Credit Corp as Seller By: --------------------------------- Name: Title: AICCO, INC., as Seller By: -------------------------------- Name: Title:
Credit Corp pursuant to a Premium Finance Agreement, Disclosure Statement and Security Agreement dated as of May 29, 1997.
Credit Corp has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Credit Corp. has full power and authority to sell and assign the Contracts to be sold and assigned to and deposited with Antigua hereunder and has duly authorized such sale and assignment to Antigua by all necessary corporate action; and the execution, delivery and performance of this Agreement and all of Credit Corp.'s Related Documents have been duly authorized by Credit Corp. by all necessary corporate action.
Credit Corp. By: -------------------------------- Name: Title: AICCO, INC. By: -------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC., a Delaware Corporation By: -------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC., a California Corporation By: -------------------------------- Name: Title: IMPERIAL PREMIUM FUNDING, INC., a Delaware Corporation By: -------------------------------- Name: Title: EXHIBIT F LETTER AGREEMENT As of November 8, 1999 Bank One, National Association, as Trustee 1 Bank One Plaza Suite IL1-0126 Chicago, IL 60670-0126 Xx: Xxxxxxx Xxxxxxxxx Xxxx Xxxx: This letter shall confirm the undersigned's agreement with respect to certain matters relating to (a) the Sale and Servicing Agreement dated as of November 8, 1999, as amended or supplemented from time to time (the "Sale and Servicing Agreement"), among AIG Credit Premium Finance Master Trust, as issuer (the "Issuer"), Chase Manhattan Bank Delaware, as owner trustee of the Issuer, A.I. Receivables Transfer Corp. ("ART"), as seller, Bank One, National Association, as indenture trustee (the "Trustee"), A.I. Credit Corp. ("AIC"), as a servicer, AICCO, Inc. ("AICCO"), as a servicer, Imperial Premium Finance, Inc. ("IP Finance I"), as a servicer, Imperial Premium Finance, Inc., ("IP Finance II"), as a servicer, and Imperial Premium Funding Inc. ("IP Funding"), as a servicer and (b) the Support Agreement dated as of November 8, 1999 (the "Support Agreement") among ART, AIC, AICCO, IP Finance I, IP Finance II, IP Funding and the undersigned. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Base Indenture, dated as of November 8, 1999 ("Base Indenture") between the Issuer and the Trustee. In consideration of the Trustee's acquiring the Trust Estate on behalf of the Noteholders, the undersigned hereby agrees for the benefit of the Trustee on behalf of the Noteholders:
Credit Corp as a Servicer By: ----------------------------------------------- Name: Title: AICCO, INC., as a Servicer By: ----------------------------------------------- Name: Title: IMPERIAL PREMIUM FUNDING, INC., as a Servicer By: ----------------------------------------------- Name: Title: AICCO, INC., as a Servicer By: ----------------------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC., as a Servicer By: ----------------------------------------------- Name: Title: AGREED TO WITH RESPECT TO SECTION 11 HEREOF:
Credit Corp. By: ----------------------------------------------- Name: Title:
Credit Corp. Creditor agrees not to ask for, demand, xxx for, take or receive any payments with respect to all or any part of the Junior Debt or any security therefor, unless and until all of the Senior Debt have been paid and performed in full, except that if no default or event of default and no event which, with notice or passage of time or both, would constitute a default or event of default, has occurred under any documents or instruments evidencing or relating to the Senior Debt, both before and after giving effect to the following payments, then intercompany trading obligations and other regularly scheduled payments with respect to the Junior Debt may be made in the ordinary course of business; provided, further, that non-cash accruals in respect of the Junior Debt may be reflected in the respective books and records of Obligor and Creditor irrespective of the existence of any such default or event of default.
Credit Corp. By: ------------------------------- Name: Title: AICCO, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FUNDING, INC. By: ------------------------------- Name: Title:
Credit Corp. By: ------------------------------- Name: Title: AICCO, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FUNDING, INC. By: ------------------------------- Name: Title: EXHIBIT E FORM OF REASSIGNMENT OF RECEIVABLES REASSIGNMENT OF RECEIVABLES --------------------------- REASSIGNMENT NO. ______ OF RECEIVABLES, dated as of ____________ ____, by and among AIG Credit Premium Finance Master Trust, as trust (the "Trust"), Chase Manhattan Bank Delaware, as owner trustee (the "Owner Trustee"), A.I. RECEIVABLES TRANSFER CORP. (the "Seller") and Bank One, National Association, a banking association organized under the laws of the United States of America, as trustee (the "Trustee") pursuant to the Sale and Servicing Agreement referred to below.
Credit Corp and the Borrower have entered into a Receivables Sale Agreement (the "Receivables Sale Agreement") dated as of February [__], 1998 providing for the purchase from time to time by the Borrower of certain receivables arising from commercial premium finance loans financed from time to time (the "Receivables"). Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Receivables Sale Agreement (and if not defined therein, in the Pooling and Servicing Agreement defined therein).
