Exhibit 10.2 SERIES 2007-A NOTE PURCHASE AGREEMENT

Exhibit 10.2

SERIES 2007-A NOTE PURCHASE AGREEMENT

Between

BROOKE MASTER TRUST LLC ,

as Issuer,

and

FIFTH THIRD BANK,

as Purchaser

dated as of December 10, 2007

TABLE OF CONTENTS

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This SERIES 2007-A NOTE PURCHASE AGREEMENT is entered into as of December 10, 2007, between BROOKE MASTER TRUST LLC, a Delaware limited liability company (together with its successors and assigns, the “ Issuer ”), and Fifth Third Bank, an Ohio banking corporation (in its individual capacity, “ Fifth Third ” and as purchaser under the Series 2007-A Note Purchase Agreement, and together with its successors and assigns, the “ Purchaser ”) and agreed to and acknowledged by Brooke Warehouse Funding, LLC, a Delaware limited liability company and Brooke Credit Corporation, a Delaware corporation (as the same may be amended, restated, supplemented or otherwise modified, from time to time, the “ Series 2007-A Note Purchase Agreement ”).

The parties hereto agree as follows:

RECITALS

WHEREAS, the Issuer will issue the variable funding notes pursuant to a Master Trust Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Master Trust Indenture ”), between the Issuer and The Bank of New York, a New York banking corporation as trustee (in such capacity, together with its successors and permitted assigns in such capacity, the “ Trustee ”), as supplemented by the Series 2007-A Supplement dated as of the date hereof, between the Issuer and the Trustee (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Series 2007-A Supplement ” and, together with the Master Trust Indenture, the “ Series 2007-A Indenture ”); and

WHEREAS, the Purchaser desires to purchase such variable funding notes (the “ Notes ”), from time to time, in accordance with the terms hereunder.

NOW, THEREFORE, for full and fair consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms . Capitalized terms used herein, but not herein defined, shall have the meanings set forth in the Series 2007-A Indenture. Additionally, the following terms shall have the following meanings:

“ Actual Annualized Net Loss Rate ” means the following, expressed as a percentage, determined as of the last day of the calendar month immediately preceding each Determination Date, equal to (i) the product of (a) the aggregate Unpaid Principal Balance of all Loans that became Defaulted Loans during the third preceding Settlement Period (such Unpaid Principal Balance being determined as of the last day of such third preceding Settlement Period without giving effect to any charge-off of such Loans), less the amount of recoveries on such Defaulted Loans actually received by the Issuer from the last day of the third preceding Settlement Period through the Determination Date and (b) 12, divided by (ii) the Eligible Loan Balance as of the first day of such third preceding Settlement Period.

“ Additional Amounts ” means all amounts owed by the Issuer pursuant to Section 2.10 and ARTICLE VIII hereof, plus all applicable Breakage Amounts.

“ Affected Party ” has the meaning specified in Section 8.3(a)(i) .

“ Aggregate Purchaser Funded Amount ” means, on any date of determination an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments (including, without limitation, any Decreases or Loan Transfers) in respect of the Notes made to and received by, or on behalf of, the Purchaser prior to such date.

“ Alternate Rate ” means, for any Note not funded at the CP Rate and with respect to any Settlement Period (or portion thereof), (a) an interest rate per annum equal to (i) one and one half of one percent (1.50%)  plus (ii) the Program Fee plus (iii) the LIBO Rate for such Settlement Period; provided , however , that if (x) a Eurocurrency Disruption Event occurs, or (y) there are fewer than two (2) Business Days prior to the commencement of an applicable Settlement Period to determine a LIBO Rate in accordance with its terms, then the “Alternate Rate” shall be equal to the Base Rate in effect for each day during the remainder of such Settlement Period plus the Program Fee or (b) if requested by the Issuer, an interest rate per annum equal to the Base Rate for such Settlement Period plus the Program Fee.

“ Annualized Default Rate ” means the following, expressed as a percentage, determined as of the last day of each Settlement Period equal to (i) the product of (a) the aggregate Unpaid Principal Balance of all Loans that became Defaulted Loans during such Settlement Period (such Unpaid Principal Balance being determined without giving effect to any charge-off of such Loans) and (b) 12, divided by (ii) the Eligible Loan Balance as of the first day of such Settlement Period.

“ Assignee ” means any special purpose vehicle issuing indebtedness in the commercial paper market that is administered by the Purchaser.

“ Assignee Purchaser ” has the meaning specified in Section 10.5(b) .

“ Assignment and Acceptance ” means an assignment and acceptance agreement entered into by a Purchaser and a permitted Assignee, pursuant to which such Assignee may become a party to this Series 2007-A Note Purchase Agreement.

“ Base Rate ” means, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBO Rate or through the issuance of Commercial Paper, a fluctuating interest rate per annum, as shall be in effect from time to time, which rate shall be at all times equal to the greater of:

(a) the rate of interest in effect for such day as publicly announced from time to time by Fifth Third in Cincinnati, Ohio as its “prime rate.” Such “prime rate” as set by Fifth Third based upon various factors, including Fifth Third’s costs

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and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate, and

(b) 0.50% per annum above the latest Federal Funds Rate.

“ Blended Rate ” means, with respect to any Funding Tranche funded or maintained through the issuance of Commercial Paper, the rate equivalent to the weighted average of (i) the weighted average of the discount rates on all of the Purchaser’s Commercial Paper issued at a discount and outstanding during the related Fixed Period, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include dealer fees and commissions and (ii) the weighted average of the annual interest rates payable on all interest-bearing Commercial Paper outstanding during the related Fixed Period, on the basis of a 360-day year, which rates shall include dealer fees and commissions; provided , that to the extent the Notes (or any portion thereof) are funded by a specific issuance of Commercial Paper, the “Blended Rate” shall equal the rate or weighted average of the rates applicable to such issuance.

“ Block Event ” means an event or circumstance that, after the giving of notice or lapse of time or both, would give rise to an Event of Default, Pay Out Event, Servicer Default or Subservicer Default.

“ Breakage Amounts ” has the meaning specified in Section 2.7 hereof.

“ Closing ” has the meaning specified in Section 3.1 hereof.

“ Commercial Paper ” means the short-term promissory notes of the Purchaser (or an Assignee) issued by the Conduit Purchaser (or an Assignee) in the United States commercial paper market.

“ Commitment ” has the meaning specified in Section 10.5(b) .

“ Conduit Purchaser ” means Fountain Square.

“ Consolidated Net Income ” means, with reference to any period and any Person, the net income (or loss) of such Person and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“ CP Rate ” for any Fixed Period for any Funding Tranche means, to the extent the Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing Commercial Paper, an interest rate per annum equal to (a) the Program Fee plus (b) the per annum rate equivalent to the “weighted average cost” (as defined below) related to the issuance of Fountain Square’s notes that are allocated, in whole or in part, by Fountain Square (or by the Purchaser) to fund or maintain such Funding Tranche (and which may also be allocated in part to the funding of other Funding Tranches hereunder or of other assets of Fountain Square); provided , however , that if any component of such rate is a discount rate, in calculating the “CP Rate” for such Funding Tranche, Fountain Square shall, for such component, use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. As used in this definition, Fountain Square’s “weighted average cost” shall consist of (x) the actual interest rate (or discount)

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paid to purchasers of Fountain Square’s notes, together with the commissions of placement agents and dealers in respect of such notes, to the extent such commissions are allocated, in whole or in part, to such notes by Fountain Square (or by the Purchaser) plus (y) any incremental carrying costs incurred with respect to Fountain Square’s notes maturing on dates other than those on which corresponding funds are received by Fountain Square.

“ Event of Default ” means any Event of Default pursuant to the Master Trust Indenture and any Event of Default listed in Section 9.1 .

“ Federal Bankruptcy Code ” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Purchaser from three Federal funds brokers of recognized standing selected by the Purchaser.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“ Fee Letter ” means the Fee Letter dated as of March 30, 2007, as amended and restated as of December 10, 2007, from the Issuer to the Purchaser setting forth certain fees payable by the Issuer in connection with the purchase of the Notes.

“ Fifth Third ” means Fifth Third Bank, an Ohio banking corporation, together with its successors and permitted assigns.

“ Fixed Period ” means, with respect to a Funding Tranche, a period selected by the Purchaser in its sole discretion; provided , that

(i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided , however , if interest in respect of such Fixed Period is computed by reference to the LIBO Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

(ii) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper will be for a term of less than or equal to 40 days; and

(iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated at the election of the Purchaser at any time, and upon notice thereof to the Issuer by the Purchaser, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period and shall accrue interest at the Base Rate.

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“ Fountain Square ” means Fountain Square Commercial Funding Corp., a Delaware corporation and its successors and permitted assigns.

“ Funding Tranche ” means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the Notes that accrue interest by reference to different interest rates.

“ Governmental Actions ” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

“ Governmental Rules ” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“ Increase Amount ” means the amount requested by the Issuer to be funded by the Purchaser on an Increase Date.

“ Increase Date ” means a date on which any Increase occurs.

“ Indemnified Amounts ” has the meaning specified in Section 8.1 hereof.

“ Indemnified Party ” has the meaning specified in Section 8.1 hereof.

“ Initial Purchase Price ” has the meaning specified in Section 2.2 hereof.

“ Initial Series 2007-A Note Principal ” means $142,612,512.69.

“ Issuer Indemnified Amounts ” has the meaning specified in Section 8.2(b) hereof.

“ Insurance Company Concentration ” means, at any time with respect to any insurance company, the percentage of the total monthly commissions paid to the Master Agent in respect of the Loans during the preceding six (6) calendar month period represented by commissions payable in respect of policies issued by such insurance company. For purposes of the foregoing, each insurance company and its Affiliates shall be treated as a single insurance company.

“ Insurance Company Concentration Limit ” means (i) with respect to any insurance company that has a long-term senior unsecured debt rating of at least “A2” from Moody’s, 30%, (ii) with respect to Bristol West Casualty Insurance Company, for so long as Bristol West Casualty Insurance Company maintains a long-term senior unsecured debt rating of not less than “Baa1” from Moody’s, 7%, (iii) with respect to The Travelers Companies, Inc, so long as The Travelers Companies, Inc maintains a long-term senior unsecured debt rating of not less than “Baa1” from Moody’s, 10%, and (iv) with respect to any other insurance company, 5%.

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“ Insurance Company Trigger ” means, with respect to any insurance company, that the Insurance Company Concentration for such insurance company exceeds the applicable Insurance Company Concentration Limit and such circumstance shall have remained unremedied for more than eight (8) months.

“ Master Agent Servicer Default ” has the meaning specified in Section 9.2 .

“ Master Trust Administrator Default ” has the meaning specified in Section 12.4 of the Master Trust Indenture.

“ Maximum Principal Amount ” means $150,000,000.

“ Note Rate ” means, with respect to each Interest Period, a variable rate per annum equal to the rate determined therefor by the Purchaser (based on any and all amounts which constitute Series 2007-A Financing Costs with respect to such Interest Period).

“ Notice of Increase ” means a written notice of an Increase in the form of Exhibit A hereto.

“ Participant ” has the meaning specified in Section 10.5(c) .

“ Performance Provisions ” means, (x) with respect to the Series 2007-A Supplement, the provisions thereof, if any, pertaining to (i) the Minimum Issuer Interest, (ii) the size and characteristics of the subordinated classes of Notes, or (iii) the Pay Out Events set forth in clauses (e), (f), (g) or (solely to the extent applicable or available to the Purchaser hereunder) (h) of Section 8.1 thereof; and (y) with respect to the Supplement for the first Series of term Notes, provisions thereof comparable in nature to those set forth in clause (x) and any other provisions intended to test the performance of the Loans or enhance the Notes issued thereunder.

“ Program Fee ” has the meaning specified in the Fee Letter.

“ Purchase Expiration Date ” means September 15, 2009.

“ Purchaser ” means Fifth Third, and any Assignee Purchaser that becomes a party to this Series 2007-A Note Purchase Agreement pursuant to Section 10.5 hereof.

“ Purchaser Percentage ” of any Purchaser shall initially mean 100% and thereafter (a) with respect to Fifth Third, the percentage set forth on the signature page to this Series 2007-A Note Purchase Agreement as may be changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to an Assignee Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Assignee Purchaser’s Purchaser Percentage, or such percentage as may be changed by each Assignment and Acceptance entered into between such Assignee Purchaser and an assignor.

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“ RFA Outstanding Amounts ” means any amount payable by Brooke Acceptance Company 2007-1 LLC to the Purchaser pursuant to the Amended and Restated Receivables Financing Agreement dated as of March 30, 2007 among Brooke Acceptance Company 2007-1 LLC, BWF, BCC and Fifth Third.

“ Series 2007-A ” has the meaning specified in the Series 2007-A Supplement.

“ Series 2007-A Closing Date ” has the meaning specified in Section 3.1 .

“ Series 2007-A Financing Costs ” means, with respect to any Interest Period, the sum of (x) the Series 2007-A Interest Component for such Interest Period, and (y) the Additional Amounts accrued during such Interest Period.

“ Series 2007-A Indenture ” means the Master Trust Indenture together with the Series 2007-A Supplement.

“ Series 2007-A Interest Component ” means, with respect to any Interest Period:

(x) the weighted average of the rates applicable to all Funding Tranches outstanding during all or part of such Interest Period (determined as of each day in such Interest Period), each such rate being (a) to the extent the Purchaser (or an Assignee) is funding such Funding Tranche during such period through the issuance of Commercial Paper, the CP Rate, and (b) to the extent any Purchaser is funding such Funding Tranche during such period at the Alternate Rate, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the LIBO Rate or Base Rate, as applicable with respect to such Funding Tranche (as determined in the sole discretion of the Purchaser); provided , that on any day after the occurrence and continuance of any Servicer Default, Subservicer Default, Pay Out Event or any other Event of Default, the rate applicable to each such Funding Tranche shall be 2%  per annum above the Base Rate in effect on such day; provided , however , that interest for any Funding Tranche shall not be considered paid by any distribution to the extent that all or a portion of such distribution is rescinded or must otherwise be returned for any reason; times

(y) the average daily Aggregate Purchaser Funded Amount for such Interest Period; times

(z) a fraction, the numerator of which is the number of days in such Interest Period and the denominator of which is 360 (or, if such Series 2007-A Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).

“ Series 2007-A Noteholders ” means each Holder of a variable funding note relating to the Series 2007-A issued from time to time pursuant to the terms of the Series 2007-A Indenture.

“ Series 2007-A Note Purchase Agreement ” means this Series 2007-A Note Purchase Agreement between the Issuer and Fifth Third as the same may be amended, restated, supplemented or otherwise modified from time to time.

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“ Series 2007-A Transaction Documents ” means (i) the Master Trust Indenture, (ii) the Series 2007-A Supplement, (iii) this Series 2007-A Note Purchase Agreement, (iv) the Notes, (v) the Performance Guaranty, (vi) the Intercreditor Agreement, (vii) the Letter Agreement, (viii) the Cost Allocation Agreement, (ix) the Fee Letter, (x) the Purchase and Sale Agreement, (xi) the Loan Purchase Agreement, (xii) the Servicing Agreement, (xiii) the Backup Servicing Agreement, (xiv) the Subservicing Agreement, (xv) the Subservicing Agreement (Allstate Loans), (xvi) the Master Agent Servicing Agreement, (xvii) the Backup Master Agent Servicing Agreement, (xviii) the Custodial Agreement, (xix) the Master Agent Security Agreement, (xx) the Subordination Agreement, (xxi) the Collection Account Agreement, (xxii) the Account Intercreditor Agreement, (xxiii) the Account Intercreditor Agreement (Allstate Receipts Trust Account), (xxiv) each Officer’s Certificate required pursuant to any Series 2007-A Transaction Document, (xxv) each Opinion required pursuant to any Series 2007-A Transaction Document and (xvi) all powers of attorney that are required under the Series 2007-A Indenture, in each case in effect on the date hereof or as modified in accordance with the terms of the Series 2007-A Transaction Documents.

“ Taxes ” has the meaning specified in Section 8.4 .

“ Transfer Supplement ” has the meaning specified in Section 10.5(b).

“ Trust Assets ” means all of the Issuer’s right, title and interest in and to all Loans, Related Security, Loan Documents, Collections and all proceeds relating to the foregoing and all of the other collateral which is part of the Trust Estate or otherwise pledged to the Trustee for the benefit of the Secured Parties pursuant to the Series 2007-A Indenture.

“ Undercollateralization Event ” means, on any date of determination, that the aggregate Unpaid Principal Balance of the Notes exceeds the Coverage Test, provided that if such excess results from a reduction in the Coverage Rate, such event shall not be deemed to occur within three (3) months after the date of such reduction in the Coverage Rate.

Section 1.2 Other Definitional Provisions . (a) All terms defined in this Series 2007-A Note Purchase Agreement shall have the meanings defined herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 , and accounting terms partially defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Series 2007-A Note Purchase Agreement shall refer to this Series 2007-A Note Purchase Agreement as a whole and not to any particular provision of this Series 2007-A Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Series 2007-A Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Series 2007-A Note Purchase Agreement unless otherwise specified.

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ARTICLE II

PURCHASE AND SALE

Section 2.1 Purchase and Sale of the Series 2007-A Notes . On the terms and subject to the conditions set forth in this Series 2007-A Note Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer shall offer to sell to the Purchaser, and the Purchaser shall purchase at the Closing the Notes in an initial outstanding aggregate principal amount equal to the Initial Series 2007-A Note Principal.

Section 2.2 Initial Purchase Price . The Notes are to be purchased at a price (the “ Initial Purchase Price ”) equal to 100% of the Initial Series 2007-A Note Principal.

Section 2.3 Increases . (a) Subject to the terms and conditions of this Series 2007-A Note Purchase Agreement and the Series 2007-A Supplement, from time to time, prior to the Purchase Expiration Date, upon receipt of a Notice of Increase, the Purchaser, in its sole and absolute discretion, may make Increases.

(b) Each Increase shall be subject to the further conditions precedent that:

(i) no later than the Business Day prior to the date of such Increase, the Issuer shall have delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, a completed Coverage Test Certificate containing information accurate as of a date no more than two (2) Business Days prior to the date of such Increase;

(ii) on the date of such Increase, the following statements shall be true and correct as of the date of such Increase (and the Issuer shall be deemed to have represented and warranted to the Purchaser that the following statements are true and correct as of the date of such Increase):

(1) after giving effect to such Increase, the representations and warranties contained in ARTICLE V and the representations and warranties of the other Brooke Parties contained in the Series 2007-A Transaction Documents are true and correct on and as of such date as though made on and as of such date;

(2) no Material Adverse Effect has occurred or is expected to occur;

(3) no event has occurred and is continuing, or would result from such Increase, which constitutes a Default or Event of Default;

(4) the Amortization Commencement Date has not occurred;

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(5) the Purchase Expiration Date has not occurred;

(6) the Purchaser shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 11:00 a.m. (New York time) two (2) Business Days prior to the date of such Increase. Each Notice of Increase shall specify (A) the aggregate amount of such Increase, which shall be in an amount greater than or equal to $250,000 and (B) the date of such Increase. Each such Notice of Increase shall be: (i) in the form of Exhibit A hereto, (ii) irrevocable, notwithstanding the failure of the Purchaser to provide any written request therefore or written confirmation thereof, (iii) effective upon receipt by the Purchaser and (iv) delivered in writing to the Purchaser by facsimile or email transmission. Any such notice received by the Purchaser after 12:00 p.m. New York City time will be deemed to have been delivered on the following Business Day. Only four (4) such notices may be delivered by the Issuer during any calendar month. On the date specified for such Increase in such notice, the Purchaser shall, upon satisfaction of the applicable conditions set forth in ARTICLE IV , make available to the Issuer in same day funds, the amount of such Increase by payment to the account which the Issuer has designated in writing;

(7) no Insurance Company Trigger has occurred and is continuing; and

(iii) after giving effect to such Increase, all Loans included in the calculation of the Coverage Test shall be Eligible Loans .

(c) The acceptance of any Increase by the Issuer shall be deemed to be a representation and warranty by the Issuer to the Purchaser that all conditions precedent set forth in this Section 2.3 and ARTICLE IV applicable to such Increase shall have been fulfilled or waived in writing by the Purchaser.

(d) Each Increase of the Notes shall be requested integral multiples of $250,000; provided, that an Increase may be requested in the entire remaining Maximum Principal Amount.

(e) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer by written notice to the Purchaser.

(f) All conditions set forth in Section 2.2(b) of the Series 2007-A Supplement, to the extent applicable, shall have been satisfied at such time.

Section 2.4 Extension of Purchase Expiration Date . The Issuer may advise the Purchaser in writing of its desire to extend the Purchase Expiration Date for an additional 365 days; provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Purchase Expiration Date. The Purchaser shall notify the Issuer in writing, within 45 days after its

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receipt of such request by the Issuer, whether the Purchaser approves of such extension (it being understood that the Purchaser may approve or disapprove of such request in its sole discretion) and, to the extent the Purchaser approves such extension, the Issuer, the Purchaser shall enter into such documents as the Purchaser may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchaser in connection therewith (including reasonable attorneys’ costs) shall be paid by the Issuer; it being understood, that the failure of the Purchaser to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension.

Section 2.5 Calculation of Monthly Interest .

(a) On the Business Day immediately prior to each Series Transfer Date, the Purchaser shall calculate, for the applicable Interest Period, the aggregate Monthly Interest for each Funding Tranche (such Monthly Interest to be calculated using the Note Rate, if necessary, for the remaining days in such Interest Period).

(b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by the Issuer with respect to the Notes, this Series 2007-A Note Purchase Agreement and the Series 2007-A Supplement to the account designated by the Purchaser. All such amounts shall be paid no later than noon, New York City time, on the day when due as determined in accordance with this Series 2007-A Note Purchase Agreement, the Series 2007-A Indenture and the other Series 2007-A Transaction Documents, in lawful money of the United States in immediately available funds. Amounts received after that time shall be deemed to have been received on the next Business Day and shall bear interest at 2%  per annum above the Base Rate then in effect, which interest shall be payable on demand.

Section 2.6 Benefits of Series 2007-A Indenture . The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Series 2007-A Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or agreement specifically states otherwise), also made herein, all for the benefit and security of the Purchaser.

Section 2.7 Broken Funding . In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) on the date specified in any notice delivered pursuant hereto; the Issuer shall compensate the Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to the Purchaser shall be deemed to include an amount (the “ Breakage Amount ”) determined by the Purchaser to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate

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of the Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.7 and setting forth any amount or amounts that the Purchaser is entitled to receive pursuant to this Section 2.7 and the reason(s) therefor shall be delivered to the Issuer by the Purchaser and shall include reasonably detailed calculations and shall be deemed conclusive absent manifest error. The Issuer shall pay to the Purchaser the amount shown as due on any such certificate on the first Payment Date which is not less than three (3) Business Days after receipt thereof.

Section 2.8 Illegality . Notwithstanding anything in this Series 2007-A Note Purchase Agreement or any other Series 2007-A Transaction Document to the contrary, if, after the Series 2007-A Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for the Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the LIBO Rate as contemplated by this Series 2007-A Note Purchase Agreement, (i) the Purchaser (or any liquidity and/or credit support provider of the Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the Purchaser) setting forth the basis for such illegality, which certificate shall be deemed conclusive absent manifest error, and (ii) the Purchaser’s portion of any Funding Tranche maintained by reference to the LIBO Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.

Section 2.9 Inability to Determine LIBO Rate . If, prior to the first day of any Interest Period relating to any Funding Tranche maintained by reference to the LIBO Rate:

(a) the Purchaser shall have determined (which determination in the absence of manifest error shall be deemed conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

(b) the Purchaser (or any liquidity and/or credit support provider of the Purchaser, as the case may be) shall have determined that the LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Purchaser (or any liquidity and/or credit support provider of the Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Interest Period;

then, in either such event, the Purchaser shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Purchaser, no further Funding Tranches shall be funded or maintained at the LIBO Rate. The Purchaser agrees to withdraw any such notice as soon as reasonably practicable after the Purchaser is notified of a change in circumstances which makes such notice inapplicable.

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Section 2.10 Fees . The Issuer shall pay to the Purchaser when due and in accordance with the provisions for payment set forth in Article 6 of the Series 2007-A Supplement, all of the fees set forth in the Fee Letter.

ARTICLE III

CLOSING

Section 3.1 Closing . The closing (the “ Closing ”) of the purchase and sale of the Notes shall take place on or about 10:00 a.m. New York City time on December 10, 2007, or if the conditions to closing set forth in ARTICLE IV shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “ Series 2007-A Closing Date ”).

Section 3.2 Transactions to be Effected at the Closing . On the Series 2007-A Closing Date, (a) the Purchaser will deliver or be deemed to deliver to the Issuer fund in an amount equal to the sum of the Initial Purchase Price (to the extent payable in cash in excess of the RFA Outstanding Amounts (as defined below)) by wire transfer of immediately available funds to a bank account designated by the Issuer to the Purchaser at least two (2) Business Days prior to the Series 2007-A Closing Date; and (b) the Issuer shall deliver the Notes to the Purchaser in satisfaction of the Issuer’s obligation to the Purchaser hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO PURCHASE ON THE SERIES 2007-A CLOSING DATE

Section 4.1 Conditions Precedent to Closing . The obligations of the Purchaser pursuant to this Series 2007-A Note Purchase Agreement required to be fulfilled on or before the Series 2007-A Closing Date, are, subject to the Purchaser’s sole discretion as to acceptability, to be conditioned upon the following:

(a) the Issuer representing and warranting to the Purchaser that all representations and warranties under this Series 2007-A Note Purchase Agreement, including but not limited to those listed under Section 5.1 hereof are true and correct in all material respects as of the Series 2007-A Closing Date;

(b) on or before the Series 2007-A Closing Date, the Issuer shall have performed in all material respects all of its obligations under this Series 2007-A Note Purchase Agreement;

(c) on or before the Series 2007-A Closing Date, the Purchaser shall have received duly executed copies of all of the Series 2007-A Transaction Documents;

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(d) on or before the Series 2007-A Closing Date, the Purchaser shall have received copies of the following in form and substance satisfactory to the Purchaser:

(i) the fully executed Master Trust Indenture;

(ii) this Series 2007-A Note Purchase Agreement; properly executed on behalf of the Issuer;

(iii) the fully executed Notes, properly executed on behalf of the Issuer;

(iv) the fully executed Series 2007-A Supplement;

(v) the Fee Letter, properly executed on behalf of the Issuer;

(vi) the fully executed Performance Guaranty, properly executed on behalf of Brooke Corporation for the benefit of the Trustee, for the benefit of the Noteholders and the other Secured Parties;

(vii) the Letter Agreement, property executed on behalf of the Issuer, BWF and BCC;

(viii) the fully executed Cost Allocation Agreement, property executed on behalf of BWF, BCC and the Issuer;

(ix) the fully executed Custodial Agreement, properly executed on behalf of the Custodian, the Issuer and the Purchaser;

(x) the fully executed Purchase and Sale Agreement, properly executed on behalf of BWF and BCC;

(xi) the fully executed Loan Purchase Agreement, properly executed on behalf of BWF and the Issuer;

(xii) the fully executed Servicing Agreement, properly executed on behalf of the Trustee, the Issuer, BWF, the Subservicer and the Servicer;

(xiii) the fully executed Subservicing Agreement, property executed on behalf of the Servicer, Backup Servicer, the Issuer and the Trustee;

(xiv) the fully executed Subservicing Agreement (Allstate Loans) properly executed on behalf of the Servicer and Brooke Capital Corporation;

(xv) the fully executed Master Agent Servicing Agreement, properly executed on behalf of Master Agent Servicer and Brooke Capital Corporation;

(xvi) the fully executed Backup Master Agent Servicing Agreement, properly executed on behalf of TBS Insurance Agency Services, Inc. and Master Agent Servicer;

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(xvii) the Master Agent Security Agreement, properly executed on behalf of Master Agent Servicer;

(xviii) the fully executed Subordination Agreement, properly executed on behalf of BCC, the Issuer and BWF;

(xix) the fully executed Account Intercreditor Agreement;

(xx) the fully executed Account Intercreditor Agreement (Allstate Receipts Trust Account);

(xxi) the fully executed Backup Servicing Agreement, properly executed by the Issuer, the Servicer, BWF, the Trustee and the Backup Servicer;

(xxii) the Collection Account Agreement, properly executed by BWF, the Collection Account Bank and the Trustee and the account number assigned by the Collection Account Bank to the Collection Account pursuant to such Collection Account Agreement;

(xxiii) financing statements sufficient when filed (in the judgment of the Purchaser) to perfect the Security Interest granted to the Purchaser hereunder;

(xxiv) current searches (within 30 days of the Series 2007-A Closing Date) of appropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against the Issuer, BWF, BCC, Master Agent Servicer, Brooke Corporation or Brooke Capital Corporation, and that no financing statements or other notifications or filings have been filed and remain in effect against the Issuer, BWF, BCC, Master Agent Servicer, Brooke Corporation or Brooke Capital Corporation with respect to any Collateral, other than those for which the Purchaser has received an appropriate release, termination or satisfaction or the Permitted Liens;

(xxv) a certified copy of the resolutions of the board of directors of each Brooke Party, the Servicer and the Backup Servicer evidencing approval of all Series 2007-A Transaction Documents and the other matters contemplated hereby;

(xxvi) copies of the organizational documents with respect to each Brooke Party, the Servicer and the Backup Servicer certified by the Secretary or Assistant Secretary of such Brooke Party, Servicer or Backup Servicer as being true and correct copies thereof;

(xxvii) a certificate of good standing with respect to each Brooke Party, the Servicer and the Backup Servicer dated not more than thirty (30) days prior to the Series 2007-A Closing Date, and evidence satisfactory to the Purchaser that such Brooke Party, the Servicer and the Backup Servicer are qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or licensing could have a Material Adverse Effect;

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(xxviii) a certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and the Backup Servicer, which shall certify the names of the officers of the relevant Person authorized to sign the Series 2007-A Transaction Documents and the other documents or certificates to be delivered pursuant to this Agreement, including requests for Increases, together with the true signatures of such officers. The Purchaser may conclusively rely upon such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and the Backup Servicer (as the case may be) canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;

(xxix) payment of all fees owed as of the Series 2007-A Closing Date to the Purchaser under this Series 2007-A Note Purchase Agreement, the Series 2007-A Supplement, the Fee Letter, or otherwise;

(xxx) audited financial statements for the period ended December 31, 2006, for Brooke Corporation and unaudited pro forma financial statements for the period ended September 30, 2007, for BCC;

(xxxi) a signed copy of one or more opinions of counsel for each Brooke Party, including a substantive non-consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Purchaser and addressed to the Purchaser, the Trustee and the Noteholders;

(xxxii) a signed copy of one or more opinions of counsel for the Custodian and the Servicer including standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Purchaser and addressed to the Purchaser;

(xxxiii) a signed copy of one or more opinions of counsel for the Trustee including standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Purchaser and addressed to the Purchaser;

(x