ACQUISITION AGREEMENT

EXECUTION COPY

ACQUISITION AGREEMENT

dated as of December 18, 2008

by and between

MMA MORTGAGE INVESTMENT CORPORATION

and

OAK GROVE COMMERCIAL MORTGAGE, LLC

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TABLE OF CONTENTS

2

Exhibits

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ACQUISITION AGREEMENT

This ACQUISITION AGREEMENT (this " Agreement ") dated as of December 18, 2008, is made and entered into by and between MMA MORTGAGE INVESTMENT CORPORATION, a Florida corporation (" Transferor "), and OAK GROVE COMMERCIAL MORTGAGE, LLC, a Delaware limited liability company (" Acquiror "). Capitalized terms used in this Agreement have the meaning given to such term in Article XV or elsewhere in this Agreement.

RECITALS

A. Transferor is in the business of the origination of, investment in and servicing of mortgage loans, both for the Transferor’s account and on behalf of Third Parties, and related activities (such business, as currently conducted by Transferor, is referred to herein as the " Business ").

B. Acquiror desires to purchase from Transferor, and Transferor desires to sell to Acquiror, 33.33% of the Acquired Assets, subject to the terms and conditions set forth herein.

C. Transferor desires that the Acquiror assume, and the Acquiror has agreed to assume, 33.33% of the Assumed Liabilities, subject to the terms and conditions set forth herein.

D. Transferor desires to contribute to the Acquiror, and the Acquiror desires to accept from the Transferor, 66.67% of the Acquired Assets and Assumed Liabilities of the Transferor, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND CONTRIBUTION

1.01. Purchased Acquired Assets . Except as otherwise provided herein, and subject to the terms and conditions set forth in this Agreement, Transferor agrees to sell, convey, assign, transfer and deliver to Acquiror, and Acquiror agrees to purchase from Transferor at the Closing, all of the right, title and interest in and to 33.33% of the Acquired Assets free and clear of all Liens other than Permitted Liens (the " Purchased Acquired Assets ").

1.02. Consideration . In consideration for the Purchased Acquired Assets, at the Closing:

(a) Acquiror shall pay to Transferor by wire transfer of immediately available funds (the " Cash Closing Payment ") an amount equal to (i) $23,500,000, minus (ii) the total amount of principal and accrued interest outstanding as of the Closing under the term promissory note (the " Term Note ") made by MMA Financial Holdings Incorporated (" Parent ") pursuant to the Term Loan Agreement, dated the date hereof, by and between Parent and Acquiror (the " Loan Agreement ") in the original principal amount of up to $15,000,000 pursuant to which an initial loan advance of $10,000,000 was made and a subsequent advance of $5,000,000 may be made, payable to the order of Acquiror, minus (iii) any amounts determined by the Closing Date to be due under Section 8.12 that have not been paid by Transferor, and

(b) Acquiror shall transfer and assign the Term Note to Transferor.

1.03. Contributed Assets . Except as otherwise provided herein, and subject to the terms and conditions set forth in this Agreement, Transferor agrees to contribute to Acquiror, and Acquiror agrees to accept from Transferor at the Closing, all of the right, title and interest in and to 66.67% of the Acquired Assets free and clear of all Liens other than Permitted Liens (the " Contributed Acquired Assets "). In exchange for the Contributed Acquired Assets, Acquiror shall issue to Transferor, and deliver to Transferor certificates representing:

(a) the number of Series A Preferred Units that has a Liquidation Preference equal to (i) Thirty Million Dollars ($30,000,000) minus (ii) the amount of Indebtedness, if any, that is part of the Assumed Liabilities (other than the principal amount due under the Warehouse Line), and

(b) the number of Series B Preferred Units that has a Liquidation Preference equal to Seventeen Million Dollars ($17,000,000).

The Series A Preferred Units and the Series B Preferred Units are defined in, and have the rights and preferences set forth in, the LLC Agreement. The Series A Preferred Units and Series B Preferred Units are referred to herein together as the " Preferred Units ," and collectively with the Cash Closing Payment and the Term Note, as the " Consideration ".

ARTICLE II

DESCRIPTION OF ACQUIRED ASSETS; EXCLUDED ASSETS

2.01. Acquired Assets . The assets, properties and rights to be conveyed to Acquiror shall be substantially all of the assets of the Business (other than the Excluded Assets), including all of the right, title and interest of Transferor, or of any of its Affiliates, in and to the following (the " Acquired Assets "):

(a) all cash or cash equivalents (including commercial paper) being held in or required to be held in reserve or restricted accounts to satisfy the lender loss reserve requirements related to restricted liquidity and operational liquidity of Fannie Mae (the " Lender Loss Reserve Accounts ");

(b) all cash or cash equivalents that are being held in or required to be held in segregated trust accounts to hold funds for principal and interest, taxes and insurance and other payments related to the Mortgage Loans or Servicing Agreements that are collected from or on behalf of an Investor, pursuant to the terms of the Mortgage Loans or Servicing Agreements, including the accounts set forth on Schedule 2.01(b) (the " Related Escrow Accounts "); and an amount of cash equal any Servicing Fees paid to, withheld or received by the Transferor prior to the Closing Date to the extent allocable to periods on or after the Closing Date (the parties hereto acknowledging that Servicing Fees are payable in advance); and an amount of cash equal to any application fees, good faith deposits, commitment fees or origination fees received by the Transferor prior to the Closing Date with respect to Mortgage Loans to be funded after the Closing Date that are included in the Acquired Assets in accordance with Section 2.01(g);

(c) all receivables or rights to payment related to Acquired Assets or Assumed Liabilities, other than the Advances and right to receive payment for Servicing Fees that are identified as Excluded Assets in Section 2.02(d);

(d) all loans and notes receivables, including any and all Mortgage Notes funded and held for sale by Transferor that have not been sold to the Agencies as of the Closing Date (and any Contracts and Mortgage Loan Documents related thereto), including those identified on Schedule 2.01(d) , other than the loan receivables that are identified as Excluded Assets in Section 2.02(d) (the " Mortgage Loan Portfolio ");

(e) (i) all of Transferor’s Servicing Rights, and (ii) all rights to receive Servicing Fees allocable to periods on and after the Closing Date, with any Servicing Fees paid with regard to periods that begin before and end after the Closing Date being allocated between Transferor and Acquiror on the basis of the number of days in the period to which the fees relate that are before or after the Closing Date (with any sums that are paid to Transferor before the Closing Date but are allocable to periods on or after the Closing Date to be remitted by Transferor to Acquiror);

(f) all rights and benefits on or after the Closing Date under the servicing agreements, pooling and servicing agreements, subservicing agreements, master servicing agreements, interim servicing agreements and related agreements related to the Business, all Contracts (" Agency Contracts ") with the Federal Housing Administration (" FHA "), United States Department of Housing and Urban Development (" HUD "), Federal National Mortgage Association (" Fannie Mae "), Government National Mortgage Association (" GNMA "), and Federal Home Loan Mortgage Corporation (" Freddie Mac ") (FHA, HUD, Fannie Mae, GNMA and Freddie Mac being hereinafter collectively referred to as the " Agencies ")) providing for the origination, sale, assignment or transfer of Mortgage Loans to and/or insurance, guarantee or loss sharing of Mortgage Loans by the Agencies and/or servicing of such Mortgage Loans by Transferor, including those Agency Contracts and other Contracts set forth on Schedule 2.01(f) (the " Servicing Agreements " and together with the Transferor’s Servicing Rights and rights to receive Servicing Fees as set forth in Section 2.01(e), the " Servicing Portfolio ");

(g) any and all rights and benefits associated with any forward or unfunded commitments and any Mortgage Loans in the process of origination on the Closing Date, including any Mortgage Loan Documents related thereto, for which applications have been submitted or which are otherwise to be underwritten by Transferor, including those set forth on Schedule 2.01(g) , which will be updated to reflect those forward and unfunded commitments and Mortgage Loans in process as of the Closing Date;

(h) all fixed assets, including office equipment, computers (including all equipment and devices, such as data processing hardware and related telecommunications equipment, media, and tools), furniture and fixtures, supplies and inventory, improvements and other equipment, machinery and tangible personal property, whether owned or leased, and Transferor’s rights under all related warranties, including the items listed on Schedule 2.01(h) ;

(i) all Transferor’s rights under the lease agreements (the " Office Leases ") pursuant to which Transferor occupies the leased real property located at 2177 Youngman Avenue, St. Paul, Minnesota 55116 and the office space located at 1705 W. Northwest Highway, Suite 145, Grapevine, Texas 76051 (the " Leased Offices "), provided, however, that if Tim Leonhard is not a Hired Business Employee, then the office space located at 1705 W. Northwest Highway, Suite 145, Grapevine, Texas 76051 shall be an Excluded Asset;

(j) all other Contracts related to the Business (in addition to the Servicing Agreements, Office Leases, and Software Contracts) that are listed on Schedule 2.01(j) , including any lease agreements with respect to the fixed assets used in the Business, (such Contracts, together with the Contracts listed on Schedule 2.01(d) , Servicing Agreements, Office Leases, and Software Contracts are referred to as the " Assumed Contracts ");

(k) all credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties to the extent related to an Acquired Asset, an Assumed Liability or an Assumed Contract;

(l) to the extent transferable, all Licenses issued by the Agencies or any Governmental or Regulatory Authority necessary to operate the Business, including the Licenses set forth on Schedule 2.01(l) ;

(m) any and all rights of Transferor associated with the name "Glaser Financial Group" or any variations thereof that contain the name "Glaser";

(n) all restrictions on competition and obligations regarding confidentiality imposed for the benefit of Transferor on Third Parties, including present and former Business Employees of Transferor, to the extent those restrictions and obligations can be assigned or otherwise transferred to Acquiror;

(o) all claims, credits, refunds, causes of action, and rights to damages, profits or set-off whatsoever, whether known or unknown, whether arising by way of counterclaim or otherwise, to the extent related to the Acquired Assets and arising or accruing from and after the Closing Date or to the extent related to the Assumed Liabilities or Assumed Contracts;

(p) to the extent transferable but subject to Section 8.12, all guaranties, warranties, indemnities and similar rights in favor of Transferors or any of their Affiliates to the extent related to any Servicing Agreement, any Acquired Asset, any Assumed Liability or any Assumed Contract;

(q) to the extent transferable but subject to Section 8.12, (i) all rights under insurance policies and insurance proceeds directly relating to Mortgage Loans identified in the Mortgage Loan Schedule, and (ii) all bank accounts, other accounts, safe deposit boxes, lock boxes and safes related to the Business that are the Lender Loss Reserve Accounts or Related Escrow Accounts or to which payments relating to any Mortgage Loans or other Acquired Assets purchased hereunder are directed to be made;

(r) all business information and originals or complete copies of all related Books and Records, Mortgage Files and related Mortgage Loan Documents, all lists and copies of underwriting files relating to forward or unfunded commitments, including those with any Agency, provided that Transferor may retain records that Transferor is required by Law to retain in its possession so long as Acquiror is provided with complete copies thereof;

(s) subject to Section 8.12, all transferable Contracts, agreements, licenses, and other commitments and arrangements with any Person respecting the ownership, license, acquisition, design, development, distribution, marketing, development, use, outsourcing or maintenance of computer program code, related technical or user documentation, and databases, in each case related to the Business, including the items which are listed on Schedule 2.01(s) as (i) licenses from third parties (development and/or marketing), (ii) licenses from third parties (internal use only), (iii) development contracts, work-for-hire agreements, information technology outsourcing agreements, and consulting and employment agreements, (iv) licenses and sublicenses to others, and (v) maintenance, support, or enhancement agreements (" Software Contracts "), and all technical and descriptive materials relating to the acquisition, design, development, use, or maintenance of computer code, program documentation, computer equipment and materials;

(t) all of the intangible rights and property of the Transferor, including all Transferor’s Intellectual Property rights, all telephone and facsimile numbers, all listings in all telephone books and directories, Transferor’s webpage and web address, and Transferor’s corporate name and logo (subject to the restrictions set forth in Section 8.09 and Section 9.03), including those listed on Schedule 2.01(t) ; and

(u) all goodwill in and related to the Business.

2.02. Excluded Assets . The Acquired Assets shall not include any of the following assets, properties and rights of Transferor, all of which shall be deemed retained by Transferor (the " Excluded Assets "):

(a) all cash and cash equivalents and marketable securities, other than those specified in Sections 2.01(a) and 2.01(b);

(b) the Letter of Credit Collateral (but subject to the obligation with regard to the Letter of Credit Collateral specified in Section 8.08);

(c) all minute books, stock records and corporate seals of Transferor;

(d) (i) the right to be reimbursed for any Advances made by the Transferor prior to the Closing Date, (ii) those loans receivables that are being held for investment rather than being held for sale to the Agencies, which are listed in Schedule 2.02(d)(ii) , (iii) all Servicing Rights and all rights to receive Servicing Fees with respect to Mortgage Loans that have been foreclosed or have been assigned to special asset management, or its equivalent, of any Agency prior to the Closing Date, which are listed on Schedule 2.02(d)(iii) , or are moved into that category between the date of this Agreement and the Closing Date, and (iv) all rights to receive Servicing Fees allocable to periods before the Closing Date, with any Servicing Fees paid with regard to periods that begin before and end after the Closing Date being allocated between Transferor and Acquiror on the basis of the number of days in the period in which the fees relate that are before or after the Closing Date (with any sums that are paid to Acquiror on or after the Closing Date but are allocable to periods before the Closing Date to be remitted by Acquiror to Transferor);

(e) other than those described in Section 2.01(q) and subject to Section 2.01(o), all insurance policies and rights thereunder, including all insurance proceeds that Transferors have a right to receive as of the Closing Date;

(f) originals or copies of all Books and Records existing as of the Closing Date that Transferor is required by Law to retain in its possession, or that Transferor reasonably determines it may need in connection with the preparation or audits of Tax Returns, the preparation of financial statements, the conduct of litigation or involvement in governmental investigations, or for other purposes related to the ongoing activities of Transferor or its Affiliates (so long as the use of such Books and Records does not violate any non-competition obligations of Transferor or its Affiliates), provided, that Acquiror is provided with the originals or complete copies thereof;

(g) all claims for and rights to refunds of Taxes that relate to periods ending prior to the Closing Date or the conduct of the Business prior to Closing Date;

(h) all rights in connection with, and assets of, Benefit Plans;

(i) all rights of Transferor under this Agreement and the Transaction Documents;

(j) all claims of Transferor against Third Parties relating to Retained Liabilities; and

(k) all of the Contracts, assets, rights and claims described in Schedule 2.02(k) .

ARTICLE III

ASSUMPTION OF LIABILITIES

3.01. Assumed Liabilities . Subject to Section 3.02, at the Closing, Acquiror shall assume and agree to perform and discharge only the following Liabilities of Transferor and no others (the " Assumed Liabilities "):

(a) subject to acquiring the Bank’s consent, all Liabilities of Transferor for repayment of warehouse financing under the Amended and Restated Credit Agreement dated as of November 16, 2005 by and between MMA Mortgage Investment Corporation and U.S. Bank National Association, as amended by Amendments dated as of December 5, 2005, December 14, 2005, March 15, 2006, July 24, 2006, November 30, 2006, November 30, 2007, March 27, 2008, April 30, 2008 and November 14, 2008 (the " Warehouse Line ") relating to the Mortgage Loans funded and held for sale by Transferor that are set forth in Section 2.01(d) (the " Warehouse Loans "), and all interest and fees with regard to the Warehouse Line relating to periods or portions of periods beginning on or after the Closing Date (but not with regard to periods or portions of periods ending before the Closing Date). Transferor is aware that Acquiror may obtain its own credit facility for warehouse financing and use the proceeds of such new credit facility to pay the outstanding balance (other than interest and fees with regard to periods or portions of periods ending before the Closing Date) due and owing as of the Closing Date with respect to the funding of Warehouse Loans on the Warehouse Line;

(b) all Liabilities with respect to obligations to maintain, pay or otherwise distribute the escrow funds held in the Related Escrow Accounts on the Closing Date;

(c) all Liabilities arising out of or related to the Assumed Contracts, but only to the extent first arising and accruing on or after the Closing Date; and

(d) subject to Sections 14.01(a)(iii) and Section 14.03(b) below, the Losses incurred under the loss sharing arrangements with the Agencies set forth in the Agency Contracts or, if not set forth in an Agency Contract, the applicable guidelines of an Agency (including those loss sharing and reimbursement obligations under the Master Agreement, dated December 30, 2005, between Freddie Mac and Transferor, and the "Loss Sharing" sections under the Fannie Mae Multifamily/Delegated Underwriting and Servicing Guide), which are related to (i) Mortgage Loans that were sold by Transferor to the Agencies prior to the Closing Date and for which the Servicing Rights and rights to receive Servicing Fees with respect thereto are part of the Acquired Assets, or (ii) Mortgage Loans originated by Transferor prior to the Closing Date to be sold to the Agencies that are part of the Acquired Assets, but in each case only to the extent the obligations to incur such Losses first arise on or after the Closing Date (the " Servicing Portfolio Loss Sharing Costs ").

3.02. Retained Liabilities . The Assumed Liabilities shall specifically exclude any and all other Liabilities (the " Retained Liabilities "), including:

(a) all Liabilities in connection with, resulting from, or arising out of, directly or indirectly, the ownership, operation or control of the Acquired Assets or the Business prior to the Closing Date;

(b) all interest and fees accrued on the Warehouse Line with regard to periods, or portions of periods, ending before the Closing Date;

(c) all amounts payable by Transferor to an Affiliate of Transferor;

(d) all Liabilities (regardless of whether the Liability arises prior to, on or after the Closing Date) relating to (i) Benefit Plans, (ii) Business Employees who are not Hired Business Employees, or (iii) Hired Business Employees with regard to services performed before the Closing Date;

(e) all legal, accounting, brokerage, finders fees, if any, or other expenses of Transferor in connection with this Agreement or the consummation of the transactions contemplated hereby;

(f) any Liability (A) for any Taxes of Transferor or its Affiliates with respect to any taxable period, regardless of whether that taxable period ends before, on or after the Closing Date, or (B) for any Transfer Taxes resulting from or attributable to the consummation of the transactions contemplated by this Agreement other than those Transfer Taxes for which Acquiror is responsible in accordance with Section 10.01;

(g) any Liability, including the obligation to give notice, under the Worker Adjustment and Retraining Notification Act, if any, arising out of or resulting from layoffs of employees by Transferor prior to the Closing Date;

(h) all Liabilities in respect of the Excluded Assets; and

(i) all Liabilities set forth on Schedule 3.02(i) .

ARTICLE IV

CONSIDERATION; ALLOCATION

4.01. Allocation of Consideration .

(a) 33.33% of the Consideration, plus any applicable Assumed Liabilities, shall be allocated among the Purchased Acquired Assets as set forth on a schedule agreed to by Acquiror and Transferor before the Closing (the " Allocation Schedule ").

(b) The Acquiror and Transferor shall (i) timely file with each relevant tax authority all forms and Tax Returns required to be filed in connection with the Allocation Schedule, (ii) be bound by the Allocation Schedule for purposes of determining Taxes, (iii) prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Allocation Schedule, and (iv) not take any position, or cause or permit their respective Affiliates to take any position, inconsistent with the Allocation Schedule on any Tax Return, in any audit or proceeding before any Tax authority or in any report made for Tax, financial accounting or any other purposes or otherwise; provided , however , that notwithstanding anything in this Section 4.01 to the contrary, the parties shall be permitted to take a position inconsistent with the Allocation Schedule if required to do so as a result of any audit by any Tax authority by a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction.

ARTICLE V

CLOSING; CLOSING DELIVERIES

5.01. Closing . The consummation of the transactions contemplated hereby (the " Closing ") will take place at the offices of Oppenheimer Wolff & Donnelly LLP, Plaza VII, 45 South Seventh Street, Suite 3300, Minneapolis, Minnesota 55402 on the third Business Day following the date on which all conditions to Closing set forth in Article XI have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions), or at such other time and place as Acquiror and Transferor mutually agree (the date and time the Closing actually occurs is referred to herein as the " Closing Date ").

5.02. Closing Deliveries . In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

(a) Transferor shall deliver to Acquiror:

(i) a bill of sale, contribution, assignment and assumption agreement by and between Transferor and Acquiror in substantially the form of Exhibit 5.02(a)(i) (the " Bill of Sale, Assignment and Assumption Agreement "), executed by Transferor;

(ii) an amended and restated limited liability company agreement by and among Acquiror, Mud Duck Equities LLC (" Mud Duck ") and Transferor in substantially the form of Exhibit 5.02(a)(ii) (the " LLC Agreement "), executed by Transferor;

(iii) a transition services agreement by and among Municipal Mortgage & Equity LLC (" MuniMae "), Parent, Transferor and Acquiror in substantially the form of Exhibit 5.02(a)(iii) (the " Transition Services Agreement "), executed by Transferor, Parent and MuniMae;

(iv) a non-competition, non-solicitation and non-disparagement agreement substantially in the form of Exhibit 5.02(a)(iv) in which Transferor, MuniMae and Parent each agrees that for five years after the Closing Date it will not, and it will cause its Affiliates not to, (A) compete directly or indirectly with the Business or Acquiror in originating or acquiring loans for sale to Agencies (provided that originating tax-exempt or taxable Mortgage Loans secured by mortgages on affordable housing developments which are to be sold to Agencies will not be deemed to be competing with the Business or the Acquiror to the extent that the entity that originates the Mortgage Loans does not sell them directly to the Agencies and grants Acquiror an option of first refusal to buy the loans from the entity for resale to Agencies), (B) solicit Acquiror’s employees, (C) attempt to cause or induce any borrower, client, customer, investor, supplier, licensee, licensor, franchisee, employee or consultant of Transferor to cease doing business with Acquiror or to deal with any competitor of Acquiror, or otherwise attempt to interfere with any such Person’s relationship with Acquiror, or (D) disparage Acquiror or any of Acquiror’s directors, officers, employees or agents (the " Non-Compete Agreement ");

(v) amendments to each of the Separation Agreements and Correspondent Agreements, dated January 31, 2007, of David Williams and Kevin Filter with MMA Financial, Inc., a Maryland corporation, in substantially the form of Exhibit 5.02(a)(v) (the " Amendment and Termination Agreement "), executed by Transferor, MuniMae and MMA Financial, Inc.;

(vi) an executed security agreement, dated as of the Closing Date, in a form to be agreed upon prior to the Closing, granting the Acquiror a security interest in the Letter of Credit Collateral as provided for in Section 8.08 (the " Security Agreement "), executed by Transferor;

(vii) the Recorded Assignments (subject to Transferor’s post-closing obligations set forth in Section 8.12(c));

(viii) evidence of the release of all Liens on Acquired Assets, other than Permitted Liens;

(ix) a certificate executed by the Secretary of Transferor certifying and attaching all requisite resolutions or actions of Transferor’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Transferor executing this Agreement, the Transaction Documents to which Transferor is a party, and any other document relating to the transactions contemplated hereby;

(x) evidence that any bank accounts, other accounts, safe deposit boxes, lock boxes and safes related to the Business that are the Lender Loss Reserve Accounts or Related Escrow Accounts or to which payments relating to any Mortgage Loans or other Acquired Assets purchased hereunder are directed to be made have been transferred to the Acquiror (to the extent that the Acquiror requests that such accounts be transferred to the Acquiror), or, in the alternative, Transferor shall transfer the cash and cash equivalents in such accounts to new accounts established by Acquiror;

(xi) subject to Transferor’s post-closing obligations set forth in Section 8.02, the Books and Records included in the Acquired Assets; and

(xii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Acquiror, each in form and substance reasonably satisfactory to Acquiror and executed by Transferor, Parent and/or MuniMae, as applicable, including evidence that prior to the Closing good and transferable title to all Acquired Assets owned by an Affiliate of Transferor (including with respect to the Acquired Assets owned by MuniMae listed on Schedule 2.01(h)) has been duly and lawfully transferred by such Affiliate to Transferor free of any Liens.

(b) Acquiror shall deliver to Transferor :

(i) the Cash Closing Payment by wire transfer to an account specified by Transferor;

(ii) the Term Note and any necessary instruments of transfer;

(iii) certificates representing the Preferred Units;

(iv) the Bill of Sale, Assignment and Assumption Agreement, executed by Acquiror;

(v) the LLC Agreement, executed by Acquiror and Mud Duck;

(vi) an agreement, in the form of Exhibit 5.02(b)(vi) , executed by Acquiror and Mud Duck, in which Acquiror and Mud Duck each agrees that for five years after the Closing Date it will not, and it will cause each of its Affiliates not to, disparage Transferor, Parent, MuniMae, any of Transferor’s Parent’s or MuniMae’s Affiliates or any of their respective shareholders, directors, officers, employees or agents (the " Non-Disparagement Agreement ");

(vii) fully executed copies of an agreement or agreements, in the form of Exhibit 5.02(b)(vii) , between David Williams or Kevin Filter, on the one hand, and Acquiror on the other, under which David Williams and Kevin Filter agree that while there are any outstanding Preferred Units, neither of them, nor any of their Affiliates, will, other than through Acquiror, engage directly or indirectly in originating or acquiring Mortgage Loans for sale to Agencies or solicit or offer employment to any employees of Acquiror or any of its Subsidiaries (" Williams and Filter Non-Compete Agreement ");

(viii) the Transition Services Agreement, executed by Acquiror;

(ix) the Amendment and Termination Agreement, executed by David Williams and Kevin Filter;

(x) a certificate of good standing for Acquiror for the State of Delaware to be dated as of a date not more than five (5) Business Days prior to the Closing Date; and

(xi) a certificate executed by the Secretary of Acquiror certifying, as complete and accurate as of the Closing, and attaching copies of the certificate of formation, the LLC Agreement and other governing documents of Acquiror, certifying and attaching all requisite resolutions or actions of Acquiror’s board of directors and members approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Acquiror executing this Agreement, the Transaction Documents to which Acquiror is a party, and any other document relating to the transactions contemplated hereby.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Subject to the specific exceptions disclosed in the disclosure schedules delivered by Transferor to Acquiror and dated as of the date hereof (the " Disclosure Schedule "), Transferor represents and warrants to Acquiror on the date hereof, and as of the Closing as though made at Closing, as follows below. Each item disclosed in the Disclosure Schedule as an exception to a given representation and warranty shall constitute an exception to the given representation and warranty and shall be deemed to be disclosed with respect to each section of the Disclosure Schedule that is specifically identified (by cross reference or otherwise) in the Disclosure Schedule as being qualified by such exception. Terms defined in this Agreement are used with the same meaning in the Disclosure Schedule.

6.01. Organization of Transferor . Transferor is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. Transferor is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Schedule 6.01 . Transferor is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each state or other jurisdiction in which either the ownership or use of the Assets and Properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. Transferor has prior to the execution of this Agreement delivered to Acquiror true and complete copies of the articles of incorporation and by-laws of Transferor as in effect on the date hereof. Except as set forth on Schedule 6.01 , since July 1, 2005, Transferor has not had any Subsidiaries. Since July 1, 2005, none of the Subsidiaries of Transferor has had any operations or employed any persons. Without limiting the generality of the foregoing, none of the Subsidiaries of Transferor owns or has an interest in any of the assets used in the Business, has participated in the operations of the Business, or has any Liabilities for which the Acquiror could be held liable.

6.02. Authorization; Due Execution . The execution, delivery and performance of this Agreement and the other Transaction Documents by Transferor and the transfer of the Acquired Assets to Acquiror has been duly and validly authorized and approved by all necessary corporate action of Transferor and does not require the approval of any of the shareholders or members of MuniMae or Parent pursuant to statute, any of their governing documents or otherwise (other than Parent’s approval as shareholder of Transferor, which has been duly and validly obtained). This Agreement, and the other Transaction Documents to which Transferor is a party, have been duly and validly executed and delivered by Transferor and constitute the legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, recharacterization or other similar Laws affecting creditor’s rights generally and by general equitable principles (regardless of whether considered in a proceeding in equity or at law).

6.03. Title to and Condition of Assets . Transferor has good and transferable title to or a valid leasehold interest in or valid rights under Contract to use, as applicable, all of the Acquired Assets, free and clear of all Liens except for Permitted Liens. Notwithstanding anything to the contrary herein, no assets of Transferor are pledged to secure any obligations on the Synovus Line (as described in Schedule 5.3 to the Loan Agreement or the Fifth Third Bank Line (as described in Schedule 5.3 of the Loan Agreement), and the unpaid principal balance of the loans pledged by other parties to secure the Other Synovus Obligations (as described in Schedule 5.2 of the Loan Agreement) is, and will be at all times, at least equal the amount of such Other Synovus Obligations. The sale, transfer and assignment by Transferor to Acquiror of the Acquired Assets and the instruments required to be executed by Transferor and delivered to Acquiror pursuant to the Agency Contracts, Servicing Agreements, Mortgage Loan Documents, and all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie Mac lenders or sellers/servicers, are, or will be on the Closing Date, valid and enforceable in accordance with their terms and will effectively vest in Acquiror good and transferable title to the Acquired Assets, free and clear of all Liens except for Permitted Liens. Transferor has full power, right and authority to sell, assign and convey to Acquiror good and transferable title to or a valid leasehold interest in the Acquired Assets, free and clear of all Liens other than Permitted Liens. Except as set forth on Schedule 6.03 , the Acquired Assets include all rights, assets and property used in, related to or necessary for the conduct of the Business as it has been operated since the Audited Financial Statement Date. Except as set forth on Schedule 6.03 and except for the Excluded Assets, no Affiliate of Transferor owns or has an interest in any asset used in the Business. All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets included in the Acquired Assets are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

6.04. No Conflicts; Consents and Approvals . The execution and delivery by Transferor of this Agreement does not, and the execution and delivery by Transferor of the Transaction Documents to which it is a party, the performance by Transferor of its obligations under this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not:

(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate or articles of incorporation or by-laws (or other comparable corporate charter documents) of Transferor;

(b) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Schedule 6.04(b) , conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Transferor or any of the Assumed Contracts; or

(c) except as disclosed in Schedule 6.04(c) , (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Transferor to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Lien upon the Acquired Assets under, any Assumed Contract or License to which Transferor is a party or any agreement to which Parent is a party.

6.05. Governmental Approvals and Filings . Except as disclosed in Schedule 6.05 , no consent, approval or action of, filing with or notice to any Agency or Governmental or Regulatory Authority on the part of Transferor is required in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby.

6.06. Financial Statements . Prior to the execution of this Agreement, Transferor has delivered to Acquiror true and complete copies of the following Financial Statements:

(a) the audited balance sheets of Transferor as of December 31, 2006 and 2007, and the related audited statements of earnings and comprehensive earnings, stockholders’ equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the report on such audited information by Ernst & Young and all letters from such accountants with respect to the results of such audits (the " Audited Financial Statements "); and

(b) the unaudited balance sheet and statements of earnings of Transferor as of and for the nine months ended September 30, 2008 (the " Unaudited Financial Statements ").

Except as set forth in the notes thereto or in Schedule 6.06 , all such Financial Statements were prepared in accordance with GAAP and fairly present the consolidated financial condition and results of operations of Transferor as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of such Unaudited Financial Statements, to normal year-end adjustments (the effect of which will not, individually or in the aggregate, have a Material Adverse Effect) and the absence of notes that, if presented, would not differ materially from those included in the Audited Financial Statements for the fiscal year ended December 31, 2007. Each of the balance sheets included in the Audited Financial Statements and Unaudited Financial Statements do not include any assets, other than the Excluded Assets, that are not of a type intended to constitute part of the Acquired Assets after giving effect to the transactions contemplated hereby.

6.07. Absence of Changes . Except for the execution and delivery of this Agreement and the transactions contemplated hereby, since the Audited Financial Statement Date, there has not been any event or development which, individually or together with other such events or developments, could reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, except as disclosed in Schedule 6.07 , since the Audited Financial Statement Date, Transferor has not (or there otherwise has not been):

(i) sold, assigned, licensed, pledged, mortgaged or transferred any of the assets, properties or rights included in the Acquired Assets or cancelled any debts or claims, other than in the ordinary course of business and consistent with past practice;

(ii) entered into any transaction or created any Liability other than in the ordinary course of business consistent with past practices, or entered into any transaction with any Affiliate of Transferor;

(iii) made any commitment for any capital expenditure (other than the origination or acquisition of Mortgage Loans in the ordinary course of business consistent with past practice) in excess of $100,000 individually or $500,000 in the aggregate;

(iv) (x) increased the salary, wages or other compensation of any officer or employee of Transferor whose total compensation is, or after giving effect to such change would be, $100,000 or more; (y) established or modified (A) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment Contract or other employee compensation arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment Contract or other employee compensation arrangement; or (z) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable Law;

(v) incurred Indebtedness in an aggregate principal amount exceeding $250,000 in the aggregate, other than Indebtedness that will be Retained Liabilities or Indebtedness with respect to the funding of Warehouse Loans under its Warehouse Line which has been incurred in the ordinary course of business in accordance with past practices;

(vi) incurred any physical damage, destruction or other casualty loss not covered by insurance affecting any of the plant, real or personal property or equipment of Transferor in an aggregate amount exceeding or expected to exceed $250,000 in the aggregate;

(vii) acquired or disposed of, or incurred a Lien (other than a Permitted Lien) on, any Acquired Assets;

(viii) (x) amended the certificate or articles of incorporation or by-laws (or other comparable corporate charter documents) of Transferor, (y) reorganized, liquidated or dissolved or (z) entered into a Business Combination involving Transferor and any other Person;

(ix) commenced or terminated any line of business;

(x) entered into any transaction with any officer, director, or Affiliate of Transferor or any Associate of any such officer, director or Affiliate;

(xi) entered into any lease of real property;

(xii) received any notice by any of the Agencies of the termination of, or of an intent to terminate or discontinue, any business relationship or Agency Contract;

(xiii) suffered any departure by, or termination of, any key employees of Transferor, including any of the senior management employees of Transferor; or hired any additional senior management employees;

(xiv) made any material change in the accounting methods used by Transferor or made or changed any Tax election or settled any Tax claim or assessment related to the Business;

(xv) become aware of any change in Law, statute or regulation applicable to Transferor or affecting the Business or the Acquired Assets which would reasonably be expected to have a Material Adverse Effect; or

(xvi) entered into any agreement or understanding to do any of the foregoing.

6.08. Taxes .

(a) All Taxes owed by Transferor for any taxable period or portion thereof ending on or before the Closing Date, whether or not shown on any Tax Return, have been or will be paid by Transferor and all Tax Returns required to be filed on or before the Closing Date by or with respect to Transferor have been or will be filed within the time and in the manner prescribed by Law. All such Tax Returns are and will be, in all material respects, true, correct and complete and correctly and accurately reflect the amount of Tax liability for the period covered by such returns, except to the extent of items that may be disputed by applicable Tax authorities, but for which there is substantial authority to support the position taken by Transferor. No deficiency for any Taxes or claim for additional Taxes for which Acquiror could be held liable has been proposed, asserted or threatened to be asserted against the Transferor by any Tax authority, and Transferor knows of no basis for the assertion of a Tax deficiency against it for which Acquiror could be held liable. Transferor files Tax Returns in all jurisdictions where it is required to so file, and since July 1, 2005 no claim has been made in writing by any Tax authority in any other jurisdiction in which Transferor is engaged in the Business at the date of this Agreement that Transferor is or may be subject to taxation by that jurisdiction. Neither Transferor nor any of its predecessors has ever been a party to or bound by, nor does it have or has it ever had any obligation under any Tax sharing agreement, or similar contract or arrangement for which Acquiror could be held liable.

(b) There are no Liens or other encumbrances with respect to Taxes upon any of the Acquired Assets, other than with respect to Taxes not yet due and payable. No issue relating to Transferor or involving any Taxes for which Transferor might be liable has been resolved in favor of any Tax authority in any audit or examination which, by application of the same principles, could reasonably be expected to result in a deficiency for Taxes of Transferor or Acquiror for any other period.

(c) Transferor has made available to Acquiror true, complete and correct copies of all Tax Returns, audit reports, and statements of deficiencies for each of the last three taxable years filed by or issued to or with respect to the Business or Transferor (or, insofar as such items relate to Transferor, by or to any affiliated, consolidated, combined, or unitary group of which Transferor was then a member).

(d) Transferor has not been and is not currently in violation (or, with or without notice or lapse of time or both, would be in violation) of any applicable Law or regulation relating to the payment, collection, or withholding of Taxes, or the remittance thereof, and all withholding and payroll Tax requirements required to be complied with by Transferor up to and including the Closing Date have been satisfied or will be satisfied.

(e) Transferor is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b).

6.09. Legal Proceedings . Except as disclosed in Schedule 6.09 :

(a) there are no Actions or Proceedings pending or, to the Knowledge of Transferor, threatened against, Transferor or any of its Assets and Properties which (i) could reasonably be expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or otherwise result in a material diminution of the benefits to Acquiror contemplated by this Agreement or any of the Transaction Documents, or (ii) if determined adversely to Transferor, could reasonably be expected to result in (x) any injunction or other equitable relief against Transferor that would interfere in any material respect with its business or operations or could otherwise be reasonably expected to have a Material Adverse Effect or (y) Losses by Transferor, individually or in the aggregate exceeding $25,000 for which Acquiror could be held liable; and

(b) there are no Orders outstanding against Transferor that will affect any of the Acquired Assets on or after the Closing Date or will affect Acquiror as operator of the Business.

Prior to the execution of this Agreement, Transferor has delivered to Acquiror all responses of counsel for Transferor to auditors’ requests for information delivered in connection with the Audited Financial Statements (together with any updates provided by such counsel) regarding Actions or Proceedings pending or threatened against Transferor.

6.10. Compliance With Laws and Orders . Except as disclosed in Schedule 6.10 , Transferor is not, in any material respect, in violation of any applicable federal, state or local Law, statute, rule, regulation or ordinance or in receipt of any notice that asserts a current such violation. Since December 31, 2005, Transferor has not received any notice from any Governmental or Regulatory Authority that it is in violation of or in default under any Law or Order applicable to Transferor or any of the Acquired Assets, except violations that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither Transferor nor, to the best of Transferor’s Knowledge, any director, officer, agent, employee or other Person associated with or acting on behalf of Transferor has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

6.11. Benefit Plans; ERISA .

(a)  Schedule 6.11(a) contains a true and complete list of all Benefit Plans. Except as set forth on Schedule 6.11(a) , Transferor has not scheduled or agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by Business Employees under circumstances which make it reasonable to expect that such increases will be granted.

(b) Transferor has provided Acquiror with a copy of the current summary plan description and summary of material modifications of each Benefit Plan or, if a summary plan description is not required under ERISA for such plan, a summary of the benefits of such Benefit Plan.

(c) Transferor does not have any liability arising directly or indirectly in connection with any failure of Transferor or any ERISA Affiliate to comply with the Consolidated Omnibus Reconciliation Act of 1985, as amended, subject to the provisions of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA (" COBRA ") for which Acquiror could be held liable.

(d) Transferor does not have any Liability arising directly or indirectly to or with respect to any "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA or any defined benefit pension plan subject to Title IV of ERISA for which Acquiror could be held liable.

(e) Except as set forth on Schedule 6.11(e) , no Benefit Plan will result in the payment of money or any other property or rights, or accelerate or provide any other rights or benefits, to any current or former employee of Transferor (or other current or former service provider thereto) that would not have been required but for the transactions provided for herein. Except as set forth on Schedule 6.11(e) , Transferor does not maintain any Benefit Plan which provides severance or similar benefits to Business Employees or other service providers with respect to the Business.

(f) No Benefit Plan will be transferred to or assumed by Acquiror (or any Affiliate of Acquiror) and nothing has occurred or failed to occur with respect to any Benefit Plan which will result in any Liability to Acquiror or any Affiliate of Acquiror.

6.12. Real Property .

(a) Transferor does not own or lease any real property, other than the Leased Offices.

(b) Transferor has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the real properties leased by it for the full term of the respective leases thereof. To the best of Transferor’s Knowledge, each lease referred to in paragraph (c) below is a legal, valid and binding agreement, enforceable against the lessor in accordance with its terms, and, except as set forth in Schedule 6.12(b) , Transferor has not received notice of any default thereunder. Transferor does not owe any brokerage commissions with respect to any such leased space.

(c) Transferor has delivered to Acquiror prior to the execution of this Agreement true and complete copies of all leases (including any amendments and renewal letters) with respect to the Leased Offices.

6.13. Intellectual Property Rights . Schedule 6.13 lists all of the rights of Transferor in Intellectual Property (other than know-how) that: (i) is owned by, licensed to or otherwise controlled by Transferor; or (ii) is used in the conduct of the Business. Except as disclosed in Schedule 6.13 , in shrink-wrap licenses, or in "click to accept" licenses, (i) there are no restrictions on such Intellectual Property that would prevent or impair the continued use of such Intellectual Property in connection with the Business upon the consummation of the transactions contemplated hereby, (ii) Transferor has delivered or made available to Acquiror prior to the execution of this Agreement all material documentation in Transferor’s possession with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, (iii) Transferor has not received any notice that it is in default under any license to use such Intellectual Property, and (iv) to the Knowledge of Transferor, such Intellectual Property is not being infringed by any other Person. Transferor is not infringing any Intellectual Property of any other Person.

6.14. Contracts .

(a)  Schedule 6.14(a) (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Assumed Contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Acquiror prior to, or will be delivered to Acquiror immediately following, the execution of this Agreement):

(i) all Assumed Contracts providing for a commitment of employment or consultation services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such an Assumed Contract and the expiration date of each such Assumed Contract, other than Assumed Contracts as to which the Acquiror will not be required to make payments after the Closing exceeding $25,000 as to any Assumed Contract or $250,000 as to all the excluded Assumed Contracts;

(ii) all Assumed Contracts with any Person containing any provision or covenant that will prohibit or limit the ability of Acquiror to engage in any business activity or compete with any Person or will prohibit or limit the ability of any Person to compete with Acquiror;

(iii) all partnership, joint venture, shareholders’ or other similar Assumed Contracts with any Person;

(iv) all Assumed Contracts relating to Indebtedness of Transferor in excess of $50,000;

(v) all collective bargaining or similar labor Assumed Contracts;

(vi) all Assumed Contracts that will (A) limit or contain restrictions on the ability of Acquiror to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or (B) require Acquiror to maintain specified financial ratios or levels of net worth or other indicia of financial condition;

(vii) all Assumed Contracts between Transferor on the one hand and any of Transferor or Transferor’s Affiliates or any employees of Transferor on the other hand (other than Benefit Plans and employment contracts already disclosed in Schedule 6.14(a) and described in (i) above);

(viii) all other Assumed Contracts, other than Mortgage Notes or Mortgage Loan agreements acquired or entered into by Transferor in the ordinary course of business consistent with past practice or Agency Contracts, that (A) involve the payment or potential payment, pursuant to the terms of any such Assumed Contract, by or to Acquiror after the Closing of more than $25,000 and (B) cannot be terminated by Acquiror after the Closing within thirty (30) calendar days after giving notice of termination without resulting in any material cost or penalty to Acquiror; and

(ix) to the extent not otherwise covered by clauses (i) to (viii) above, and except for Assumed Contracts related to the actual assignment and sale of individual loans made by Transferor to Mortgagors in the ordinary course of business in accordance with past practices, all Agency Contracts, all Servicing Agreements and all other Assumed Contracts pursuant to which Transferor originates, sells or services Mortgage Loans.

(b) Except as to Assumed Contracts the termination of which, or the liability for breach of which would not reasonably be expected to have a Material Adverse Effect either individually or in the aggregate, each Assumed Contract required to be disclosed in Schedule 6.14(a) is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against Transferor to the extent a party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, recharacterization or other similar Laws affecting creditor’s rights generally and by general equitable principles (regardless of whether considered in a proceeding in equity or at law); and except as disclosed in Schedule 6.14(b) , (i) Transferor is not in violation or breach of or default under any such Assumed Contract (and with notice or lapse of time or both, would not be in violation or breach of or default under any such Assumed Contract), (ii) Transferor has not received notice that any other party to an Assumed Contract claims that such Assumed Contract is not its legal, valid and binding obligation or is unenforceable against such other party or that Transferor is in default under such Assumed Contract, and (iii) other than the Assumed Contracts, there are no other Contracts to which Transferor is a party or by which any of its Assets and Properties is bound.

6.15. Licenses . Schedule 6.15 contains a true and complete list of all Licenses of Transferor used in or required to operate the Business, including all state Licenses required to enable Transferor to lend and/or service/sell Mortgage Loans. Prior to the execution of this Agreement, Transferor has delivered to Acquiror true and complete copies of all such Licenses. Except as disclosed in Schedule 6.15 :

(i) each License listed in Schedule 6.15 is valid and in full force and effect;

(ii) Transferor holds all Licenses necessary or desirable to the conduct of the Business; and

(iii) Transferor is not, and has not received any notice that it is, in default under any such License to an extent or in a manner which could reasonably be expected to result in the termination thereof.

6.16. Insurance .

(a)  Schedule 6.16 contains a true and complete list of all liability, property, workers’ compensation, directors’ and officers’ liability and other insurance policies currently in effect that insure the business, operations or employees of Transferor. The insurance coverage provided by such policies will not terminate or lapse prior to the Closing Date by reason of the transactions contemplated by this Agreement.

(b) To the best of Transferor’s Knowledge, all mortgaged properties are currently insured against loss by fire, hazards or extended coverage insurance policies in accordance with all applicable requirements under the Agency Contracts, Servicing Agreements, Mortgage Loan Documents, Laws, Orders, all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie Mac lenders or sellers/servicers, and the reasonable and customary mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as the Mortgage Loans in the jurisdiction in which the related mortgage properties are located and in an amount at least equal to the outstanding principal balance of the applicable Mortgage Loans or, where applicable, carry a sufficient amount of guaranteed replacement cost coverage unless prohibited by applicable state law. To the best of Transferor’s Knowledge, all such insurance policies are in full force and effect, and all premiums with respect to such policies have been paid. Transferor has complied with all of its obligations under the Agency Contracts and Agency guidelines relating to the maintenance of the above-described insurance.

6.17. Employees; Labor Relations .

(a)  Schedule 6.17(a) contains a list of the name of each officer and employee of Transferor at the date hereof, together with each such person’s position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such person in effect on such date (each a " Business Employee ").

(b) (i) Transferor is not subject to any collective bargaining agreements or any Contracts, decrees or orders requiring Transferor to recognize, deal with or employ any persons organized as a collective bargaining unit or other form of organized labor and there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of Transferor; and (ii) Transferor has complied in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and Transferor is not liable for any material arrears of wages of any Taxes or penalties for failure to comply with any such Law, and, except as set forth in Schedule 6.17(b) , no unfair labor practice complaint, sex or age discrimination claim, or claim under the Americans with Disabilities Act is pending against Transferor before the National Labor Relations Board or any other Governmental or Regulatory Authority. There never has been any work stoppage or strike by employees of Transferor. Since December 31, 2005, Transferor has not received any notice of noncompliance with applicable Laws relating to the employment of labor, including those relating to wages, hours and collective bargaining.

(c) Except for Business Employees who are parties to employment Contracts listed on Schedule 6.14(a) , all Business Employees are "at-will" employees.

6.18. Substantial Business Relationships .

(a)  Schedule 6.18(a) lists all Persons for whose benefit or at whose request Transferor has made loans which are owned by Transferor and are outstanding, which in the aggregate exceed $500,000. Except as disclosed in Schedule 6.18(a) , to the best of Transferor’s Knowledge, no such Person is threatened with bankruptcy or insolvency.

(b) Transferor has serviced the Mortgage Loans and otherwise has been in compliance in all material respects with all Agency Contracts, Servicing Agreements and all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie Mac lenders or sellers/servicers. Other than the Agency Contracts identified on Schedule 2.01(f) or Schedule 6.18(b) , there are no side letters or other agreements setting forth requirements, contractual obligations, conditions or other provisions regarding the relationship between the Agencies and the Transferor (other than the Agencies’ published handbooks, guidelines, manuals and requirements).

(c) Except as identified on Schedule 6.18(c) , Transferor has not received any notice from Fannie Mae of any default or deficiency in Transferor’s performance as a DUS lender or Fannie Mae approved seller/servicer and none of GNMA, FHA, HUD or Freddie Mac has provided Transferor with notice of any default or deficiency in Transferor’s performance as a lender or seller/servicer. Transferor is in full compliance with each net worth, reserve, liquidity and other financial conditions required by any of the Agencies.

6.19. No Powers of Attorney . Except as set forth in Schedule 6.19 , Transferor does not have any powers of attorney or comparable delegations of authority outstanding.

6.20. Defaults . Except as set forth on Schedule 6.20 , Transferor is not in default or violation (and with notice or lapse of time or both would not be in default or violation) in respect of any Mortgage Loans made to Mortgagors in the ordinary course of business.

6.21. Brokers . Other than with respect to Lazard Freres & Co. LLC (any fees of which shall be paid by Transferor), all negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Transferor directly with Acquiror without the intervention of any Person on behalf of Transferor in such manner as to give rise to any valid claim by any Person against Acquiror or Transferor for a finder’s fee, brokerage commission or similar payment.

6.22. Status of Outstanding Loans .

(a)  Schedule 6.22(a) is a complete and accurate list of all Mortgage Loans that are part of the Acquired Assets, the Mortgage Loan Portfolio and the Servicing Portfolio reflecting the following information, as of the date of this Agreement, and as to be updated as of the Closing Date, with respect to each Mortgage Loan: the (i) name of the beneficial owner of the Mortgage Loan (the "Investor"), (ii) loan number, (iii) Mortgagor’s name, (iv) address of mortgaged property, (v) current principal balance, (vi) interest rate provided in the Mortgage Note, (vii) whether it has a fixed or adjustable interest rate, (viii) next date on which the mortgage payment is due, (ix) tax and interest reserve balance, (x) replacement reserve balance, (xi) other balance and description, (xii) monthly principal and interest payment, (xiii) monthly tax and interest payments, (xiv) monthly replacement reserve, (xv) monthly other payment and description, (xvi) Advances outstanding, (xvii) Servicing Fee, (xviii) watchlist or similar classification, (xix) 12/31/07 debt service coverage ratio and (xx) most recent debt service coverage ratio, if available (the " Mortgage Loan Schedule "). Except as set forth in Schedule 6.22(a) , (A) each Mortgage Loan on the Mortgage Loan Schedule is in full force and effect, is not in default and, if it has been sold to or insured or guaranteed by, or is expected to be sold to or insured or guaranteed by an Agency, complies with all applicable requirements of that Agency, and (B) the full original principal amount of each such Mortgage Loan has been fully advanced or disbursed to the applicable borrower, there is no requirement for future advances and any and all requirements as to use of escrow funds that have been disbursed for completion of on-site or off-site improvements have been complied with in all material respects. All costs, fees and expenses, mortgage registration and other Taxes and personal property and intangible Taxes incurred in making, closing or recording each such Mortgage Loan that were required to be paid were paid. There will be no obligation on the part of Acquiror, or of any other party, to make supplemental payments in addition to those made by the Mortgagor, except to the extent those payments are not required to be made until after the Closing Date or are to be made out of escrow funds that are included in the Acquired Assets. The Mortgage File contains each of the documents and instruments specified to be included therein and all documents evidencing and securing each Mortgage Loan and required to be maintained by the requirements of the Investors, duly executed and in due and proper form. Each such document or instrument is genuine and the information contained therein is true, accurate and complete in all material respects.

(b)  Schedule 6.22(b) is a complete and accurate list (by category), as of the date of this Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of all outstanding unfunded forward commitments and commitments for construction Mortgage Loans that are part of the Acquired Assets and indicates in each case the party from whom Transferor expected to obtain the funds for such Mortgage Loan commitment.

(c)  Schedule 6.22(c) is a complete and accurate list (by category), as of the date of this Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of all Mortgage Loans as to which Transferor has received applications but not yet made loan commitments, forward commitments, unfunded commitments and commitments for permanent Mortgage Loans (whether relating to loans to be made by Transferor on its own behalf or on behalf of another party) and indicates in each case the proposed permanent lender and the intended disposition of such loan (e.g., sale to Fannie Mae, etc.).

(d)  Schedule 6.22(d) is a complete and accurate list, as of the date of this Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of all Mortgage Loans originated or serviced by Transferor which are identified as a non-performing, "watch list" or other similarly classified loans, or upon which any delinquency advances or servicing advances have been made, and includes a description of: (i) Investor, (ii) Mortgagor name, (iii) address of mortgaged property, (iv) current principal balance, (v) interest rate, (vi) whether it is fixed or adjustable, (vii) date the next payment is due, (viii) taxes and interest balance, (ix) replacement reserve balance, (x) other balance and description, (xi) monthly principal and interest payment, (xii) monthly taxes and interest payment, (xiii) monthly replacement reserve payment, (xiv) monthly other payment and description, (xv) Advances outstanding, (xvi) Servicing Fee, (xvii) watchlist or similar classification, (xviii) watchlist level or similar classification, (xix) 12/31/07 debt service coverage ratio, (xx) most recent debt service coverage ratio, if available, and (xxi) comments made by Transferor in relation to the Mortgage Loans, and includes a description of whether or not the non performance has been reported to any Agency and a narrative of the issues and action plan for each such Mortgage Loan, including a description of any communications or discussions with any Agency concerning such Mortgage Loan.

(e)  Schedule 6.22(e) is a complete and accurate list, as of the date of this Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of all permanent Mortgage Loans owned or serviced by Transferor for which the underlying Mortgagor or project has a debt service coverage ratio of less than 1.10 to 1.0, based upon the most recent financial reporting provided to Transferor.

(f)  Schedule 6.22(f) is a complete and accurate list, as of the date of this Agreement and as will be updated as of a date not more than five Business Days before the Closing Date, of all Mortgage Loans owned or serviced by Transferor for which, in Transferor’s reasonable and good faith judgment, based on information currently available to Transferor, Transferor may be required to make delinquency or servicing advances, including tax advances, during the next 12 months, or as to which, in Transferor’s reasonable and good faith opinion, the borrower is reasonably likely to be unable to meet scheduled debt service requirements during such period.

(g)  Schedule 6.22(g) is a complete and accurate list, as of the date of this Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of all construction Mortgage Loans owned or serviced by Transferor as to which Transferor believes, in its reasonable and good faith judgment (i) that the remaining loan proceeds will not be sufficient to complete the construction of the project free and clear of all Liens, or (ii) that will have inadequate reserves to cover interest, taxes and insurance until conversion or stabilization.

(h)  Schedule 6.22(h) is a complete and accurate list, as of the date of this Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of all construction Mortgage Loans where the project is currently encumbered by mechanics, materialmens or other similar Liens, including identification of each construction Mortgage Loans where the borrower has not provided a bond or other collateral in an amount equal to at least 100% of the aggregate amount of all such Liens.

(i) Except as disclosed in Schedule 6.22(i) , Transferor received a lender’s policy of title insurance in favor of Transferor in connection with all Mortgage Loans made by Transferor and secured by real property, in an amount not less than the loan amount.

(j) Transferor has delivered to the Acquiror the Transferor’s asset management tape and MIAC tape setting forth all the Mortgage Loans that are part of the Acquired Assets, the Mortgage Loan Portfolio and the Servicing Portfolio as of the date of this Agreement.

6.23. No Undisclosed Liabilities; Certain Other Liabilities .

(a) Except as reflected or reserved against in the balance sheet included in the Unaudited Financial Statements or in the notes to the Audited Financial Statements or as disclosed in Schedule 6.23 , there are no Liabilities or contingent liabilities (including guarantees) which in any case constitute Assumed Liabilities, against, relating to or affecting Transferor or any of its Assets and Properties, other than Liabilities which were or are incurred in the ordinary course of business consistent with past practice and which cannot reasonably be expected to be material to the financial condition of Acquiror after the Closing.

(b) Transferor has no obligation or liability under the Synovus Line (as described in Schedule 5.3 to the Loan Agreement) or the Fifth Third Bank Line ( as described in Schedule 5.3 to the Loan Agreement), except for obligations with respect to letters of credit outstanding under the L.O.C. Facility (as defined under the Synovus Line) that have been issued by the Lender under the Synovus Line for the account of the Transferor.

6.24. Affiliate Transactions . Except as disclosed in Schedule 6.24 , (i) there are no (a) Liabilities of Transferor owed to any of Transferor’s Affiliates, or (b) Liabilities of any of Transferor’s Affiliates owed to Transferor, and (ii) Transferor has not, directly or indirectly, extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of Transferor, or to or for any family member or affiliate of any director or executive officer of Transferor, in each of the cases described in (i) or (ii) above that constitute Acquired Assets or Assumed Liabilities.

6.25. Books and Records . The Books and Records of Transferor are complete and correct in all material respects and have been maintained in accordance with reasonable business practices. All Books and Records of Transferor which have been delivered or otherwise made available to Acquiror are true, complete and accurate copies of Transferor’s records.

6.26. Environmental Matters . Except as shown on Schedule 6.26 , to the best of Transferor’s Knowledge, no property with respect to which Transferor has made a loan is in material violation of any Environmental Law. Except as shown on Schedule 6.26 , Transferor has obtained a Phase I Environmental Assessment for each property with respect to which it has made a loan.

6.27. Lender Loss Reserve and Escrow Accounts and Letter of Credit . The Lender Loss Reserve Accounts are in compliance with the requirements of Fannie Mae’s operational and restricted liquidity requirements and have, and will have as of the Closing Date, an aggregate balance equal to the amount necessary to comply with such requirements, and are and will be in a form necessary to comply with such requirements. The Related Escrow Accounts are in compliance with the requirements of all Agency Contracts, Servicing Agreements and all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie Mac lenders or sellers/servicers. The Letter of Credit and the Letter of Credit Collateral are in compliance with the reserve requirements under the Freddie Mac loss sharing program and the Letter of Credit Collateral is adequate to satisfy such requirements.

6.28. Solvency . Transferor is not and, immediately prior to and following the transfer of the Acquired Assets to Acquiror will not be, insolvent, as determined under any applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws of any applicable jurisdiction. Immediately after giving effect to the consummation of the transactions contemplated hereby: (a) Transferor will be able to pay its Liabilities as they become due in the ordinary course of business; (b) Transferor will not have unreasonably small capital with which to conduct its present or proposed business; (c) Transferor will have assets (calculated at fair market value) that exceed its Liabilities; and (d) taking into account all pending and threatened litigation, final judgments against Transferor in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, Transferor will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of Transferor. The cash available to Transferor, after taking into account all other anticipated uses of the cash, will be sufficient to pay all Transferor’s debts and judgments when they are required to be paid in accordance with their terms.

6.29. Accuracy of Information . No representation or warranty by the Transferor in this Agreement, and no statement by Transferor, Parent or MuniMae in any Transaction Document or other document, certificate or other writing furnished or to be furnished by or on behalf of Transferor, Parent or MuniMae at the Closing hereunder contains or will contain any untrue statement of material fact or omits to state or will omit to state any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading as of the date of this Agreement or the date furnished, as the case may be, and all of the foregoing accurately, completely and correctly present or will present the information required or purported to be set forth herein or therein. There is no material fact or circumstance as of the date hereof which has not been disclosed in writing to Acquiror of which Transferor, Parent or MuniMae has Knowledge which could reasonably be expected to result in a Material Adverse Effect.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror hereby represents and warrants to Transferor as follows:

7.01. Organization . Acquiror is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Acquiror has full limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and to conduct the Business after the Closing. Subject to Transferor’s obligations set forth in Section 8.12(e), Acquiror is, or will b