PURCHASE AGREEMENT

Exhibit 10.1

Execution Version

PURCHASE AGREEMENT

BY AND BETWEEN

NATIONAL CITY COMMERCIAL CAPITAL COMPANY , LLC , as Purchaser

and

OLD NATIONAL BANK

and INDIANA OLD NATIONAL INSURANCE COMPANY ,

as , collectively , Seller

TABLE OF CONTENTS

Exhibits :

Exhibit A — Servicing Agreement
Exhibit B — Power of Attorney
Exhibit C — Assignment and Assumption and Bill of Sale
Exhibit D — Notice to Obligors
Exhibit E — Seller ’ s Officer ’ s and Incumbency Certificate
Exhibit F — Purchaser ’ s Officer ’ s and Incumbency Certificate

Schedules :

Schedules 1 and 1 A — Purchased Transactions
Schedule 2 — Escrowed Transactions
Schedule 3 — Excluded Transactions
Schedule 4 — Exceptions to Tax Exempt Transactions
Schedule 5 — Kansas State Bank Transactions
Schedule 6 — Kansas State Bank Transaction Documents
Schedule 7 — Seller ’ s Wire Transfer Instructions
Schedule 8 — Seller ’ s Required Consents
Schedule 9 — Exceptions To Representations

PURCHASE AGREEMENT

      THIS PURCHASE AGREEMENT (this “ Agreement ”), dated as of September 17, 2009, is entered into by and between OLD NATIONAL BANK, a national banking association, having its principal place of business at 1 Main Street, Evansville, Indiana 47708 (“ ONB ”) and its wholly-owned subsidiary, INDIANA OLD NATIONAL INSURANCE COMPANY, a Vermont corporation, having its principal place of business at 100 Bank Street, Burlington, Vermont 05402 (“ Insurance Co. ”; and, together with ONB, “ Seller ”) and NATIONAL CITY COMMERCIAL CAPITAL COMPANY, LLC, an Indiana limited liability company, having its principal place of business at 995 Dalton Avenue, Cincinnati, Ohio 45203 (“ Purchaser ”).

W I T N E S S E T H:

           WHEREAS , Seller is the owner of various Transactions (as defined in this Agreement) in respect of the leasing and financing of the acquisition, ownership, and operation of various types of equipment and other goods, software and other personal property to, among others, governmental authorities; and

           WHEREAS , Seller desires to sell, and Purchaser desires to purchase, certain of the Transactions originated and/or purchased by Seller, subject to the terms and conditions of this Agreement; and

      NOW , THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows intending to be legally bound:

ARTICLE 1

Definitions; Construction

     Section 1.1 Provisions Pertaining to Definitions . For all purposes of this Agreement, unless otherwise expressly specified:

          (a) All references to dollars or $ shall be United States Dollars;

          (b) All of the uncapitalized terms contained in this Agreement which are defined under the UCC will, unless defined in the Purchase Documents, or the context clearly indicates otherwise, have the meanings provided for in the UCC;

          (c) Unless the context clearly indicates the contrary, words importing the singular only shall include the plural and vice versa. The term “including” is used by way of

illustration and not by way of limitation. “Hereunder,” “herein,” “hereto,” “this Agreement” and words of similar import refer to this entire document;

          (d) The definition of any document, agreement or instrument includes all schedules, attachments and exhibits thereto and all renewals, extensions, supplements, modifications, restatements and amendments thereof. All references to statutes include: (i) all regulations promulgated thereunder, (ii) any amendments of such statutes or regulations promulgated thereunder, and (iii) any successor statutes and regulations, including any comparable provision of the applicable statute, ordinance, code, regulation or other law as amended or superseded after the date of this Agreement; and

          (e) Whenever the sense of this Agreement or any of the other Purchase Documents so require, the masculine or feminine gender will be substituted for, or be deemed to include, the neuter, the feminine gender will be substituted for the masculine, or the masculine will be deemed to include the feminine, and the neuter gender will be substituted for, or be deemed to include, the masculine or, as applicable, feminine gender.

     Section 1.2 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings (whether or not underscored):

          “ Additional Documents ” means, with respect to any Purchased Transaction, all instruments, documents and agreements with respect to such Purchased Transaction (other than the Transaction Documents) in the possession or control of Seller and pertaining to any Obligor in connection with the origination, administration, collection, servicing or enforcement of such Purchased Transaction, including all credit information and correspondence.

          “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.

          “ Assignment and Assumption ” means an Assignment and Assumption and Bill of Sale in substantially the form set forth as Exhibit C attached to, incorporated into, and made a part of, this Agreement.

          “ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Cincinnati, Ohio and Evansville, Indiana are authorized or required by law to close.

          “ Charges ” means, and includes, all right, title and interest in the regularly scheduled periodic Payments that the Obligor is obligated to pay under a Contract; provided, however , “Charges” will not include any (a) Payments (i) of late fees, prepayment premiums, or termination fees or (ii) for Taxes, insurance, or indemnification, or (b) other Payments not included in the periodic Payments as scheduled under the Contract.

          “ Claim ” means any action, suit, proceeding, claim, arbitration, mediation, demand, investigation or inquiry or any settlement of any of the foregoing (whether or not a formal proceeding or action has been instituted).

          “ Closed-Out Escrow Transaction ” means, with respect to each Escrowed Transaction, that each of the following has occurred: (a) the terms of the applicable escrow agreement for such Escrowed Transaction have been satisfied such that the escrow agent thereunder has made full and final disbursement of all of the escrowed funds to the applicable vendors and other payees of the applicable Obligors and (b) such Escrowed Transaction fully complies with each of the representations and warranties set forth in Section 3.1(b) without exception for any of the Excepted-Out Representations ( i.e., as if such exceptions had not been made in the first instance with respect to such Escrowed Transaction).

          “ Closing ” means and refers to the effective time of the sale of the Purchased Transactions, the Transaction Documents and Additional Documents related thereto, which for the purpose of the sale of the Purchased Transactions shall be 4:30 p.m., Eastern Standard Time, on September 17, 2009. “ Closing Date ” refers, in each case, to such day.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Contract ” means, and includes, each of, as applicable: (a) a lease contract entered into between, on the one hand, Seller, any assignor of Seller, or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan, and, on the other hand, an Obligor pursuant to which such Obligor leases Personal Property from Seller (or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan), including the master lease contract and all Lease Schedules entered into between Seller, any assignor of Seller, or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan, and such Obligor or (b) a loan or other financing agreement or instrument or an installment or credit sale agreement entered into between, on the one hand, Seller, any assignor of Seller, or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan, and, on the other hand, an Obligor pursuant to which Seller (or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan) finances Personal Property for such Obligor (as each of the foregoing may have been heretofore or may be hereafter renewed, extended, amended, restated, supplemented, modified or replaced from time to time).

          “ Credit Enhancement ” means, with respect to each Purchased Transaction, any of the following provided as security or credit support for the Purchased Transaction: (a) investment certificate, certificate of deposit, authorization to hold funds, hypothecation of account or like instrument, (b) letter of credit, repurchase agreement, indemnity agreement, guaranty, lease guaranty bond or postponement agreement, (c) recourse agreement, (d) security or pledge agreement, or (e) bond or debenture, in each case pledged, assigned, mortgaged, made, delivered or transferred as security for the performance of any obligation under or with respect to such Purchased Transaction.

          “ Damages ” means any and all actual losses, damages, liabilities, obligations, judgments, equitable relief granted, settlements, awards, offsets, defenses, counterclaims, actions or proceedings, reasonable out-of-pocket costs, expenses and attorneys’ fees (including any such reasonable costs, expenses and attorneys’ fees incurred in enforcing any right of indemnification against any Indemnitor or with respect to any appeal), interest and penalties, if any.

          “ Defaulted Transaction ” means a Purchased Transaction purchased by Purchaser hereunder concerning which a default or material breach by the Obligor has occurred under one or more of the Transaction Documents applicable thereto and such default or material breach has remained uncured by the Obligor for a period of not less than thirty (30) days after the occurrence of such default or breach.

          “ Discount Rate ” means 4.25% per annum.

          “ Enforceability Exception ” means the application, as applicable, of: (a) applicable bankruptcy, insolvency, reorganization, or moratorium laws, now or hereafter in effect, relating to or affecting the rights of creditors generally, (b) the rules or principles of equity affecting enforcement of obligations generally, whether at law, in equity or otherwise, and (c) the exercise of the discretionary powers of any court or other authority before which a proceeding may be brought seeking equitable remedies, including specific performance and injunctive relief.

          “ Escrow Services ” has the meaning given in Section 4.1(b) .

          “ Escrowed Transactions ” means, collectively, the Transactions identified on Schedule 2 attached to, incorporated into, and made a part of, this Agreement.

          “ Excepted-Out Representations ” has the meaning given in Section 5.1(e) .

          “ Excluded Transaction ” means those Transactions identified (or required to be identified pursuant to this Agreement) on Schedule 3 attached to, incorporated into, and made a part of, this Agreement: (a) that became Pre-Paid Contracts on or before the Closing Date, (b) that did not comply, as of the Closing Date, with the representations and warranties set forth in Section 3.1(b) , including a Transaction as to which all or any part of any Payment of any Charges under the Contract is past due (as measured from its contractual last due date) for more than 30 calendar days, or (c) in respect of which a material adverse change in the financial condition of the Obligor of such Transaction has occurred during the period between Purchaser’s initial due diligence review of the Obligors to the Closing Date.

          “ First Payment Default Transaction ” means a Purchased Transaction purchased by Purchaser hereunder concerning which (a) the regularly scheduled payment of Charges relating thereto first due after the Closing Date that is required to be remitted to Purchaser under this Agreement is not paid by the relevant Obligor within thirty (30) days after the due date therefor (so long as such payment due date is on or within 31 calendar days after the Closing) and (b) the Payment obligations arising thereunder are not brought completely current prior to the date on which it becomes a Defaulted Transaction.

          “ First Payment Default Transaction Repurchase Price ” means, with respect to a First Payment Default Transaction, an aggregate amount equal to the sum of: (a) that portion of the Purchase Price attributable to such First Payment Default Transaction, (b) interest on that portion of the Purchase Price attributable to such First Payment Default Transaction at a rate per annum equal to the Discount Rate (calculated on the basis of a year of 360 days and the actual

number of days elapsed) for the period from the Closing Date until the date repurchased by Seller, and (c) any reasonable out-of-pocket expenses incurred by Purchaser with respect to such First Payment Default Transaction.

          “ Government Financing Contract ” means a Contract, the Obligor of which is the United States, any State, any political subdivision, agency, department or instrumentality of the United States, any State or local government, or a qualified volunteer fire department (as defined in Section 150(e)(2) of the Code).

          “ Indemnification Event ” means any event, Claim, action or proceeding for which a Person is entitled to indemnification under this Agreement.

          “ Indemnitee ” means, as applicable, a Purchaser Indemnified Party or a Seller Indemnified Party.

          “ Indemnitor ” means, as applicable, Seller or Purchaser.

          “ Initial Contract Term ” means the period, before any renewal or extension of the stated term of a Contract, during which the Obligor is obligated under such Contract to pay Charges without any right of cancellation on the part of the Obligor.

          “ Kansas State Bank Servicing Only Transactions ” means those Transactions, identified as “KSB Assigned Transactions” on Schedule 5 attached to, incorporated into, and made a part of, this Agreement, which are owned by Seller but are serviced by Kansas State Bank of Manhattan pursuant to the Servicing Agreement dated July 1, 1994 between ONB and Kansas State Bank of Manhattan.

          “ Kansas State Bank Transactions ” means the Transactions identified on Schedule 5 attached to, incorporated into, and made a part of, this Agreement.

          “ Kansas State Bank Transaction Documents ” means the participation agreements referenced on Schedule 6 attached to, incorporated into, and made a part of, this Agreement (as each of the foregoing may have been heretofore or may be hereafter renewed, extended, amended, restated, supplemented, modified or replaced from time to time).

          “ Lease Schedule ” means a schedule, supplement or other lease agreement: (a) which incorporates a master lease contract between, on the one hand, Seller, any assignor of Seller, or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan, and, on the other hand, the Obligor and (b) pursuant to which Personal Property is leased and in which the Charges and the other requisite lease or financing terms are set forth and agreed to by the Obligor.

          “ Liabilities ” has the meaning given in Section 2.1(c) .

          “ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, charge, security interest, encumbrance, lien (statutory or other), or any

preference, priority or other security agreement or any preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any lease deemed under the UCC to be intended for security, and the authorized filing by or against a Person as debtor of any financing statement under the UCC or comparable law of any jurisdiction).

          “ Make-Whole Gain ” means, as to each Pre-Paid Contract, the positive difference, if any, between: (a) the sum of (i) the outstanding principal balance of all Charges which, under the terms of the applicable Transaction Documents, are due and payable during the period beginning on the Prepayment Date and ending on the last day of the Initial Contract Term and (ii) all prepayment premiums and termination fees, if any, due under such Pre-Paid Contract that are paid by the Obligor on the Prepayment Date and (b) one hundred percent (100%) of all Charges which, under the terms of the applicable Transaction Documents, are due and payable during the period beginning on the Prepayment Date and ending on the last day of the Initial Contract Term, discounted to present value at the Discount Rate.

          “ Make-Whole Loss ” means, as to each Pre-Paid Contract, the positive difference, if any, between: (a) one hundred percent (100%) of all Charges which, under the terms of the applicable Transaction Documents, are due and payable during the period beginning on the Prepayment Date and ending on the last day of the Initial Contract Term, discounted to present value at the Discount Rate and (b) the sum of (i) the outstanding principal balance of all Charges which, under the terms of the applicable Transaction Documents, are due and payable during the period beginning on the Prepayment Date and ending on the last day of the Initial Contract Term and (ii) all prepayment premiums and termination fees, if any, due under such Pre-Paid Contract that are paid by the Obligor on the Prepayment Date.

          “ Make-Whole Net Payment ” means an amount, which is determined by Purchaser during each calendar quarter ending during the Make-Whole Payment Period, equal to the positive difference, if any, between: (a) the aggregate Make-Whole Loss of all Contracts that became a Pre-Paid Contract during such calendar quarter and (b) the aggregate Make-Whole Gain of all Contracts that became a Pre-Paid Contract during such calendar quarter.

          “ Make-Whole Payment Period ” means the period beginning on the Closing Date and ending on the third anniversary of the Closing Date. For purposes of the last calendar quarter with respect to the Make-Whole Payment Period, such calendar quarter shall be deemed to end on September 17, 2012.

          “ Non-Assumable Claim ” means any Indemnification Event: (a) involving a Claim brought by any governmental authority (other than a governmental authority in its capacity as an Obligor under a Government Financing Contract) for a violation of applicable law, (b) seeking injunctive relief, (c) involving a class action, (d) involving allegations of criminal activities or (e) involving allegations of violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. sections 1961, et seq ., as amended, any domestic or foreign federal or state securities laws or regulations or any domestic or foreign federal or state antitrust laws.

          “ Non-Qualifying Escrowed Transaction ” has the meaning given in Section 5.1(e) .

          “ Non-Qualifying Escrowed Transaction Repurchase Date ” has the meaning given in Section 5.1(e) .

          “ Obligor ” means the Person executing any Contract as the lessee, borrower, customer or other obligor that is obligated to pay the Charges under such Contract and any guarantor or other Person which is obligated to make Payments under any Transaction Document.

          “ Outstanding Investment Balance ” means, with respect to any Warranty Breach Purchased Transaction or, as applicable, Non-Qualifying Escrowed Transaction that Seller is obligated, in either case, to repurchase from Purchaser pursuant to Section 5.1 , an aggregate amount equal to the sum of: (a) one hundred percent (100%) of all Charges and other Payments which, under the terms of the applicable Transaction Documents, were due and payable on or before the Warranty Breach Purchased Transaction Repurchase Date or, as applicable, the Non-Qualifying Escrowed Transaction Repurchase Date, and have not been paid to Purchaser, (b) one hundred percent (100%) of all Charges which, under the terms of the applicable Transaction Documents, are due and payable during the period beginning on the Warranty Breach Purchased Transaction Repurchase Date or, as applicable, the Non-Qualifying Escrowed Transaction Repurchase Date and ending on the last day of the relevant Initial Contract Term, discounted to present value at the Discount Rate, (c) one hundred percent (100%) of all Payments (other than Charges) which, under the terms of the applicable Transaction Documents, are due and payable to Purchaser on and after the Warranty Breach Purchased Transaction Repurchase Date or, as applicable, the Non-Qualifying Escrowed Transaction Repurchase Date, and (d) any reasonable out-of-pocket expenses incurred by Purchaser with respect to such Warranty Breach Purchased Transaction or, as applicable, Non-Qualifying Escrowed Transaction.

          “ Payments ” means all payments due and payable under the applicable Transaction Documents, including all Charges, all late fees, all Tax payments, all prepayment premiums or termination fees, all insurance payments, and all indemnification payments thereunder.

          “ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, limited liability company, corporation, institution, entity, party or governmental authority.

          “ Personal Property ” means, and includes, as applicable under the applicable Transaction Documents, equipment or other goods, software, or other personal property.

          “ Personal Property Tax ” has the meaning given in Section 4.3(c) .

          “ Pre-Paid Contract ” means any Purchased Transaction prepaid in full before the end of its Initial Contract Term pursuant to the terms of the applicable Transaction Documents in effect on the Closing Date.

          “ Prepayment Date ” means the date of the prepayment of a Contract in full.

          “ Purchase Documents ” means, collectively, this Agreement and any certificates, Schedules, Exhibits and other written agreements, instruments and documents delivered by Seller or Purchaser in connection with this Agreement and the consummation of the transactions contemplated hereby, including the Servicing Agreement.

          “ Purchased Transactions ” has the meaning given in Section 2.1(a) .

          “ Purchaser Indemnified Party ” has the meaning given in Section 5.2(a) .

          “ Recourse Loss Amount ” means, with respect to any Recourse Transaction, an aggregate amount equal to: (a) the sum of (i) one hundred percent (100%) of all Charges and other Payments which, under the terms of the applicable Transaction Documents, were due and payable on or before the date on which the subject Purchased Transaction became a Recourse Transaction (such date, the “ Recourse Date ”), (ii) one hundred percent (100%) of all Charges which, under the terms of the applicable Transaction Documents, are due and payable during the period beginning on the Recourse Date and ending on the last day of the Initial Contract Term, discounted to present value at the Discount Rate, (iii) one hundred percent (100%) of all Payments (other than Charges) which, under the terms of the applicable Transaction Documents, are due and payable to Purchaser on and after the Recourse Date, and (iv) all documented costs and expenses (including attorneys’ fees) incurred by Purchaser in connection with the sale or other disposition of the relevant Personal Property, as contemplated by Section 5.1(d)(ii) , minus (b) all cash amounts recovered by Purchaser from the sale or other disposition of the relevant Personal Property, as contemplated by Section 5.1(d)(ii) .

          “ Recourse Transaction ” has the meaning given in Section 5.1(d) .

          “ Reserved Rights ” means the right, title and interest of Seller in and to each and every indemnity or right of reimbursement of or in favor of Seller by the relevant Obligor under any Transaction Document or Additional Document to the extent such indemnity or right of reimbursement vests or arises from facts, events, or circumstances occurring or existing on or prior to the Closing Date; and, in each of the foregoing cases, the right to enforce payment of the same.

          “ Sales Tax ” has the meaning given in Section 4.3(d) .

          “ Seller Indemnified Party ” has the meaning given in Section 5.2(b) .

          “ Servicing Agreement ” means the Servicing Agreement, in the form attached as Exhibit A to this Agreement, made and entered into between Purchaser and Seller on the Closing Date.

          “ Specified Warranty Breach Purchased Transaction ” means a Warranty Breach Purchased Transaction other than an Unqualified Warranty Breach Purchased Transaction.

          “ Tax ” or “ Taxes ” means any and all sales, value-added, consumption, gross receipts and other similar taxes and duties measured by the amount charged for the purchase or

acquisition of and the sale, resale, financing, lease or sublease of property, all personal property, use, ad valorem or similar taxes, all documentary stamp, intangible, excise or similar taxes and all other taxes, levies or assessments (by whatever name) assessed or otherwise required to be paid in connection with the original purchase of the Personal Property, the ownership, financing, or leasing of such Personal Property by Seller (or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan) (including under a Contract), or any deemed lease or use of such Personal Property by Seller (or, in the case of the Kansas State Bank Transactions only, Kansas State Bank of Manhattan) or any Obligor, whether on basis of the value (or tax basis) of the Personal Property, the Payments to be made under a Contract, or otherwise, exclusive of any taxes on net income.

          “ Third Party Claim ” has the meaning given in Section 5.2(b) .

          “ Transaction ” means, and includes, collectively, all right, title and interest in each transaction which is the subject of a Contract.

          “ Transaction Documents ” means, collectively, for each Transaction, the applicable Contract and all schedules thereto, any acceptance certificate, signature authority certification, notification and acknowledgment of assignment, escrow agreements, and any other agreements, documents or instruments evidencing an obligation arising out of, providing security for, or relating to any Contract or any Credit Enhancement thereof, including, in the case of the Kansas State Bank Transactions, the Kansas State Bank Transaction Documents.

          “ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as adopted in each applicable jurisdiction, as amended or superseded from time to time.

          “ Unqualified Warranty Breach Purchased Transaction ” means a Warranty Breach Purchased Transaction which arises, in whole or in part, from the breach or inaccuracy of any representation or warranty made by Seller in any one or more of clauses (i), (ii), (iii), (vi), (vii), (x), (xi), or (xx) of Section 3.1(b) .

          “ Warranty Breach Purchased Transaction ” has the meaning given in Section 5.1(b) .

          “ Warranty Breach Purchased Transaction Repurchase Date ” has the meaning given in Section 5.1(b) .

ARTICLE 2

Purchase and Sale; Closing

     Section 2.1 Purchase and Sale Terms .

          (a) Purchase and Sale . Subject to the terms of this Agreement, effective as of the Closing, Purchaser shall purchase, receive and accept, and Seller shall sell, transfer, convey,

assign and deliver, without recourse except as expressly provided in this Agreement, all of Seller’s right, title and interest in, to and under the following described property and interests in property (collectively, the “ Purchased Transactions ”) exclusive of Seller’s Reserved Rights pursuant to the terms and conditions set forth herein:

               (i) each Transaction (A) the Obligor and Contract number of which is identified on Schedule 1 attached to, incorporated into, and made a part of, this Agreement and (B) which is not an Excluded Transaction;

               (ii) all Payments due on and after September 1, 2009 under the applicable Transaction Documents for the Transactions referenced in clause (i) of this Section 2.1(a) or which are allocable to any period beginning on or after September 1, 2009;

               (iii) all Additional Documents and all Transaction Documents applicable to the Transactions referenced in clause (i) of this Section 2.1(a) ;

               (iv) all Credit Enhancements and all collateral or security held by Seller, or on its behalf, with respect any debts, liabilities, obligations, indemnities, covenants and duties of the applicable Obligors owing to Seller with respect to the Transactions referenced in clause (i) of this Section 2.1(a) , including all security deposits, advance rent, escrow funds or deposits, impounds, reserves and similar funds, if any, with respect to such Transactions;

               (v) each item of Personal Property that is the subject of the Contracts for the Transactions referenced in clause (i) of this
Section 2.1(a) , including any rights to the residual interests in such Personal Property, subject to the rights of the Obligor under any such Contract, provided , that (A) with respect to the Personal Property owned by Seller, such Personal Property includes all rights to the residual interests in such Personal Property and (B) with respect to the Personal Property which is not owned by Seller, Seller’s interest therein is limited to a security interest in or other Lien on such Personal Property;

               (vi) all of Seller’s rights with respect to all insurance policies in respect of the Transactions referenced in clause (i) of this
Section 2.1(a) ;

               (vii) all of Seller’s rights with respect to the stipulated loss value for each item of Personal Property that is the subject of the Contracts for the Transactions referenced in clause (i) of this Section 2.1(a) ;

               (viii) all rights to service and administer the Transactions referenced in clause (i) of this Section 2.1(a) (exclusive of the Kansas State Bank Servicing Only Transactions), including Seller’s right to receive all Payments and all accounts with respect thereto and all surviving rights as owner and holder thereof;

               (ix) all supporting obligations with respect to the foregoing; and

               (x) all proceeds with respect to the foregoing.

          (b) Reserved Rights . Notwithstanding Section 2.1(a) , with respect to each Purchased Transaction, Seller shall retain the Reserved Rights, and Purchaser agrees that Seller may take such action under the express terms of the Transaction Documents or any Additional Documents or by law or in equity provided as Seller deems appropriate to enforce the Reserved Rights; provided, however , Seller acknowledges and agrees that (i) notwithstanding the terms of the Transaction Documents, the Personal Property securing, or which is the subject of, any Transaction Document shall not secure or be available to satisfy any of the Reserved Rights and (ii) in the event and to the extent that the Personal Property securing, or which is the subject of, any Transaction does not secure or is not otherwise available to satisfy any of the Reserved Rights pursuant to the terms of the Transaction Documents, neither Seller nor any Affiliate of Seller shall seek to foreclose, realize upon or otherwise exercise its respective remedies with respect to any such Personal Property or any portion thereof pursuant to the terms of the Transaction Documents, and, in connection therewith, Seller (on behalf of itself and all of its Affiliates) hereby expressly waives and releases any and all right, title and interest now held by it in and to the Personal Property pursuant to the terms of the Transaction Documents.

          (c) Assignment and Assumption of Liabilities and Related Matters . With respect to the Purchased Transactions, effective as of the Closing Date, Seller shall delegate and assign to Purchaser, and Purchaser shall assume, only the following (collectively, the “ Liabilities ”), subject to the terms and conditions set forth in this Agreement: all express obligations of Seller under the Transaction Documents to be performed after the Closing other than (i) to the extent that such otherwise assumed obligations of Seller arise from any act or omission of Seller taken or omitted before or at the Closing and (ii) the Escrow Services. Other than the Liabilities, Purchaser is not assuming or otherwise becoming responsible for, and shall not be deemed to have assumed or otherwise become responsible for, any indebtedness, liabilities or obligations of Seller of any kind, whether mature or contingent, known or unknown.

     Section 2.2 Purchase Price . The purchase price for the Purchased Transactions is the aggregate sum of $259,601,383.31 (“ Purchase Price ”). Purchaser shall wire transfer the Purchase Price on the Closing Date in accordance with the wire transfer instructions set forth on Schedule 7 attached to, incorporated into, and made a part of, this Agreement. The Purchase Price was determined exclusive of the Excluded Transactions but inclusive of the Escrowed Transactions subject to Section 5.1(e) .

     Section 2.3 Closing . The Closing shall take place at the offices of Seller in Evansville, Indiana, or such other location as mutually agreed between the parties, on the Closing Date. Unless Seller and Purchaser shall agree otherwise in writing, all of the transactions, deliveries and payments contemplated hereby shall be deemed to have taken place simultaneously, and no such transaction, delivery or payment shall be deemed to have been made until all such transactions, deliveries and payments are completed at the Closing.

     Section 2.4 Closing Deliveries .

          (a) Deliveries Regarding Purchased Transactions .

               (i) On the Closing Date, Seller will execute and deliver to Purchaser a power of attorney in substantially the form set forth as Exhibit B attached to, incorporated into, and made a part of, this Agreement.

               (ii) On the Closing Date, Seller and Purchaser shall execute and deliver the Assignment and Assumption and Bill of Sale with respect to the Purchased Transactions.

               (iii) On the Closing Date, Seller will execute and deliver to Purchaser, a completed document in the form set forth as Exhibit D attached to, incorporated into, and made a part of, this Agreement, for the purpose of notifying each applicable Obligor that each Purchased Transaction has been sold to Purchaser. Seller shall use commercially reasonable efforts to cooperate with and assist Purchaser in causing the Obligors to (A) return the notices with acknowledgment of the assignment thereof (if required under the applicable Contract) and with verification of the information included thereon within 30 days after the Closing and (B) notify all insurers providing insurance coverage with respect to the Purchased Transactions and Personal Property that the new loss payee and additional insured under all such insurance policies is Purchaser. Seller shall use commercially reasonable efforts to cooperate with and assist Purchaser in resolving any discrepancy raised by an Obligor relating to verification of the information included thereon.

          (b) Deliveries Regarding Seller . On the Closing Date, Purchaser shall receive from Seller a fully executed Officer’s and Incumbency Certificate in substantially the form set forth as Exhibit E attached to, incorporated into, and made a part of, this Agreement.

          (c) Deliveries Regarding Purchaser . On the Closing Date, Seller shall receive from Purchaser a fully executed Officer’s and Incumbency Certificate in substantially the form set forth as Exhibit F attached to, incorporated into, and made a part of, this Agreement.

     Section 2.5 Sole Representations . SELLER IS SELLING AND ASSIGNING, AND PURCHASER IS PURCHASING AND ASSUMING, THE PURCHASED TRANSACTIONS WITH ONLY THOSE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, AND SELLER HEREBY EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY EXPRESSLY DISCLAIMS RELIANCE ON, ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED.

     Section 2.6 Non-Recourse . Purchaser acknowledges and agrees that: (i) Seller’s sale and assignment of the Purchased Transactions to Purchaser, and Purchaser’s assumption of the Liabilities, are irrevocable except to the extent set forth in Section 5.1 ; and (ii) Purchaser shall have no recourse to Seller except for (A) Seller’s breaches of its representations, warranties or covenants, (B) Seller’s express obligations under Section 5.1 , and (C) Seller’s indemnities, in each case as expressly stated in, and subject to the terms of, this Agreement.

     Section 2.7 Sale Transaction . THIS AGREEMENT CONSTITUTES A SALE OF ALL OF SELLER’S RIGHTS, TITLES, AND INTERESTS IN EACH SUCH PURCHASED TRANSACTION AND INCLUDING ALL ASSOCIATED PERSONAL PROPERTY AND SHALL IN NO WAY BE CONSTRUED AS AN EXTENSION OF CREDIT BY PURCHASER TO SELLER. NO PARTY SHALL TAKE ANY ACTION THAT IS OR COULD BE CONSTRUED AS INCONSISTENT WITH SUCH INTENT, NOR SHALL ANY PARTY OMIT TO TAKE ANY ACTION, THE OMISSION OF WHICH IS OR COULD BE CONSTRUED AS INCONSISTENT WITH SUCH INTENT. As a precaution, if, notwithstanding such intent, a court of competent jurisdiction holds that any of the transactions evidenced hereby constitute a loan or borrowing and not a purchase and sale, Seller hereby grants to Purchaser a continuing, first priority, perfected security interest in and Lien on all of Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Purchased Transaction, including all associated Personal Property, all supporting obligations with respect to the foregoing, and all proceeds thereof, to secure the payment and performance of the Purchase Price and all obligations and liabilities of Seller under the Purchase Documents. As to each item of Personal Property and the proceeds thereof, Purchaser will have a first priority, purchase money security interest therein. Seller hereby irrevocably authorizes Purchaser at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Purchased Transactions, including all associated Personal Property, all supporting obligations with respect to the foregoing, and all proceeds thereof, as being of an equal or lesser scope or with greater detail and (ii) provide any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Seller is an organization, the type of organization and any organizational identification number issued to Seller. Seller hereby irrevocably authorizes Purchaser at any time and from time to time to correct or complete, or to cause to be corrected or completed, any financing statements, continuation statements or other such documents as have been filed naming Seller as debtor and Purchaser as secured party. Purchaser is hereby authorized to give notice to any creditor or any other Person as may be necessary or desirable under applicable laws to evidence, protect, perfect, or enforce the security interest granted to Purchaser in the Purchased Transactions, including all associated Personal Property.

ARTICLE 3

Representations and Warranties

     Section 3.1 Representations and Warranties of Seller . Seller hereby makes the following representations and warranties to Purchaser as of the Closing Date:

          (a) Organization, Power and Qualification .

               (i) ONB is a national banking association authorized to transact the business of banking under the laws of the United States. Insurance Co. is a corporation validly existing under the laws of the State of Vermont and is a wholly-owned subsidiary of ONB. Each

of ONB and Insurance Co. is duly licensed, qualified and in good standing to engage in its regular course of business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications, except where the failure to be so qualified, licensed or in good standing would not affect the enforceability of any Purchased Transaction or of any Transaction Document relating thereto;

               (ii) Each of ONB and Insurance Co. has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof;

               (iii) This Agreement and the other Purchase Documents have been duly authorized by all necessary corporate proceedings of Seller, has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except as such enforcement may be limited by an Enforceability Exception;

               (iv) Except as disclosed on Schedule 8 attached to, incorporated into, and made a part of, this Agreement, no consent, approval, authorization, order, registration or qualification of, or with, any Person or of, or with, an