliates and, in respect of the Escrow Agreement, duly executed by the Escrow Agent and the Custodian;

     (vi) the Transferred Intellectual Property;

     (vii) a secretary’s certificate of AIG, in substantially the form attached as Exhibit 2.2(a)(vii) hereto, that is dated as of the Closing Date and has been executed by the secretary or an assistant secretary of AIG;

     (viii) the Facilities Payment; and

     (ix) a spreadsheet setting forth the information (and related valuations) of the types set forth on Schedule 2.2(a)(ix) hereto with respect to each Loan and the related Loan Collateral included in the Closing Date Purchased Assets and the Escrowed Assets, each as of June 30, 2009 or, solely in respect of Loan number 90-101780, as of July 17, 2009.

With respect to the deliverables listed in clauses (ii) through (ix) above, AIG is delivering or causing each Seller to deliver such deliverables on the Closing Date at the Closing. With respect to the deliverables listed in clause (i) above, AIG shall cause Sellers to transfer to Purchaser, possession of such deliverables at a mutually agreeable date as soon as practicable after the Closing but in no event later than the second (2 ^nd ) Business Day following the Closing Date.

     (b) Without limiting any other provision of this Agreement, on the Closing Date, AIG is delivering or causing each Seller to deliver the following to the Custodian to be held for the benefit of the Purchaser and released by the Custodian in accordance with the terms of the Escrow Agreement:

     (i) the Escrowed Assets; and

     (ii) with respect to each promissory note in favor of a Seller evidencing a Loan included in the Escrowed Assets made by such Seller, such promissory note with an indorsement thereon in substantially the form attached as Exhibit 2.2(b)(ii) hereto.

     (c) Without limiting any other provision of this Agreement, in the event and to the extent that either Seller receives, on or following the Closing Date, any prepaid amount in respect of interest not accrued and not due and payable on or prior to the Closing Date and received by either Seller on or after the Closing Date with respect to any Loan included in the Closing Date Purchased Assets or the Escrowed Assets (any such amount, a “ Post-Closing Prepaid Interest Amount ” in respect of such Loan), AIG shall cause such Seller to (i) remit, within five (5) Business Days of receipt thereof, to the Escrow Agent (if at the time of such remittance such amount is with respect to an Escrowed Asset or a Closing Date Purchased Asset related thereto) by wire transfer of immediately available funds an amount equal to such Post-Closing Prepaid Interest Amount to be deposited by the Escrow Agent into the Escrowed Assets Escrow Account to be held and released by the Escrow Agent in accordance with the terms of the Escrow Agreement or (ii) remit, within five (5) Business days of receipt thereof, to the Purchaser (if at the time of such remittance such amount is with respect to a Closing Date Purchased Asset in respect of which no Escrowed Asset remains in escrow on such date or a Released Escrowed Asset) by wire transfer of immediately available funds, an amount equal to such Post-Closing Prepaid Interest Amount to the account designated in writing by the Purchaser to AIG.

     Section 2.3 Deliveries by Purchaser .

     (a) Without limiting any other provision of this Agreement, at the Closing, Purchaser is delivering the following to AIG and Sellers, as applicable:

     (i) the payment of the Estimated Closing Date Purchased Assets Purchase Price by wire transfer of immediately available funds in such amount to such account(s) designated to Purchaser by AIG;

     (ii) counterparts of each of the Ancillary Agreements duly executed by the Purchaser or its applicable Affiliates and, in respect of the Escrow Agreement, duly executed by the Escrow Agent and the Custodian; and

     (iii) a secretary’s certificate of Purchaser, in substantially the form attached as Exhibit 2.3(a)(iii) hereto, that is dated as of the Closing Date and has been executed by the secretary or an assistant secretary of Purchaser.

     (b) Without limiting any other provision of this Agreement, at the Closing, Purchaser is delivering the payment of the Estimated Escrowed Assets Purchase Price by wire transfer of immediately available funds in such amount to the Purchase Price Escrow Account to be held for the benefit of AIG and released by the Escrow Agent in accordance with the terms of the Escrow Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AIG ON BEHALF OF SELLERS

     Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to Purchaser by AIG prior to entering into this Agreement (the “ AIG Disclosure Schedule ”), AIG, on behalf of each Seller and as to (i) the Purchased Assets other than the Transferred Intellectual Property, (ii) solely as referenced in Section 3.2 and Section 3.12 , the Transferred Intellectual Property, and (iii) the Assumed Liabilities each Seller is transferring to Purchaser hereunder, hereby represents and warrants to Purchaser on and as of the date hereof, as follows:

     Section 3.1 Organization and Authority of Sellers . Each Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Each Seller is a corporation duly qualified or licensed as a foreign corporation and is in good standing in each jurisdiction in which its right, title or interest in or to any Purchased Assets makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a Material Adverse Effect. Each Seller has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its respective obligations under, each of the Transaction Documents to which it is a party. The execution and delivery by each Seller of the Transaction Documents to which such Seller is a party (or the applicable Affiliate of the Seller of each of the Transaction Documents to which the Seller or the applicable Affiliate of the Seller is a party) and the consummation by such Seller (or the applicable Affiliate of such Seller) of the transactions contemplated by, and the performance by such Seller (or the applicable Affiliate of such Seller) of its respective obligations under, the Transaction Documents have been duly authorized by all requisite action on the part of such Seller (or the applicable Affiliate of such Seller). Upon their execution and delivery the Transaction Documents will be, duly executed and delivered by each Seller to the extent a party thereto. Assuming due authorization, execution and delivery by the other parties thereto, and upon execution and delivery thereof, the Transaction Documents will constitute, the legal, valid and binding obligation of each Seller to the extent a party thereto (or the applicable Affiliate of the Seller of the Transaction Documents to which the applicable Affiliate of the Seller is a party), enforceable against such Seller (or the applicable Affiliate of such Seller) in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of

whether enforcement is sought in a proceeding in equity or at law) (the “ Enforceability Exceptions ”).

     Section 3.2 No Violation; Consents . The execution and delivery by each Seller of each Transaction Document to which such Seller is or will be a party (or by the applicable Affiliate of the Seller of each of the Transaction Documents to which such Affiliate of the Seller is a party), and the consummation by such Seller (or the applicable Affiliate of such Seller) of all of the transactions contemplated hereby and thereby, including, without limitation, the sale and assignment of the Purchased Assets, including the Transferred Intellectual Property of such Seller by such Seller to Purchaser and the assumption of the Assumed Liabilities by Purchaser:

     (a) do not violate any provision of such Seller’s Organizational Documents;

     (b) except as may result from any facts or circumstances solely relating to the identity or regulatory status of Purchaser or its Affiliates and except as set forth on Schedule 3.2(b) hereto, do not require any consent, approval, license, permit, order, qualification, authorization of, or registration or other action by, or any filing with or notification to, any Governmental Authority (including, without limitation, any party to a Loan Document) (each, a “ Governmental Approval ”), to be obtained or made by the Sellers, except for any Governmental Approvals the failure to obtain or make which, individually or in the aggregate, would not have a Material Adverse Effect; and

     (c) except as set forth on Schedule 3.2(c) , do not violate or conflict with, or result in a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by the terms of, or result in the creation of any Lien other than a Permitted Lien upon any of the Purchased Assets, including the Transferred Intellectual Property of each Seller under, (i) any contract, license, permit, agreement or instrument to which such Seller is a party or by which such Seller or any of the Purchased Assets, including the Transferred Intellectual Property of such Seller is bound or (ii) any applicable Governmental Order or Law to which such Seller is a party or by which such Seller or any of the Purchased Assets, including the Transferred Intellectual Property of such Seller is bound, except, in the case of either clause (i) or (ii), for any such violation, conflict, breach, termination, default or acceleration which (A) is applicable solely as a result of (I) any act or omission by Purchaser or any of its Affiliates or (II) the status of any fact, event or circumstance pertaining to Purchaser or any of its Affiliates but not to any Seller or any of its Affiliates or (B) would not have a Material Adverse Effect.

     Section 3.3 Litigation . Except as set forth on Schedule 3.3 hereto, as of the date of this Agreement there are no Actions of any kind or nature pending or, to the Knowledge of each Seller, threatened in writing by any Person against such Seller relating to the Purchased Assets and the Assumed Liabilities.

     Section 3.4 Title to Purchased Assets . Except for the Transferred Intellectual Property which is the subject of Section 3.12 , and except as set forth on Schedule 3.4 hereto, each Seller has good title to or a valid right to possess those Purchased Assets not held as Loan Collateral of such Seller, free and clear of all Liens, other than (a) any Liens arising as a result of the Transaction Documents and (b) Permitted Liens.

     Section 3.5 Security Interest . Except as set forth on Schedule 3.5 , each Seller has a validly created, existing and perfected security interest in the Loan Collateral pledged, assigned, mortgaged, delivered or transferred as security under such Seller’s Loan Security Documents.

     Section 3.6 Loans; Loan Documents . With respect to each Loan made by a Seller:

     (a) except as set forth on Schedule 3.6(a) , such Loan arose from a bona fide transaction in the Ordinary Course of Business;

     (b) a copy of each written Loan Document relating to such Loan has been made available to Purchaser;

     (c) to the extent a Loan Document is evidenced via a photocopy, scanned copy in portable document format (“pdf”), facsimile or other copy delivered via electronic means and not an original executed instrument or document, such copy or copies (i) are maintained in the Loan File or Escrowed Asset Non-Legal Loan File for such Loan, (ii) are true, complete and correct copies of the original instruments or documents as executed by the Borrower, and (iii) have not been superseded, replaced or modified by any other writing, except for any such amendment, modification, extension, renewal or confirmation of such Loan Document as maintained in the applicable Loan File or Escrowed Asset Non-Legal Loan File, as the case may be;

     (d) each Loan File and Escrowed Asset Non-Legal Loan File delivered at the Closing Date or the applicable Escrowed Asset Release Date, as the case may be, contains all correspondence or other communication, documents, files or other books and records that Sellers reasonably believe are material to the origination, servicing or renewal of such Loan; provided , that the Purchaser acknowledges and agrees that each Escrowed Asset Non-Legal Loan File does not include the applicable Escrowed Assets which would otherwise be included therein;

     (e) except as set forth in Schedule 3.6(e)(x) , to the Knowledge of Sellers, each outstanding Loan constitutes the legal, valid and binding obligation of the Obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by the Enforceability Exceptions. Except as otherwise set forth in Schedule 3.6(e)(y) , no Obligor named in any Loan has provided notice (whether written or, to the Knowledge of Sellers, oral) to any Seller that such Obligor intends to attempt to avoid the enforceability of any term of any Loan under any such Enforceability Exceptions or for any other reason, and no Loan is subject to any valid defense, set off or counterclaim that has been asserted (whether written or, to the Knowledge of Sellers, oral) with respect to such Loan;

     (f) except as set forth in Schedule 3.6(f) , to the Knowledge of Sellers, the forms of documentation used by Sellers for the origination of Loans contain provisions enforceable against the Obligor (subject to the Enforceability Exceptions) such that the rights and remedies of the holder thereof pursuant to such provisions create a valid, binding and enforceable obligation in accordance with the express terms of the Loans (subject to the Enforceability Exceptions); and

     (g) except as set forth on Schedule 3.6(g) , such Seller is not in material breach of or material default under any Loan Document relating to such Loan and to the Knowledge of the applicable Seller, no other party to any Loan Document relating to such Loan is as of the date

hereof in material breach of or material default under any such Loan Document. Solely for purposes of this Section 3.6(g) , a Loan will only be deemed to be in material breach or material default if (i) a Seller has received written notice of a breach or material default by such Seller under a Loan Document relating to such Loan, (ii) any payment in respect of such Loan is more than sixty (60) days past due, (iii) any Obligor thereto has failed to satisfy any other material obligation in respect thereof (including remedying of any Loan Collateral deficiency in respect thereof) for more than sixty (60) days or (iv) the applicable Seller has otherwise exercised any remedies with respect to such Loan and the Loan Collateral securing such Loan is insufficient to satisfy principal and other amounts due and payable to the applicable Seller.

     Section 3.7 Compliance With Law .

     (a) Except as set forth on Schedule 3.7(a) , the Loans have been originated and serviced since June 30, 2006 in material compliance with all Laws applicable to the origination or servicing of the Loans (collectively, “ Origination and Servicing Laws ”), except where the failure to be in such material compliance would not result in the failure of any of the Loans to be valid, binding and enforceable in accordance with its express terms (subject to the Enforceability Exceptions).

     (b) No Seller has received any notice, whether written or, to the Knowledge of each Seller, oral, involving any matters that are unresolved as of the date hereof from any Governmental Authority regarding any actual or alleged failure of the origination or servicing of the Loans to be in material compliance with any Origination and Servicing Law and where such actual or alleged failure of the origination or servicing of the Loans to be in such material compliance would result in the failure of any of the Loans to be valid, binding and enforceable obligations in accordance with its express terms (subject to the Enforceability Exceptions).

     (c) Since June 30, 2006 there exist no facts or circumstances relating to Sellers’ compliance with all requirements for licenses, permits, exemptions, consents, waivers, authorizations, rights, franchises, orders, approvals, and registrations imposed by any Governmental Authority that would result in any of the Loans failing to be valid, binding and enforceable obligations in accordance with its express terms (subject to the Enforceability Exceptions).

     Section 3.8 Employees . Schedule 3.8 hereto lists certain employees of Sellers who, as of the date of this Agreement, have employment duties primarily related to the life insurance premium finance business of such Seller and to whom Purchaser (or one of its Affiliates) shall offer employment as of the Closing Date pursuant to Section 6.7 hereof, and indicating the date of employment, current title and compensation, and date of employment with either Seller or any Affiliate of either Seller or AIG. Each such employee set forth on Schedule 3.8 hereto is referred to herein individually as a “ Specified A.I. Credit Employee ” and collectively, as the “ Specified A.I. Credit Employees .”

     Section 3.9 Related Party Transactions . Except as set forth in Schedule 3.9 hereto, and except for any Loan made to purchase a Policy or Annuity issued by any Affiliate of either Seller, none of the Sellers’ Related Parties, directly or indirectly:

     (a) is involved in any business arrangement or relationship with either Seller with respect to the origination or servicing of the Loans, other than employment arrangements entered into in the Ordinary Course of Business;

     (b) is a party, in respect of the origination or servicing of the Loans, to any contract currently in effect with either Seller; or

     (c) provides services or resources in respect of the origination or servicing of the Loans to either Seller.

     Section 3.10 Change in Business Relationships . Except as set forth in Schedule 3.10 , no Seller has received notice (whether written or, to Sellers’ Knowledge, oral) (a) that any customer, agent, broker or business referral sources of either Seller material to the Purchased Assets intends to discontinue or materially diminish the business it does with Sellers, or (b) that any Specified A.I. Credit Employee set forth on Schedule 3.10 hereof of either Seller intends to terminate or materially alter the terms of his or her employment other than on the Closing Date in accordance with the terms of this Agreement with respect to such Specified A.I. Credit Employees. Except as set forth in Schedule 3.10 , to the Knowledge of Sellers, there are no complaints or disputes (in each case set forth in writing) with any Specified A.I. Credit Employee or any customer, agent, broker or business referral source that have not been resolved which are reasonably likely to be material to the Purchased Assets.

     Section 3.11 Employee Benefits .

     (a)  Schedule 3.11(a) hereto sets forth a list of all material (i) “employee benefit plans,” as defined in Section 3(3) of ERISA, and (ii) incentive, profit sharing, stock option, stock purchase, other equity based, employment, consulting, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs, policies, agreements, arrangements and practices, in each case for the benefit of any Specified A.I. Credit Employee as of the date hereof (collectively, the “ Benefit Plans ”). Summaries of all such Benefit Plans have been provided or made available to Purchaser.

     (b) All contributions required to be made by the Sellers under the terms of any Benefit Plan have been timely made when due.

     Section 3.12 Transferred Intellectual Property .

     (a)  Transferred System Intellectual Property . To the Knowledge of Sellers, as of the date hereof Sellers are the sole and exclusive owners of the Transferred System Intellectual Property, free and clear of all Liens, other than Permitted Liens. Since January 1, 2005, neither Seller has received any written notice from a third party alleging that the Transferred System Intellectual Property infringes or violates any Intellectual Property rights of such third party.

     (b)  Transferred Life Business Intellectual Property . As of the date hereof Sellers are the sole and exclusive owners of the Transferred Life Business Intellectual Property, free and clear of all Liens, other than Permitted Liens. Other than (i) the Parent Names and Marks, (ii) third party software including open source software and (iii) know-how as may be retained by any Specified A.I. Credit Employees who do not become Transferred Employees or any other employee of either Seller, AIG or any of their respective Affiliates, the Transferred Life Business Intellectual Property includes all material Intellectual Property used predominantly in connection with originating and servicing the Loans as currently conducted by Sellers. To the Knowledge of Sellers, there is no unauthorized use, infringement or misappropriation of the Transferred Life Business Intellectual Property. Since January 1, 2005, neither Seller has received any written notice from a third party alleging that the Transferred Life Business Intellectual Property infringes or violates any Intellectual Property rights of such third party.

     (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3.12 AND SECTION 3.2 , THE TRANSFERRED INTELLECTUAL PROPERTY IS BEING TRANSFERRED TO PURCHASER “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

     Section 3.13 OFAC . To the Knowledge of Sellers, as of July 21, 2009, no Obligor under any Closing Date Purchased Asset or Escrowed Asset is a person or entity with whom Persons subject to United States jurisdiction are restricted from doing business under regulations of OFAC of the U.S. Department of Treasury (including those named on OFAC’s List of Specially Designated Nationals and Blocked Persons, as amended from time to time, and those with whom business is prohibited or restricted under country sanction programs, such as the Cuban Asset Control Regulations) or pursuant to any Law, including, without limitation, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism. Since June 30, 2006, in accordance with Sellers practices and procedures in effect at the applicable time, Sellers have performed periodic checks of OFAC’s List of Specially Designated Nationals and Blocked Persons with respect to each Obligor under each Closing Date Purchased Asset and Escrowed Asset.

     Section 3.14 Broker’s and Advisor’s Fees . Sellers do not have any liability or obligations under any arrangement entered into by or on behalf of Sellers or any of their respective Affiliates to pay any fees or commissions to any broker, finder or advisor with respect to the consummation of the transactions contemplated by this Agreement for which Purchaser would be liable.

     Section 3.15 No Bankruptcy Event . As of the date hereof, none of AIG or Sellers expects to undertake or effect within the next ninety (90) days a voluntary Bankruptcy Event.

     Section 3.16 Disclaimer . Except for the representations and warranties contained in this Article III , and solely with respect to AIG, Section 7.9 , none of AIG, the Sellers or any of their respective Affiliates or their respective Representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to AIG, the Sellers, their respective Affiliates, the Purchased Assets, the Assumed Liabilities, the Transaction Documents or the transactions contemplated by the Transaction Documents,

including any relating to the financial condition, performance, results of operations, or assets or liabilities of any of the foregoing. Except for the representations and warranties contained in this Article III (and solely with respect to AIG, Section 7.9 ), (i) each of AIG and the Sellers disclaim, on behalf of itself, their respective Affiliates and their respective Representatives, any other representations or warranties, whether made by AIG, the Sellers or any of their respective Affiliates or their respective Representatives or any other Person, and (ii) each of AIG and the Sellers disclaim, on behalf of itself, their respective Affiliates and their respective Representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Purchaser or its Affiliates or Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be provided to the Purchaser or its Affiliates or Representatives by any Representative of AIG, the Sellers or any of their respective Affiliates). For the avoidance of doubt, none of AIG, the Sellers or their respective Affiliates or their respective Representatives makes any representations or warranties to the Purchaser or any other Person regarding the performance or profitability of the Purchased Assets (whether before or after Closing).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered by the Purchaser prior to entering into this Agreement (the “ Purchaser Disclosure Schedule ”), it being agreed that disclosure of any item in any section or subsection of the Purchaser Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is readily apparent on the face of such disclosure, the Purchaser hereby represents and warrants to AIG as of the date hereof as follows:

     Section 4.1 Organization and Authority of Purchaser . The Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. The Purchaser has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Documents. The execution and delivery by the Purchaser of the Transaction Documents and the consummation by the Purchaser of the transactions contemplated by, and the performance by the Purchaser of its obligations under, the Transaction Documents have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been, and upon execution and delivery the other Transaction Documents will be, duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by AIG or the Sellers (as applicable), this Agreement constitutes, and upon execution and delivery thereof, the other Transaction Documents will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

     Section 4.2 No Violation; Consents . The exe