EXHIBIT 4.6(a)
================================================================================
NOTE PURCHASE AGREEMENT
between
UAC SECURITIZATION CORPORATION
as Issuer,
WACHOVIA CAPITAL MARKETS, LLC,
as Deal Agent
the NOTE PURCHASERS
named herein
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Liquidity Agent
and as initial Committed Note Purchaser
and
VARIABLE FUNDING CAPITAL CORPORATION,
as an Initial Note Purchaser,
Dated as of October 7, 2003
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS..........................................................2
SECTION 1.1
DEFINITIONS..................................................2
ARTICLE II SALE AND DELIVERY OF THE
NOTES......................................5
SECTION 2.1 SALE
AND DELIVERY OF THE NOTES...............................5
SECTION 2.2 ACCEPTANCE
AND CUSTODY OF NOTES..............................5
ARTICLE III CONDITIONS
PRECEDENT...............................................5
SECTION 3.1
CONDITIONS PRECEDENT TO CLOSING..............................5
SECTION 3.2
CONDITIONS PRECEDENT TO EACH PURCHASE OF A SERIES OF NOTES...6
ARTICLE IV REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE ISSUER.............7
SECTION 4.1
REPRESENTATIONS AND WARRANTIES OF THE ISSUER.................7
SECTION 4.2
COVENANTS OF ISSUER..........................................9
ARTICLE V
INDEMNIFICATION.....................................................10
SECTION 5.1
INDEMNITIES BY THE ISSUER...................................10
ARTICLE VI THE DEAL AGENT AND THE LIQUIDITY
AGENT.............................10
SECTION 6.1
AUTHORIZATION AND ACTION....................................10
SECTION 6.2
DELEGATION OF DUTIES........................................11
SECTION 6.3
EXCULPATORY PROVISIONS......................................11
SECTION 6.4
RELIANCE....................................................12
SECTION 6.5
NON-RELIANCE ON DEAL AGENT, LIQUIDITY AGENT
AND OTHER NOTE PURCHASERS.............................13
SECTION 6.6
REIMBURSEMENT AND INDEMNIFICATION...........................13
SECTION 6.7 DEAL
AGENT AND LIQUIDITY AGENT IN THEIR
INDIVIDUAL CAPACITIES.................................14
SECTION 6.8
SUCCESSOR DEAL AGENT OR LIQUIDITY AGENT.....................14
ARTICLE VII ASSIGNMENTS;
PARTICIPATIONS.......................................15
SECTION 7.1
ASSIGNMENTS AND PARTICIPATIONS..............................15
ARTICLE VIII
MISCELLANEOUS....................................................17
SECTION 8.1
NOTICES, ETC................................................17
SECTION 8.2
SUCCESSORS AND ASSIGNS......................................17
SECTION 8.3
AMENDMENTS..................................................17
SECTION 8.4 NO
BANKRUPTCY PETITION AGAINST VFCC.........................18
SECTION 8.5
OTHER COSTS AND EXPENSES....................................18
SECTION 8.6
SETOFF......................................................19
SECTION 8.7
RECOURSE AGAINST CERTAIN PARTIES............................19
SECTION 8.8
FURTHER ASSURANCES..........................................19
SECTION 8.9
GOVERNING LAW; CONSENT TO JURISDICTION;
WAIVER OF OBJECTION TO VENUE..........................20
i
<PAGE>
SECTION 8.10 WAIVER OF
JURY TRIAL........................................20
SECTION 8.11 EXECUTION
IN COUNTERPARTS; SEVERABILITY; INTEGRATION........20
SECTION 8.12
HEADINGS....................................................20
EXHIBITS
EXHIBIT A
FORM OF PURCHASE NOTICE FOR NEW SERIES
EXHIBIT B
FORM OF ASSIGNMENT AND ACCEPTANCE
SCHEDULE A
CLOSING CONDITIONS
SCHEDULE B
ELIGIBLE TRUSTS
SCHEDULE C
CONDITIONS TO EACH PURCHASE
ii
<PAGE>
NOTE PURCHASE AGREEMENT
NOTE PURCHASE
AGREEMENT, dated as of October 7, 2003, by and among:
(1) UAC SECURITIZATION CORPORATION, a Delaware corporation, as Issuer
(together with its successors and assigns, the "Issuer").
(2) the financial institutions listed on the signature pages of this
Agreement under the
heading "Note
Purchasers" and their
respective
permitted successors
and assigns (but
excluding participants
under
Section 6.1) (the "Note Purchasers");
(3) VARIABLE FUNDING CAPITAL
CORPORATION, a Delaware corporation ("VFCC");
(4) WACHOVIA CAPITAL MARKETS,
LLC, a Delaware
limited liability
company
("Wachovia Securities"), as the deal agent (the "Deal Agent");
and
(5) WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
("Wachovia"), as the
liquidity agent (the
"Liquidity Agent") and
as
initial Committed Note Purchaser.
RECITALS
WHEREAS,
the Issuer has acquired and may from time to time hereafter
acquire certain motor vehicle Receivables by exercising clean up calls under
certain indentures and pooling and servicing agreements (each, a "Clean Up
Call");
WHEREAS,
the Issuer intends to use the proceeds of the Notes issued
hereunder to pay the Purchase Price for the
related Receivables;
WHEREAS, MBIA
Insurance Corporation (the "Insurer") has agreed to issue its
financial guaranty insurance policy in respect of each Series (as defined
herein) of Notes (as defined herein) issued
by the Issuer;
WHEREAS,
the Initial
Note Purchaser has agreed to acquire the Series
of
Notes to be issued under the Indenture (as defined herein) and the related
Series Supplement on the Series Closing
Date (as defined
herein) and to commit
to acquire subsequently issued Series of Notes issued under the
Indenture and
related Series Supplements and meeting the
requirements of this Agreement;
NOW, THEREFORE,
in consideration of the foregoing, other good and valuable
consideration, and the mutual terms and covenants
contained herein, the parties
hereto agree as follows:
<PAGE>
Article I
Definitions
Section 1.1 Definitions.
Unless otherwise
defined herein,
all capitalized
terms used herein
shall
have the meanings given to such terms in
the Indenture,
dated as of October
7,
2003 (the "Indenture"), by and among the Issuer,
Wilmington Trust
Company, as
Indenture Trustee, and JPMorgan Chase Bank, as Paying
Agent and Note Registrar,
as amended, modified and supplemented from time to time or if not
defined
therein, as defined in the Servicing
Agreement, dated as of October 7, 2003 (the
"Servicing Agreement"), by and between the Issuer and Systems & Services
Technologies, Inc. The following terms
shall have the following meanings:
Aggregate Purchase Price: On any day, the
aggregate of the Purchase Prices paid
and to be paid on such date of
determination by the Note Purchasers hereunder.
Agreement: This Note Purchase Agreement, as
it may from time to time be amended,
supplemented or otherwise modified in
accordance with the terms hereof.
Amended and Restated Administration Agreement: The Amended and Restated
Administration Agreement, dated as of July 1, 1998,
by and between VFCC and
Wachovia Securities, as the Administrator, as the same may be amended,
supplemented or otherwise modified from
time to time.
Assignment and Acceptance: An assignment and acceptance
entered into by a
Note
Purchaser and an Eligible Assignee, and accepted by the Deal Agent, in
substantially the form of Exhibit A
hereto.
Breakage Costs: Any amount or amounts as shall
compensate a
Noteholder for any
loss, cost or expense incurred by such Noteholder (as determined by such
Noteholder (and by the Deal Agent on behalf of VFCC) in such Person's sole
discretion) as a result of any redemption
of any Series of Notes pursuant to the
provisions of Section 11.2(f) of the
Indenture.
Clean Up Call: With respect to any Eligible
Trust, the exercise by the Issuer,
of an option to either (i) redeem all outstanding securities issued by such
Eligible Trust and acquire all of the assets of such
Eligible Trust or (ii)
acquire all of the assets of such Eligible Trust, thereby resulting in a
redemption of all outstanding securities issued by such Eligible Trust, in
all
cases (x) on the terms and conditions
provided for in documents relating to such
Eligible Trust and the issuance of the
related securities and (y) which Clean Up
Call shall occur on or after the first date
permitted under such documentation.
Commitment Termination Date: The earlier of
(i) the Liquidity
Termination Date
and (ii) the occurrence of a Termination
Event.
Committed Note Purchaser: Wachovia Bank,
National Association and its successors
and assigns.
2
<PAGE>
Contract List: With respect to any Eligible
Trust and the related
Purchased
Assets, a list of the Receivables specified as securing the related
Series of
Notes as of the related Cutoff Date specifying, with respect to each such
Receivable, the Principal Balance, the Contract Rate, the loan number, the
maturity date, the Obligor's name and
address.
Eligible Assignee: (i) A Person whose short-term rating is at least A-1 from
Standard & Poor's and P-1 from Moody's, or whose obligations under this
Agreement are guaranteed by a Person whose
short-term
rating is at least
A-1
from Standard & Poor's and P-1 from Moody's, or (ii) such other Person
satisfactory to VFCC, the Deal Agent and each
of the rating agencies rating the
Commercial Paper Notes.
Eligible Collateral: Any Purchased Asset acquired by
the Issuer from any of the
Eligible Trusts in connection with the
exercise by the Issuer of a Clean Up Call
regarding such Eligible Trust.
Eligible Trust: On any day any of the trusts
listed on Schedule B
hereto, as
amended from time to time with the consents
of the Issuer, the Insurer, the Deal
Agent and the Note Purchasers.
Indemnified Amounts: Has the meaning
specified in Section 5.1.
Indemnified Parties: Has the meaning
specified in Section 5.1.
Initial Series 2003-A Principal Amount:
$120,327,809.42.
Initial Noteholder: VFCC.
Liquidity Termination Date: October 5,
2004.
Note Purchaser: VFCC, the Committed Note Purchaser and any other Person
who
becomes a party to this Agreement.
Notes: Any Note of any Series of Notes
issued pursuant to Section 2.3 of the
Indenture.
Obligor: For a Receivable means the purchaser or the co-purchasers of the
Financed Vehicle or any other Person who
owes payments under the Receivable.
Other Costs and Expenses: Has the meaning
specified in Section 8.5.
Outstanding Contract Balance: The Principal Balance as of the
end of the last
Collection Period of all non-charged-off
Receivables.
Purchased Assets: With respect to any
Eligible Trust, (i) the Receivables listed
on Schedule A to the related Purchase
Notice, (ii) the security interests in the
Financed Vehicles or in any other property
granted by Obligors pursuant to such
Receivables, (iii) any Liquidation Proceeds and any proceeds from claims or
refunds of premiums on any Insurance Policies covering Financed Vehicles or
Obligors relating to such Receivables, (iv) the interest of the Issuer in
any
proceeds from recourse to Dealers relating
to such Receivables (excluding rights
to reimbursement of dealer premium or rebate of "dealer reserve"), (v) all
Insurance Policies and all documents
contained in the Receivables Files relating
to such Receivables, (vi) with respect to the
period
3
<PAGE>
commencing on the related Cutoff Date, all monies paid and all monies due,
including Accrued Interest, with respect to the Receivables to
the extent not
previously paid with respect to any such
Receivable and subsequently distributed
by the related Eligible Trust and (vii) all proceeds (including, without
limitation, "proceeds" as defined in the UCC of the
jurisdiction
the law of
which governs the perfection of the
interest in such Receivables so transferred)
of any of the foregoing.
Purchase Date: With respect to any Series of
Notes to be purchased by the Note
Purchasers hereunder, the Business Day specified as the
"Purchase Date" by the
Issuer in the related Purchase Notice.
Purchase Limit: $150,000,000.
Purchase Notice: Any notice given by the Issuer to
the Deal Agent with respect
to any purchase of any Series of Notes,
such notice to be in the form of Exhibit
A hereto and delivered pursuant to the
provisions of Section 2.1(a).
Purchase Price: With respect to any Series of Notes,
the initial Principal
Balance of such Series of Notes which shall
not exceed the price
required to be
paid for the related Purchased Assets to be acquired by the Issuer with the
proceeds of such Series of Notes.
Register: Has the meaning specified in
Section 6.1(c).
Series Closing Date: With respect to the Series 2003-A
Notes, October 8,
2003,
and, with respect to subsequent Series, the date set forth as such in the
related Series Supplement.
Series Note Rate: With respect to a Series
of Notes, the interest rate set forth
in the related Series Supplement,
which interest rate
must be acceptable to the
Deal Agent.
Termination Event: The occurrence of any (i) Event of
Default, (ii) Event
of
Servicer Default or (iii) Insurer
Default.
Transaction Documents: The Indenture, each Series Supplement, each Purchase
Notice, each of the Notes issued pursuant to a Series Supplement, this
Agreement, the Servicing Agreement, the Servicing Transfer Agreement, the
Insurance Agreement, each Policy, the Master Trust
Agreement and each document,
agreement, certificate and opinion from time
to time executed and/or delivered
in connection with any of the
foregoing.
UAC: Union Acceptance Corporation, an Indiana corporation,
and its successors
and assigns.
UCC: With respect to any jurisdiction,
the Uniform Commercial
Code as in effect
in the respective jurisdiction.
4
<PAGE>
Article II
Sale and Delivery of the Notes
Section 2.1 Sale
and Delivery of the Notes.
(a) Purchase of
Series 2003-A Notes.
On the basis of the
representations
and warranties and subject to the
terms and conditions
herein set forth,
the
Issuer agrees to deliver to the Deal Agent, for the benefit of the Initial
Noteholder and the Initial Noteholder agrees to purchase on the Closing
Date,
the Series 2003-A Notes, with a principal balance equal to the Initial
Series
2003-A Principal Amount for a price equal
to the Purchase Price therefor.
Each such Note
shall be duly executed by the Issuer, duly authenticated by
the Indenture Trustee and registered in the name of the related Initial
Noteholder.
(b) Purchase of Subsequent Series of Notes. The Issuer may from time to
time prior to the Commitment Termination Date, request that the
Note Purchasers
acquire additional Series of Notes on
terms and conditions
satisfactory to the
Noteholders. Each such request shall be
made to the Deal Agent at least ten (10)
Business Days prior to the requested Purchase Date in the form of Exhibit A
hereto. VFCC may, but shall not be obligated to acquire any such additional
Series of Notes and the Committed
Note Purchaser hereby agrees that it shall,
subject to the terms and conditions of this Agreement and
the satisfaction
of
the conditions precedent under the Indenture and
the related Series
Supplement
to the issuance of an additional Series of
Notes, acquire each additional Series
of Notes so offered to the Note
Purchasers by the
Issuer hereunder;
provided,
however, that the Note Purchasers
shall not have any
obligation to acquire any
additional Series of Notes if (i) the
Aggregate Purchase Price of all Notes,
after giving effect to the purchase of any such additional Series of Notes,
exceeds the Purchase Limit, (ii) an Event
of Default shall have occurred and has
not been waived by each of the Note
Purchasers
(regardless of whether
any Note
Purchaser has the right to waive such Event
of Default); or (iii) the Commitment
Termination Date shall have occurred.
Section 2.2
Acceptance and Custody of Notes.
On the Closing
Date and each Purchase Date, the Deal Agent, for the benefit
of the Noteholders, shall take delivery of the Notes issued on such date and
maintain custody thereof on behalf of the
related Noteholders.
Article III
Conditions Precedent
Section 3.1
Conditions Precedent to Closing.
The obligations
of the Note Purchasers
under this Agreement are subject to
the accuracy of the representations and warranties on the part of the Issuer
contained herein and in the other
Transaction
Documents to be executed and
delivered on or before the Closing Date and
to the satisfaction on or before the
Closing Date of each of the conditions set
forth in Schedule A hereto.
5
<PAGE>
Section 3.2
Conditions Precedent to Each Purchase of a Series of Notes.
The obligations
of the Note Purchasers under this Agreement to purchase any
Series of Notes, including without limitation the Series 2003-A Notes, are
subject to on any Purchase Date each of the
following conditions:
(a) The
Commitment Termination Date shall not have occurred;
(b) The
Aggregate Purchase
Price paid to the Issuer under this Agreement,
after giving effect to such purchase, shall
not exceed the Purchase Limit;
(c) No
Default or Event of
Default shall have
occurred and has not been
waived by each of the Note Purchasers
(regardless of whether
any Note Purchaser
has the right to waive such Event of
Default) or, would,
after giving effect to
such purchase, occur;
(d) The Series
Collateral to be
acquired with the
Purchase Price of
such
Series of Notes shall constitute Eligible
Collateral;
(e) No Insurer
Default shall have
occurred or, after giving effect to such
purchase, shall occur;
(f) The Insurer
shall have issued a Policy guaranteeing payment in full to
the Noteholders of the principal of, and accrued interest on, the Series of
Notes to be purchased on such Purchase
Date;
(g) No Event of
Servicer Default (as
defined in the
Servicing
Agreement)
shall have occurred or, after giving effect
to such purchase, shall occur; and
(h) The Series
of Notes to be purchased shall have a Note Rate
acceptable
to the Note Purchasers;
(i) The Issuer
shall have obtained all governmental authorizations required
in connection with the issuance and sale of such Series of Notes and the
performance of its obligations hereunder and under the
Transaction Documents to
which it is a party.
(j) The Issuer
shall have furnished to the Deal Agent, the Insurer and the
Note Purchasers a certificate signed by its principal
executive,
financial or
accounting officer, dated the applicable
Purchase Date, to the effect that:
(i) the representations and warranties of the Issuer in this
Agreement
and each
Transaction
Document to which it
is a party are true and correct
as if made on
and as of such
Purchase Date,
and the Issuer has
performed
all covenants
and agreements and satisfied all conditions on its part to be
performed or
satisfied at or prior to such Purchase Date; and
(ii) there has not been any materially adverse change or development
involving
a prospective materially adverse change, in the condition
(financial
6
<PAGE>
or otherwise), management, earnings, properties, business affairs or
business
prospects of the Issuer.
(k) The
conditions
precedent to the performance by the Issuer of its
obligations under the Indenture and the
Series Supplement
related to the Series
of Notes to be issued on such Purchase Date
shall have been satisfied.
(l) Prior to
such Purchase Date, the Issuer shall furnish to the Deal Agent
and the Insurer such further information,
certificates and documents as the Deal
Agent or the Insurer may reasonably
request.
If any of the conditions specified in this Section 3.2 shall not have been
fulfilled in all material respects when and
as provided in this Agreement, or if
any of the opinions and certificates referred to in or contemplated by this
Agreement shall not be satisfactory in form and substance
to the Deal Agent or
the Insurer and their respective counsel,
all obligations of the Note Purchasers
hereunder may be canceled by the Note
Purchasers
at, or at any time
prior to,
such Purchase Date.
Article IV
Representations, Warranties and Covenants of the Issuer
Section 4.1
Representations and Warranties of the Issuer.
The Issuer represents and warrants, as of the Closing Date and each
Purchase Date, to the Note Purchasers, the
Deal Agent and the Liquidity Agent as
follows:
(a) Organization and Good Standing. The Issuer is a corporation duly
organized and validly existing in good standing
under the laws of the
State of
Delaware, and has full corporate
powers, authority and legal right to own
its
properties and conduct its business as such
properties are
presently owned
and
such business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement, the Indenture and (with respect to any
Purchase Date on which this representation and warranty is made) the related
Series Supplement and each other
Transaction Document
to which it is or will be
a party and to execute, deliver and perform its
obligations under the Notes and
the other Transaction Documents to which it
is or will be a party.
(b) Due
Qualification.
The Issuer is duly
qualified to do business and is
in good standing in each jurisdiction
required in order to conduct its business,
and has obtained all necessary licenses and approvals,
in each jurisdiction
in
which failure to so qualify or to obtain
such licenses and approvals would have
a material adverse effect on the
Issuer.
(c) Due
Authorization.
The Issuer has the
power and authority to
execute
and deliver this Agreement, the Indenture, the Notes and each
other Transaction
Document to which it is or will be a party.
The execution and delivery of this
Agreement, the Indenture and (with respect to any Purchase
Date on which this
representation and warranty is made) the related
Series Supplement,
the Notes
and each other Transaction Document to which it is or will be a party
by the
Issuer and the consummation of the
transactions provided
for in this Agreement,
the
7
<PAGE>
Indenture and (with respect to any Purchase
Date on which this
representation
and warranty is made) the related
Series Supplement, the Notes and each other
Transaction Document to which it is or will
be a party have been duly authorized
by the Issuer by all necessary corporate
action on the part of the Issuer.
(d) No
Conflict. The execution and delivery of this Agreement, the
Indenture, the Notes and each other
Transaction Document to which it is or will
be a party, the performance of the
transactions
contemplated by this Agreement,
the Indenture and (with respect to any Purchase Date on which this
representation and warranty is made) the related
Series Supplement and each
other Transaction Document to which it is
or will be a party and the fulfillment
of the terms hereof will not conflict
with, result in any breach of any of
the
terms and provisions of, or constitute
(with or without
notice or lapse of time
or both) a default under, any Applicable Law or any indenture, contract,
agreement, mortgage, deed of trust, or other material
instrument to which
the
Issuer is a party or by which it or any of
its properties are bound.
(e) No
Proceedings. There are
no proceedings or investigations pending or,
to the best knowledge of the Issuer,
threatened,
before any court,
regulatory
body, administrative agency, arbitrator or other tribunal or governmental
instrumentality (i) asserting the invalidity of
this Agreement,
the Indenture
and (with respect to any Purchase Date on
which this representation and warranty
is made) the related Series Supplement, the Notes or any other Transaction
Document to which it is or will be a party,
(ii) seeking to prevent the issuance
of the Notes or the consummation of any of
the transactions contemplated by this
Agreement, the Indenture and (with respect to any Purchase
Date on which this
representation and warranty is made) the
related Series Supplement, the Notes or
any other Transaction Document to which it is or will be
a party, (iii) seeking
any determination or ruling that adversely
affects the performance by the Issuer
of its obligations under this Agreement,
the Indenture and
(with respect to any
Purchase Date on which this representation and warranty is made) the related
Series Supplement, the Notes or any other
Transaction Document to which it is or
will be a party, or (iv) seeking any determination or ruling that could
adversely affect the validity or
enforceability of this Agreement, the Indenture
and (with respect to any Purchase Date on
which this representation and warranty
is made) the related Series Supplement, the Notes or any other Transaction
Document to which it is or will be a
party.
(f) All Consents
Required. All approvals, authorizations, consents, orders
or other actions of any Person or of any
governmental body or
official required
to be obtained on or prior to the date
hereof in connection
with the execution
and delivery of this Agreement,
the Indenture and
(with respect to any Purchase
Date on which this representation and warranty is made) the related Series
Supplement, the Notes and the other
Transaction Documents to which it is or will
be a party, the performance by the Issuer of
the transactions
contemplated by
this Agreement, the Indenture and (with respect to any
Purchase Date on which
this representation and warranty is made) the related
Series Supplement,
the
Notes or any other Transaction Document to which it is or will be a party
and
the fulfillment by the Issuer of the terms
hereof, have been obtained.
(g) Solvency. The Issuer is not insolvent and will not be rendered
insolvent immediately following the consummation on such Purchase Date
of the
transactions contemplated by this Agreement,
the Indenture and (with respect to
any Purchase Date on which this
representation and warranty is made) the related
Series Supplement and any other
8
<PAGE>
Transaction Document to which it is or will
be a party, including the pledges by
the Issuer to the Indenture Trustee of the Series Collateral specified in the
Granting Clause of the related Series
Supplement.
(h) No Event of
Default. After giving
effect to the issuance
of the Notes
on such Purchase Date and the transactions contemplated by the Transaction
Documents, no Event of Default or Event of
Servicer Default,
Insurer Default or
Trigger Event exists.
(i) Information
Furnished to the Deal
Agent and the Indenture Trustee. All
information furnished by or on behalf of the
Issuer to the Deal
Agent or the
Indenture Trustee was true and complete in
all material respects.
(j) Taxes.
The Issuer has filed
all tax returns
required to be filed
and
has paid or made adequate provision for the payment of all its taxes,
assessments and other governmental
charges.
(k) Compliance.
The Issuer has
complied in all material respects with all
Applicable Laws in respect of the conduct of
its business and
ownership of its
property.
(l) Investment
Company. The Issuer is not an "investment
company" within
the meaning of the Investment Company Act
of 1940, as amended.
The representations and warranties set forth in this Section 4.1 shall
survive the Closing Date, each Purchase Date and each Grant to the
Indenture
Trustee on behalf of the Secured Parties.
Upon discovery by the Issuer, any Note
Purchaser, the Deal Agent, the Insurer
