ASSET PURCHASE AGREEMENT

Exhibit 2.6

ASSET PURCHASE AGREEMENT

DATED AS OF THE 31ST DAY OF MARCH, 2009

BY AND AMONG

GREEN TREE SERVICING LLC,

IRWIN UNION BANK AND TRUST COMPANY

AND

IRWIN HOME EQUITY CORPORATION

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (“ Agreement ”), dated as of March 31, 2009, is made and entered into by and among Green Tree Servicing LLC, a Delaware limited liability company (“ Purchaser ”), Irwin Union Bank and Trust Company, an Indiana state-chartered bank (“ IUBT ”), and Irwin Home Equity Corporation, an Indiana corporation (“ IHE ” and, collectively with IUBT, “ Sellers ” and each, a “ Seller ”).

W I T N E S S E T H :

      WHEREAS , Sellers, through their national home mortgage line of business, have historically been engaged in the business of originating, securitizing and servicing mortgages and home equity loans and lines of credit (the “ Business ”);

      WHEREAS , IUBT, with respect to each Trust, is currently the Master Servicer under each of the Servicing Agreements (Securitization), and IHE, with respect to each Trust, is currently the Subservicer under each of the Servicing Agreements (Securitization);

      WHEREAS , (a) IUBT desires to resign as Master Servicer under each of the Servicing Agreements (Securitization) and, in connection with such resignation, to propose that Purchaser succeed it as Master Servicer and be appointed as Master Servicer under the Servicing Agreements (Securitization), (b) IHE desires to enter into the Interim-Subservicing Agreement for the purpose of providing subservicing duties until such time as the primary servicing operations are physically transferred to Purchaser’s servicing platform in accordance with the terms and conditions of this Agreement, and (c) IUBT and IHE, collectively, desire to (i) sell and assign to Purchaser the Servicing Rights and Obligations and all Files and Records relating to any item of the Servicing Rights and Obligations (except to the extent required by Law or Contract to be retained by Sellers), (ii) enter into the Subservicing Agreement (Multi-Transaction) pursuant to which Purchaser shall subservice, as Subservicer, servicing obligations under the Servicing Agreements (Primary) on which the Sellers will remain as primary servicer, (iii) enter into the Servicing Agreement (Whole Loans) pursuant to which Purchaser will service the Whole Loans and (iv) sell and assign to Purchaser the Collections Platform Assets;

      WHEREAS , concurrently with IUBT’s resignations as Master Servicer under the Servicing Agreements (Securitization), Purchaser desires to have the Indenture Trustee and Enhancer appoint it as Master Servicer under each of the Servicing Agreements (Securitization), and in connection with such appointment on the terms and subject to the conditions set forth herein, Purchaser is willing to assume all responsibilities, duties, liabilities and obligations of the Master Servicer under the Servicing Agreements (Securitization) after the Servicing Closing Date and to succeed to all rights in connection therewith;

      WHEREAS, subject to the terms and conditions herein, Purchaser desires to enter into the foregoing agreements and transactions; and

      WHEREAS , capitalized terms used but not defined herein shall have the meanings ascribed to them in Article XII ;

      NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

ARTICLE I
PURCHASE AND SALE OF THE ASSETS

      Section 1.01. Assets .

     (a) Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Servicing Closing, Purchaser shall (and hereby does) purchase, acquire and accept from Sellers, and Sellers shall (and hereby do) sell, transfer, assign, convey and deliver to Purchaser, all of Sellers’ right, title and interest in and to the following assets of Sellers (collectively, the “ Servicing Assets ”), free and clear of all Encumbrances other than restrictions expressly imposed under the Servicing Agreements (Securitization):

     (i) the Servicing Rights and Obligations;

     (ii) all Files and Records relating to any item of the Servicing Rights and Obligations, except to the extent required by Law or Contract to be retained by Sellers; and

     (iii) all Proceedings existing on the Servicing Closing Date constituting ordinary course collection litigation by any Seller as servicer in respect of any loan serviced under the Servicing Agreements (Securitization).

     (b) Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Platform Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, all of Sellers’ right, title and interest in and to the following assets of Sellers (collectively, the “ Collections Platform Assets ” and, together with the Servicing Assets, the “ Assets ”), free and clear of all Encumbrances other than Permitted Encumbrances:

     (i) those assets of Sellers related to Sellers’ loan collections activities which shall be listed on Section 1.01(b) of the Platform Disclosure Schedules as and when identified by Purchaser prior to the Platform Closing; and

     (ii) all Proceedings against any third Person to the extent relating to the Collections Platform Assets and the Assumed Platform Liabilities.

      Section 1.02. Excluded Assets . Notwithstanding anything herein to the contrary, Sellers shall not hereby or otherwise sell, assign, transfer, set over, convey or deliver to

      Section 1.03. Assumed Liabilities .

     (a) At the Servicing Closing, subject to the terms and conditions of the Appointment and Assumption Agreements, Purchaser shall assume and agree to discharge only the Liabilities of the “Servicer” or “Master Servicer” under the Servicing Agreements (Securitization) to the extent arising after the Servicing Closing Date (collectively, the “ Assumed Servicing Liabilities ”).

     (b) At the Platform Closing, Purchaser shall assume and agree to discharge only the following Liabilities of Sellers (collectively, the “ Assumed Platform Liabilities ” and, together with the Assumed Servicing Liabilities, the “ Assumed Liabilities ”):

      (i) all Liabilities of Sellers related to future payment or performance under any Contracts which may be listed on Section 1.01(b) of the Platform Disclosure Schedules as and when identified by Purchaser prior to the Platform Closing, which shall be assigned to Purchaser as Collections Platform Assets, which initially accrue or arise on or after the Platform Closing Date;

      (ii) any claim or Liability relating to or arising out of a Transferred Employee’s employment on or after the Platform Closing Date and/or the terms and conditions thereto accruing on or after the date on which such Transferred Employee’s employment with Purchaser commences; and

      (iii) any Liability to the extent relating to any of the Collections Platform Assets and arising at any time on or after the Platform Closing Date.

     (c) Purchaser shall not hereby or otherwise assume, perform or be liable or responsible in any respect for any Liabilities of Sellers or any of their Affiliates, whether past, present or future, other than the Assumed Liabilities.

     (d) Purchaser shall have no obligation to fund or liability with respect to HELOC Draws, nor shall Purchaser have any obligation or liability with respect to any equity or other interest in a Trust, to fund any Variable Funding Note or Capped Funding Note. Sellers acknowledge and agree that Sellers will remain solely liable for all obligations to fund HELOC Draws on and after the Servicing Closing Date pursuant to the terms and conditions of the relevant HELOC Agreement, the relevant Servicing Agreements (Securitization) and all applicable Laws. In furtherance of the foregoing, Sellers acknowledge, affirm and agree to be bound, as “Seller,” by the section entitled “Future Advances” in Article II of each Servicing Agreement (Securitization).

     (e) Except for Liabilities that Sellers retain for their acts as Master Servicer on or prior to the Servicing Closing Date as provided herein, Sellers and Purchaser acknowledge and agree that with respect to any reference to duties and obligations of the “Master Servicer” under the pertinent Basic Document (as defined in the relevant indenture relating to each Trust), the retention and continued performance by IUBT of

such duties and obligations following the Servicing Closing Date are solely related to IUBT’s role as original sponsor of the securitization transaction to which the applicable Servicing Agreement (Securitization) relates and are being retained in order to maintain the functioning of the securitization structure.  Therefore, notwithstanding IUBT’s responsibility for such duties and obligations, they do not, and shall not be construed to, provide IUBT with (i) any continuing legal, economic or other beneficial interest in the Trust or the loans held therein (except to the extent of IUBT’s interest in any such loans that relate to funding obligations giving rise to, or that constitute, Excluded Amounts), (ii) any control over such loans, or (iii) any benefit whatsoever associated with such loans (except to the extent of IUBT’s interest in any such loans that relate to funding obligations giving rise to, or that constitute, Excluded Amounts).

      Section 1.04. Subservicing Agreement (Multi-Transaction); Servicing Agreement (Whole Loans).

     (a) Upon the terms and subject to the conditions set forth in this Agreement and the Subservicing Agreement (Multi-Transaction) and on the basis of the representations, warranties, covenants and agreements contained herein and therein, at the Platform Closing, Purchaser and Sellers shall execute and deliver the Subservicing Agreement (Multi-Transaction).

     (b) Upon the terms and subject to the conditions set forth in this Agreement and the Servicing Agreement (Whole Loans) and on the basis of the representations, warranties, covenants and agreements contained herein and therein, at the Platform Closing, Purchaser and Sellers shall execute and deliver the Servicing Agreement (Whole Loans).

      Section 1.05. Purchase Price . The aggregate consideration (the “ Purchase Price ”) to be paid by Purchaser to Sellers for the Assets shall be payable as follows: (a) Two Million Dollars ($2,000,000), payable in full on the Servicing Closing Date by wire transfer of immediately available funds to an account designated in writing by Sellers at least two (2) Business Days prior to the Servicing Closing Date (the “ Non-Contingent Payment ”) and (b) following the Platform Closing Date, any Contingent Payments payable by Purchaser pursuant to the terms and provisions of the Subservicing Agreement (Multi-Transaction), as the same may be amended from time to time, as described in Section 1.06(a) ; provided that no such Contingent Payments shall be payable by Purchaser unless and until the Subservicing Agreement (Multi-Transaction) shall be duly executed and delivered by all parties thereto in accordance with the terms hereof and thereof.

      Section 1.06. Contingent Payments . Pursuant to and in accordance with the terms and conditions of the Subservicing Agreement (Multi-Transaction) (it being understood that this Section 1.06 provides a summary of certain terms and provisions of the Subservicing Agreement (Multi-Transaction), which summary is qualified in its entirety by reference to the terms and provisions of such agreement, as the same may be amended from time to time, and, in the event of a conflict or inconsistency between this Section 1.06 and the provisions of the Subservicing Agreement (Multi-Transaction), the provisions of the Subservicing Agreement (Multi- Transaction) shall govern and control), and subject to the provisos contained in Section 1.05(b) hereof:

     (a) Unless and until such payment obligation is earlier terminated or accelerated pursuant to the terms of the Subservicing Agreement (Multi-Transaction), during the three (3) year period commencing on the Servicing Transfer Date (the “ Contingent Payout Period ”), Purchaser, on a monthly basis, shall pay to Sellers an amount equal to (i) the aggregate unpaid principal balance of those loans related to the Servicing Agreements (Primary) listed on Exhibit B-1 attached hereto and incorporated herein, measured at the end of each calendar month, multiplied by (ii) 0.30% (30 basis points), and further multiplied by (iii) 1/12 (each payment a “ Contingent Payment ” and, collectively, the “ Contingent Payments ”). Each Contingent Payment shall be due and payable to Sellers on or before the tenth (10 ^th ) Business Day of each month following the end of the month for which the Contingent Payment is calculated; provided , however , in lieu of receiving any Contingent Payment from Purchaser in cash, Sellers may, upon reasonable advance notice to Purchaser, deduct the amount of such Contingent Payment from the loan servicing fees payable by Sellers to Purchaser on a monthly basis under the Subservicing Agreement (Multi-Transaction). If any month during the Contingent Payout Period is a partial month, the Contingent Payment payable by Purchaser to Seller and the loan servicing fees payable by Sellers to Purchaser for such month shall each be adjusted accordingly with the use of a stub period if necessary.

     (b) Neither Sellers nor any successor-in-interest of Sellers shall be permitted to terminate the Subservicing Agreement (Multi-Transaction) for any reason other than for cause under the terms of the Subservicing Agreement (Multi-Transaction). If prior to the three-year anniversary of the Servicing Transfer Date (i) Purchaser is terminated as a servicer or subservicer under the Subservicing Agreement (Multi-Transaction) or the Servicing Agreements (Primary) for any reason other than for cause under the terms of the applicable agreement, (ii) the applicable Seller is terminated as a servicer under any Servicing Agreement (Primary) for cause, or (iii) the loans subject to the Servicing Agreements (Primary) are deboarded for any reason other than a default by Purchaser under the applicable agreement, then Sellers shall pay to Purchaser a deboarding fee equal to $25 times the number of loans subject to the termination of Purchaser on such termination date. In the event that the Sellers terminate the Subservicing Agreement (Multi-Transaction) for cause under the terms of such agreement, neither Seller shall owe any termination fees or cost reimbursements to Purchaser.

     (c) Purchaser shall not be permitted to terminate the Subservicing Agreement (Multi-Transaction) for any reason other than for cause under the terms of the Subservicing Agreement (Multi-Transaction), subject to the Sellers’ right to cure, unless (i) Purchaser has secured a replacement servicer, acceptable to all parties having a right to approve such replacement servicer, under the applicable servicing and related agreements associated with the loans subject to the Servicing Agreements (Primary), and Purchaser has secured payment of each of the Seller’s and Purchaser’s costs of deboarding and boarding such loans at the replacement servicer, and (ii) if such termination without cause occurs prior to the three-year anniversary of the Servicing Transfer Date, Purchaser pays the Sellers all of the Contingent Payments that the Sellers would have earned during the remainder of the Contingent Payout Period had the Subservicing Agreement (Multi-

Transaction) not been terminated by Purchaser without cause, pursuant to the formula set forth in the Subservicing Agreement (Multi-Transaction) for such purpose. In the event that Purchaser terminates the Subservicing Agreement (Multi-Transaction) for cause under the terms of such agreement, Purchaser shall not owe any termination fees or cost reimbursements to Sellers, nor shall Purchaser be obligated to pay Sellers any Contingent Payments following such termination.

     (d) In the event of any third Person action that terminates either the Sellers’ right to service or Purchaser’s right to subservice the loans subject to the Servicing Agreements (Primary), and such termination is without cause, then neither the Sellers nor Purchaser shall owe any termination fees, deboarding fees, cost reimbursement or other amounts to the other, nor shall Purchaser be obligated to pay Sellers any Contingent Payment following such third Person termination.

     (e) Upon a “change of control” as set forth in the Subservicing Agreement (Multi-Transaction), Purchaser shall have the right to purchase Sellers’ servicing rights and obligations under any or all of the Servicing Agreements (Primary) and in connection therewith, to terminate the Subservicing Agreement (Multi-Transaction) as it relates, and all of Purchaser’s Contingent Payment obligations and other obligations thereunder as they relate, to such Servicing Agreements (Primary).

      Section 1.07. Accrued Servicing Fees; Unreimbursed Servicing Advances; Protective Advances .

     (a) Sellers shall hold in trust for the benefit of Purchaser, and shall pay to Purchaser in immediately available funds as soon as practicable following receipt, any and all payments and reimbursements in respect of the Servicing Assets, including, without limitation, Accrued Servicing Fees, received by Sellers after the Servicing Closing Date to the extent attributable to any time after the Servicing Closing Date. Purchaser shall hold in trust for the benefit of Sellers, and shall pay to Sellers, or their designee, in immediately available funds as soon as practicable following receipt, any and all payments and reimbursements in respect of the Servicing Assets, including, without limitation, Accrued Servicing Fees, received by Purchaser after the Servicing Closing Date to the extent attributable to any time on or before the Servicing Closing Date. For purposes of allocating the Accrued Servicing Fees with respect to any pre-Servicing Closing portion of any period that includes but ends after the Servicing Closing Date (each, a “ Straddle Period ”), such allocation shall be determined on a per-diem basis taking into account the number of days in the Straddle Period through and including the Servicing Closing Date and the number of days in the entire Straddle Period.

     (b) Any Advances which were made by Sellers on or prior to the Servicing Closing Date and remain outstanding following the Servicing Closing Date that are collected by Purchaser (to the extent allowable by applicable Law) after the Servicing Closing Date shall be reimbursed to Sellers, or their designee, promptly following collection by Purchaser of such Advances, and any Protective Advances (as such term is defined in the Servicing Agreements (Primary)) related to Servicing Agreements (Primary) which were made by Sellers and remain outstanding on the Servicing Transfer

Date that are collected by Purchaser (to the extent allowable by applicable Law) after the Servicing Transfer Date shall be reimbursed to Sellers, or their designee, promptly following the collection by Purchaser of such Protective Advances; provided that the sources for reimbursement of such Advances or Protective Advances, as the case may be, shall be limited to the sources provided for in the applicable Servicing Agreement (Securitization) or Servicing Agreement (Primary), as applicable.

     (c) Any Protective Advances (as such term is defined in the Subservicing Agreement (Multi-Transaction)) made by Purchaser pursuant to the Subservicing Agreement (Multi-Transaction) will be reimbursed to Purchaser in accordance with the terms and provisions of the Subservicing Agreement (Multi-Transaction).

      Section 1.08. “As Is Where Is” Transaction . Purchaser hereby acknowledges and agrees that, notwithstanding anything to the contrary herein, except as expressly set forth in this Agreement and the Related Agreements, Sellers make no representations or warranties whatsoever, express or implied, with respect to any matter relating to any of the Assets. Without in any way limiting the foregoing, Sellers hereby disclaim any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Assets. Purchaser further acknowledges that Purchaser has conducted an independent inspection and investigation of the condition of all portions of the Assets and all other matters relating to or affecting any of the Assets as Purchaser deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, Purchaser is doing so based solely upon such independent inspections and investigations. Accordingly, except as expressly set forth in this Agreement, Purchaser will accept the Assets on the applicable Closing Date “AS IS” and “WHERE IS”.

ARTICLE II
CLOSINGS

      Section 2.01. Closing Dates . The closing of the transactions contemplated by Section 1.01(a) and Section 1.03(a) of this Agreement (the “ Servicing Closing ”), and the passing of title to the Servicing Assets, is taking place at the offices of Irwin Home Equity Corporation, at 12677 Alcosta Boulevard, San Ramon, California 94583, at 11:59 p.m., Pacific time, simultaneously with the execution of this Agreement by all parties on March 31, 2009 (the “ Servicing Closing Date ”). Unless this Agreement shall have been terminated pursuant to Article IX hereof, the closing of the transactions contemplated by Section 1.01(b) , Section 1.03(b) and Section 1.04 of this Agreement (the “ Platform Closing ” and, collectively with the Servicing Closing, the “ Closings ”) shall take place at 10:00 a.m., New York, New York time, on the first Business Day of the calendar month following the date on which the conditions set forth in Section 3.01 and Section 3.02 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Platform Closing, but subject to the satisfaction or waiver of such conditions), or at such other time and/or on such other date as may be mutually agreed to by the parties (the “ Platform Closing Date ” and, together with the Servicing Closing Date, the “ Closing Dates ”). The Platform Closing shall be deemed effective as of 12:01 a.m., Pacific time, on the Platform Closing Date. The Platform Closing shall take place at the offices of Irwin Home Equity Corporation, at 12677 Alcosta Boulevard, San Ramon, California 94583, or at such other place as may be mutually agreed to by the parties. The parties hereto acknowledge and agree that all proceedings to be taken and all documents to be executed and

delivered by all parties at the applicable Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

      Section 2.02. Deliveries by Sellers .

     (a) Servicing Closing . At the Servicing Closing, Sellers shall deliver possession of all of the Servicing Assets to Purchaser, and Sellers shall deliver (or cause to be delivered) originals or copies, if specified, of the following:

      (i) to Purchaser and to each applicable Indenture Trustee, each Appointment and Assumption Agreement with respect to the Servicing Agreements (Securitization) of each Trust, in each case duly executed by each Seller that is a party thereto and each other party thereto (other than Purchaser);

      (ii) to Purchaser and to each applicable Indenture Trustee, an Effective Notice for each Appointment and Assumption Agreement identifying the Servicing Closing Date as the effective date, in each case duly executed by each Seller that is a party thereto and each other party thereto (other than Purchaser);

      (iii) to Purchaser, the Interim-Subservicing Agreement, duly executed by each Seller that is a party thereto and each other party thereto (other than Purchaser);

      (iv) to Purchaser, the HELOC Funding Account Control Agreement, duly executed by each Seller that is a party thereto and each other party thereto (other than Purchaser);

      (v) to Purchaser, copies of each material consent, waiver, authorization and approval necessary to permit the consummation of the sale of the Servicing Assets and the assumption of the Assumed Servicing Liabilities pursuant to the terms of this Agreement, including required consents and approvals listed on Section 4.03(a) of the Servicing Disclosure Schedules under the heading “Servicing Consents” (the “ Seller Servicing Material Consents ”);

      (vi) to Purchaser, copies of the Rating Letters delivered by each Rating Agency to each applicable Trust, Indenture Trustee and Enhancer;

      (vii) to Purchaser, a Certificate of Existence of each Seller issued by the Secretary of State of the State of Indiana, dated within two (2) Business Days of the Servicing Closing;

      (viii) to Purchaser, copies of resolutions adopted by the Board of Directors of each Seller authorizing and approving the execution and delivery of this Agreement and the Platform Closing Related Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby, and, in the case of IUBT, a copy of the minutes of the Board of Directors of IUBT wherein such approval is reflected (which minutes shall be in a redacted form so as to only memorialize the discussions related to such approval) and a statement of the vote recorded in such

minutes, certified to be true, complete, correct and in full force and effect by the Secretary of each Seller;

      (ix) to Purchaser, copies of the certified Articles of Incorporation of each Seller, including all amendments thereto, certified as true, complete and correct by the Secretary of such Seller, and a copy of the Bylaws of each Seller, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of such Seller;

      (x) to Purchaser, a certificate, dated as of the Servicing Closing Date, duly executed by each Seller acknowledging delivery by Purchaser of the items set forth in Section 2.03(a) of this Agreement;

      (xi) to Purchaser, a copy (either in written or electronic form) of each Servicing Agreement (Securitization), including all annexes, exhibits and schedules thereto and, to the extent not included in the foregoing, a list of all loans related to the Servicing Agreements (Securitization);

      (xii) to Purchaser, evidence that Sellers have delivered an Opinion of Counsel for each Trust requiring such an opinion with respect to the appointment of the Purchaser as Master Servicer under each Servicing Agreement (Securitization) with respect thereto;

      (xiii) to Purchaser, evidence of the full release and discharge of all Encumbrances on or relating to any of the Servicing Assets, or to which any of the Servicing Assets is subject, other than restrictions expressly imposed under the Servicing Agreements (Securitization), each in form and substance reasonably satisfactory to Purchaser;

      (xiv) to Purchaser, UCC-1 Financing Statements naming each Seller (as applicable) as seller and Purchaser or its Affiliate(s) as purchaser of the Servicing Assets governed by Article 9 of the UCC in form sufficient for filing in the State of Indiana;

      (xv) to Purchaser, the Closing Data Files for each Trust;

      (xvi) to Purchaser, an acknowledgement from the applicable Indenture Trustee and Enhancer for each Trust stating whether each Trust is in the Managed Amortization Period (as such term is defined in the related Servicing Agreements (Securitization) for each Trust);

      (xvii) to Purchaser, a written waiver (which may be included in the relevant Appointment and Assumption Agreement) duly executed by the applicable Indenture Trustee and Enhancer of each Trust stating that both the Indenture Trustee and Enhancer waive their right to declare a Servicing Default pursuant to Section 7.01(c) of the applicable Servicing Agreement (Securitization);

      (xviii) to Purchaser, a certificate of non-foreign entity status under FIRPTA, duly executed by each Seller;

      (xix) to Purchaser, a Limited Power of Attorney in the form attached hereto as Exhibit I for each Servicing Agreement (Securitization), duly executed by each Seller;

      (xx) to Purchaser, such other documents as Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by Section 1.01(a) and Section 1.03(a) of this Agreement or any of the Servicing Closing Related Agreements.

     (b) Platform Closing . Subject to fulfillment or waiver of the conditions set forth in Section 3.01 , at the Platform Closing, Sellers shall deliver possession of all of the Collections Platform Assets to Purchaser, and Sellers shall deliver (or cause to be delivered) to Purchaser originals or copies, if specified, of the following:

      (i) the Platform Bill of Sale, duly executed by each party thereto (other than Purchaser);

      (ii) the Platform Assignment and Assumption Agreement, duly executed by each party thereto (other than Purchaser);

      (iii) the Transitional Services Agreement, duly executed by each party thereto (other than Purchaser);

      (iv) the original or a copy (either in written or electronic form) of each Servicing Agreement (Primary);

      (v) the Subservicing Agreement (Multi-Transaction), duly executed by each party thereto (other than Purchaser);

      (vi) the Servicing Agreement (Whole Loans), duly executed by each party thereto (other than Purchaser);

      (vii) the Sublease or Lease, as the case may be, pursuant to Section 6.08 below, duly executed by each party thereto (other than Purchaser);

      (viii) a Certificate of Existence of each Seller issued by the Secretary of State of the State of Indiana, dated within two (2) Business Days of the Platform Closing;

      (ix) copies of each material consent, waiver, authorization and approval necessary to permit the consummation of the Platform Closing pursuant to the terms of this Agreement, and the entry into the Platform Closing Related Agreements, including any consent of the Landlord required in connection with the Lease or Sublease and any consents or approvals which may be listed on Section 4.22(a) of the Platform Disclosure Schedules (the “ Seller Platform Material Consents ” and together with the Seller Servicing Material Consents, the “ Seller Material Consents ”);

     (x) copies of resolutions adopted by the Board of Directors of each Seller authorizing and approving the execution and delivery of this Agreement and the Platform Closing Related Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby, and, in the case of IUBT, a copy of the minutes of the Board of Directors of IUBT wherein such approval is reflected (which minutes shall be in a redacted form so as to only memorialize the discussions related to such approval) and a statement of the vote recorded in such minutes, certified to be true, complete, correct and in full force and effect by the Secretary of each Seller;

     (xi) a certificate, dated the Platform Closing Date, duly executed by an officer of each Seller pursuant to Sections 3.02(b) and 3.02(c) of this Agreement;

     (xii) a certificate, dated as of the Platform Closing Date, duly executed by each Seller acknowledging delivery by Purchaser of the items set forth in Section 2.03(b) of this Agreement;

     (xiii) evidence of the full release and discharge of all Encumbrances on or relating to any of the Collections Platform Assets, or to which any of the Collections Platform Assets is subject, other than Permitted Encumbrances, each in form and substance reasonably satisfactory to Purchaser;

     (xiv) UCC-1 Financing Statements naming each Seller (as applicable) as seller and Purchaser or its Affiliate(s) as purchaser of the Collections Platform Assets governed by Article 9 of the UCC in form sufficient for filing in the State of Indiana; and

     (xv) such other documents as Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by Section 1.01(b) , Section 1.03(b) and Section 1.04 of this Agreement or any of the Platform Closing Related Agreements.

      Section 2.03. Deliveries by Purchaser .

     (a) Servicing Closing . At the Servicing Closing, Purchaser shall deliver (or cause to be delivered) to Sellers originals, or copies if specified, of the following agreements, documents and other items:

     (i) the Non-Contingent Payment, payable as provided in Section 1.05(a) ;

     (ii) the Appointment and Assumption Agreements with respect each Servicing Agreement (Securitization) of each Trust, in each case duly executed by Purchaser;

     (iii) the Interim-Subservicing Agreement, duly executed by Purchaser;

     (iv) the HELOC Funding Account Control Agreement, duly executed by Purchaser;

     (v) copies of each material consent, waiver, authorization and approval listed in Section 5.04 of the Servicing Disclosure Schedules under the heading of “Servicing Consents” (the “ Purchaser Material Consents ” and, together with the Seller Material Consents the “ Material Consents ”);

     (vi) copies of all the resolutions adopted by the managing member of Purchaser authorizing and approving the execution and delivery of this Agreement and of the Servicing Closing Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;

     (vii) a Certificate of Good Standing of Purchaser issued by the Secretary of State of the State of Delaware, dated within two (2) Business Days of the Servicing Closing;

     (viii) true and complete copies of the certified certificate of formation of Purchaser, including all amendments thereto, certified as true, complete and correct by the Secretary of Purchaser, and a copy of the Operating Agreement of Purchaser, as amended through the Servicing Closing Date, certified as true, complete and correct and in full force and effect by the Secretary of Purchaser;

     (ix) a certificate executed by the Secretary of Purchaser acknowledging delivery by Sellers of the items set forth in Section 2.02(a) of this Agreement; and

     (x) such other documents as Sellers may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by Section 1.01(a) and Section 1.03(a) of this Agreement or any of the Servicing Closing Related Agreements.

     (b) Platform Closing . Subject to fulfillment or waiver of the conditions set forth in Section 3.02 , at the Platform Closing, Purchaser shall deliver (or cause to be delivered) to Sellers originals, or copies if specified, of the following agreements, documents and other items:

     (i) the Platform Bill of Sale, duly executed by Purchaser;

     (ii) the Platform Assignment and Assumption Agreement, duly executed by Purchaser;

     (iii) the Transitional Services Agreement, duly executed by Purchaser;

     (iv) the Subservicing Agreement (Multi-Transaction), duly executed by Purchaser;

     (v) the Servicing Agreement (Whole Loans), duly executed by Purchaser;

     (vi) the Sublease or Lease, as the case may be, pursuant to Section 6.08 below, duly executed by Purchaser;

     (vii) copies of all the resolutions adopted by the managing member of Purchaser authorizing and approving the execution and delivery of the Platform Closing Related Agreements to which it is a party and the consummation of the transactions contemplated thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;

     (viii) a Certificate of Good Standing of Purchaser issued by the Secretary of State of the State of Delaware, dated within two (2) Business Days of the Platform Closing;

     (ix) a certificate executed by the Secretary of Purchaser acknowledging delivery by Sellers of the items set forth in Section 2.02(b) of this Agreement;

     (x) a certificate, dated the Platform Closing Date, duly executed by the an officer of Purchaser pursuant to Sections 3.01(b) and 3.01(c) of this Agreement; and

     (xi) such other documents as Sellers may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by Section 1.01(b) , Section 1.03(b) and Section 1.04 of this Agreement or any of the Platform Closing Related Agreements.

ARTICLE III
CONDITIONS PRECEDENT TO PLATFORM CLOSING

      Section 3.01. Conditions Precedent to Obligations of Sellers . The obligation of Sellers to consummate the sale of the Collections Platform Assets hereunder and the other transactions contemplated by the Platform Closing is subject to the fulfillment, at or prior to the Platform Closing, of the following conditions, any one or more of which may be waived in writing by Sellers (in their sole and absolute discretion):

     (a) Deliveries by Purchaser . Purchaser shall have made delivery to Sellers of the items specified in Section 2.03(b) .

     (b) Representations and Warranties of Purchaser . All representations and warranties made by Purchaser in Article V hereof shall be true and correct in all material respects (except for those representations and warranties qualified as to materiality, which shall be true and correct in all respects) on and as of the Platform Closing Date as if made by Purchaser on such date (except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date), and Sellers shall have received a certificate to that effect from Purchaser dated as of the Platform Closing Date.

     (c) Performance of the Obligations of Purchaser . Purchaser shall have performed, complied with or fulfilled in all material respects all of the covenants, agreements, obligations and conditions required under this Agreement and each of the Platform Closing Related Agreements to which it is a party, in each case to be performed, complied with or fulfilled by Purchaser on or prior to the Platform Closing Date, and

Sellers shall have received a certificate to that effect from Purchaser dated as of the Platform Closing Date.

     (d) Legal Proceedings . Purchaser shall not be subject to any injunction, preliminary restraining order or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement or any of the Platform Closing Related Agreements.

     (e) No Violation of Orders . There shall not be any preliminary or permanent injunction or other order issued by any Governmental Entity that declares this Agreement or any of the Platform Closing Related Agreements invalid or unenforceable in any respect or prevents or attempts to prevent the consummation of the transactions contemplated hereby or thereby.

     (f) Required Approvals . There shall have been received all consents and approvals listed on Section 3.01(f) of the Platform Disclosure Schedules.

     (g) Subservicing Agreement (Multi-Transaction); Servicing Agreement (Whole Loans) . Each of the Subservicing Agreement (Multi-Transaction) and the Servicing Agreement (Whole Loans) shall have been executed by all requisite parties (other than Sellers), each to be effective as of the Servicing Transfer Date, and all of the conditions precedent set forth therein to be fulfilled by Purchaser shall have been satisfied or waived.

     (h) Facility Lease . Either the Sublease or Lease, as the case may be, pursuant to Section 6.08 below, shall have been duly executed and delivered by all requisite parties (other than Sellers), to be effective as of the Platform Closing Date.

      Section 3.02. Conditions Precedent to Obligations of Purchaser . The obligation of Purchaser to consummate the purchase of the Collections Platform Assets hereunder and the other transactions contemplated by the Platform Closing is subject to the fulfillment, at or prior to the Platform Closing, of the following conditions, any one or more of which may be waived in writing by Purchaser (in its sole and absolute discretion):

     (a) Deliveries by Sellers . Sellers shall have made delivery to Purchaser of the items specified in Section 2.02(b) .

     (b) Representations and Warranties of Sellers . All representations and warranties made by Sellers set forth in Sections 4.20 — 4.33 , inclusive, of this Agreement shall be true and correct in all material respects (except for those representations and warranties qualified as to materiality, which shall be true and correct in all respects) on and as of the Platform Closing Date as if made by Sellers on and as of such date (except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date), without giving effect to any Disclosure Schedule Updates, and Purchaser shall have received a certificate to that effect from Sellers dated as of the Platform Closing Date.

     (c) Performance of the Obligations of Sellers . Each Seller shall have performed, complied with or fulfilled in all material respects all covenants, agreements, obligations and conditions required by this Agreement and each of the Platform Closing Related Agreements to which such Seller is a party, in each case to be performed, complied with or fulfilled by such Seller on or prior to the Platform Closing Date, and Purchaser shall have received a certificate to that effect from Sellers dated as of the Platform Closing Date.

     (d) Legal Proceedings . Neither Seller shall be subject to any injunction, preliminary restraining order or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement or any of the Platform Closing Related Agreements. Since the date of this Agreement, there shall not have been commenced against either Seller, or against any Affiliate of either Seller, any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the transactions contemplated by this Agreement.

     (e) No Violation of Orders . There shall be no preliminary or permanent injunction or other order issued by any Governmental Entity which declares this Agreement or any of the Platform Closing Related Agreements invalid or unenforceable in any respect or prevents or attempts to prevent the consummation of the transactions contemplated hereby or thereby.

     (f) Required Approvals . There shall have been received all consents and approvals necessary to permit the consummation of the Platform Closing pursuant to the terms of this Agreement, and the entry into the Platform Closing Related Agreements, including, without limitation, the Seller Platform Material Consents.

     (g) No Platform Material Adverse Effect or Subservicing Material Adverse Effect . During the period from the date hereof to the Platform Closing Date, there shall not have been a Platform Material Adverse Effect or a Subservicing Material Adverse Effect.

     (h) Subservicing Agreement (Multi-Transaction); Servicing Agreement (Whole Loans) . Each of the Subservicing Agreement (Multi-Transaction) and the Servicing Agreement (Whole Loans) shall have been executed by all requisite parties (other than Purchaser), each to be effective as of the Servicing Transfer Date, and all of the conditions precedent set forth therein to be fulfilled by Sellers shall have been satisfied or waived.

     (i) Facility Lease . Either the Sublease or Lease, as the case may be, pursuant to Section 6.08 below, shall have been duly executed and delivered by all requisite parties (other than Purchaser) to be effective as of the Platform Closing Date, and, (i) in the event Purchaser elects to enter into the Sublease, (x) all third party consents (including, without limitation, Landlord’s consent to the Sublease) which may be required as

conditions precedent to the effectiveness of the Sublease pursuant to the terms thereof shall have been delivered at Sellers’ sole cost and expense in accordance with the terms of the Sublease and (y) Purchaser shall have obtained a recognition, non-disturbance or similar type agreement containing commercially reasonable terms and provisions from Landlord with respect to the Sublease and (ii) in the event Purchaser elects to enter into the Lease, to the extent necessary, the Existing Lease shall have been amended, at Sellers’ sole cost and expense, so that Landlord shall have recaptured the portion of Sellers’ existing leasehold premises at the San Ramon Facility located at 12667 Alcosta Boulevard, Building AA, which shall have been demised to Purchaser pursuant to the terms of the Lease.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

     Sellers hereby jointly and severally represent and warrant to Purchaser, subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Sellers concurrently with the execution of this Agreement (the “ Servicing Disclosure Schedules ”), on the date hereof (the Servicing Closing Date), as set forth in Sections 4.01 — 4.19 , inclusive, as follows:

      Section 4.01. Organization; Power . IUBT is a banking corporation duly organized and validly existing under the Laws of the State of Indiana, for which all reports required to be filed with the Indiana Secretary of State have been filed, and for which no articles of dissolution have been filed with the Indiana Secretary of State. IHE is a corporation duly organized and validly existing under the Laws of the State of Indiana, for which all reports required to be filed with the Indiana Secretary of State have been filed, and for which no articles of dissolution have been filed with the Indiana Secretary of State. Each Seller has all corporate power and authority necessary to own, lease and operate the properties it purports to own, lease and operate and to carry on its business as currently conducted. Each Seller is duly qualified or authorized as a foreign corporation to transact business, and is validly existing and in good standing, in each jurisdiction in which the character of the business transacted by it or the properties owned or leased by it requires such qualification or authorization, or in which the failure to so qualify or be authorized would not reasonably be expected to have a Servicing Material Adverse Effect.

      Section 4.02. Authorization and Validity of Agreement . The execution, delivery and performance by each Seller of this Agreement and any and all Servicing Closing Related Agreements to which such Seller is a party has been authorized by all necessary corporate action on the part of such Seller. This Agreement, each of the Servicing Closing Related Agreements and each of the transactions contemplated hereby and thereby has been approved by the Board of Directors of each Seller, which approval has been reflected in the minutes of the Board of Directors of each Seller. Each Seller has the corporate power and authority to enter into, execute and deliver this Agreement and each of the Servicing Closing Related Agreements to which it is a party, to consummate the transactions contemplated by this Agreement and each of the Servicing Closing Related Agreements to which it is a party, to perform all of its obligations under this Agreement and each of the Servicing Closing Related Agreements to which it is a party and to comply with and fulfill the terms and conditions of this Agreement and each of the Servicing Closing Related Agreements to which it is a party. This Agreement and each of the

Servicing Closing Related Agreements to which it is a party have been duly executed and delivered by each Seller and constitute such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with their respective terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

      Section 4.03. No Conflict or Violation .

     (a) The execution, delivery and performance by each Seller of this Agreement and each Servicing Closing Related Agreement to which such Seller is a party, and the consummation by each Seller of the transactions contemplated hereby and thereby, do not and shall not:

     (i) violate or conflict with any provision of the Articles of Incorporation, Bylaws or other Governing Documents of such Seller; and

     (ii) (A) violate in any respect any provision of Law applicable to such Seller or any of such Seller’s properties or assets; (B) except as set forth on Section 4.03(a) of the Servicing Disclosure Schedules, with or without the giving of due notice or lapse of time or both, violate or conflict with, or result in a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by the terms of, any Contract, Servicing License and Permit, consent order or other instrument or obligation to which such Seller is a party, or by which such Seller’s assets or properties may be bound, including any formal or informal enforcement order with the FDIC or any other bank regulator, result in the imposition of any Encumbrance on any of the Assets, or cause the maturity of any material liability, obligation or debt of such Seller secured by any of the Assets to be accelerated or increased (with or without due notice or lapse of time or both), except for such violations, breaches, defaults or Encumbrances which would not reasonably be expected to materially and adversely affect the Assets; or (C) except as set forth on Section 4.03(a) of the Servicing Disclosure Schedules, require any notice to, or filing, registration, qualification or declaration with, or consent, authorization, approval, waiver, license, order, or designation from any Governmental Entity or any other Person, including the FDIC or any other bank regulator.

     (b) No Takeover Statute is applicable to this Agreement or any Servicing Closing Related Agreement, or the transactions contemplated hereby or thereby.

      Section 4.04. Servicing Operations; Compliance with Law.

     (a) A true and correct copy of each Servicing Agreement (Securitization) has been provided to Purchaser, and none of the Servicing Agreements (Securitization) has been modified, waived or amended in any respect.

     (b) Each Seller has performed in all material respects all of its respective obligations under each Servicing Agreement (Securitization) that were required to be performed by it on or prior to the Servicing Closing Date.

     (c) Except as set forth on Section 4.04(c) of the Servicing Disclosure Schedules, no Servicer Default under any of the Servicing Agreements (Securitization), and no material breach or default by any Seller or any of its Affiliates or, to the Knowledge of each Seller, any other Person under any Servicing Agreements (Securitization) has occurred and is continuing, and, to the Knowledge of each Seller, no event that, with notice or the passage of time, would reasonably be expected to result in such a Servicer Default or material breach or default has occurred or is continuing.

     (d) Each report and officer’s certification prepared by Sellers pursuant to each Servicing Agreement (Securitization) is true and correct in all material respects.

     (e) To each Seller’s Knowledge, each loan subject to the Servicing Agreements (Securitization) was originated in compliance with all applicable Laws in all material respects.

     (f) Each Seller and each of its Affiliates has at all times performed its duties under each Servicing Agreement (Securitization) to which it is a party and has conducted and is conducting the Business (as it relates to the Servicing Agreements (Securitization)) in compliance with all applicable Laws, including, without limitation, the Finance Laws and insurance Laws, in all material respects. Each of the representations and warranties contained in each Servicing Agreement (Securitization) made by the applicable Seller party thereto was true and correct when made.

     (g) The Servicing Agreements (Securitization) set forth all of the provisions with respect to fees and other income and set forth all of the other terms and conditions of the Sellers’ rights and obligations relating to the Servicing Rights and Obligations.

     (h) The Servicing Agreements (Securitization) are in full force and effect, are valid, binding and enforceable agreements of the parties thereto and, upon the consummation of the transactions contemplated hereunder will be enforceable by Purchaser.

     (i) None of the other parties to the Servicing Agreements (Securitization) or security or debt holders of the Trusts have provided written notice to any Seller that such party will be terminating, modifying or amending a Servicing Agreement (Securitization) (or otherwise seeking to terminate, modify or amend such Seller’s benefits or rights under, any of the Servicing Agreements (Securitization), and no Seller has any Knowledge to the contrary.

      Section 4.05. Licenses and Permits . Sellers have obtained and maintained in full force and effect all Servicing Licenses and Permits that are necessary in order for the Sellers to perform their obligations under each Servicing Agreement (Securitization), as presently conducted. Sellers are in compliance in all material respects with all terms, conditions and requirements of all Servicing Licenses and Permits, and no Proceeding is pending or, to the Knowledge of any Seller, threatened relating to the revocation or limitation of any Servicing Licenses and Permits.

      Section 4.06. Litigation . Except as set forth on Section 4.06 of the Servicing

Disclosure Schedules, there are no investigations, governmental audits or Proceedings pending or, to the Knowledge of any Seller, threatened against any Seller or any its Affiliates or any of their respective properties, including the Servicing Assets, or with respect to this Agreement or any of the Servicing Closing Related Agreements, that has had or could reasonably be expected to have a Servicing Material Adverse Effect. To the Knowledge of each Seller, no event has occurred and no circumstance exists with respect to actions or omissions of any Seller or any of its Affiliates under the Servicing Agreements (Securitization) that would reasonably be expected to give rise to or serve as a basis for the commencement of such a Proceeding. There are no unsatisfied judgments of any kind against any of the Servicing Assets, and no Seller is subject to any judgment, order, decree, rule or regulation of any court or Governmental Entity that has had or could reasonably be expected to have a Servicing Material Adverse Effect. Section 4.06 of the Servicing Disclosure Schedules sets forth all material investigations, governmental audits or Proceedings pending, or to the Knowledge of any Seller, threatened against IHE or any of its properties, including any class actions.

      Section 4.07. Title to the Servicing Assets . Sellers have good, valid and marketable title in and to, and the power and authority to sell, assign, transfer, set over, convey and deliver to Purchaser as contemplated hereby, all of the Servicing Assets, free and clear of all Encumbrances, other than restrictions expressly imposed under the Servicing Agreements (Securitization). Each of the Servicing Assets, to the extent it is governed by or subject to Article 9 of the UCC, is either an “account” or a “payment intangible” or an “instrument” or a “certificated security” under Article 9 of the UCC, as applicable.

      Section 4.08. Broker’s and Finder’s Fees . Except as set forth on Section 4.08 of the Servicing Disclosure Schedules, no broker, finder or other Person is entitled to any commission or finder’s fee in connection with this Agreement or the transactions contemplated by this Agreement as a result of any actions or commitments of Sellers or any of their Affiliates.

      Section 4.09. Solvency . No Seller nor any of such Seller’s Affiliates is, or immediately after giving effect to the transactions contemplated by this Agreement and the Servicing Closing Related Agreements (including, but not limited to, the purchase and sale of the Servicing Assets) will be, “insolvent” within the meaning of section 101(32) of title 11 of the United States Code or any applicable state fraudulent conveyance or transfer Law or otherwise generally unable to meet it financial obligations as they mature. In entering into this Agreement and the Servicing Closing Related Agreements and consummating the transactions contemplated herein and therein, no Seller is intending to hinder, delay or defraud any present or future creditor of such Seller.

      Section 4.10. Servicing Files and Records . Sellers have kept and maintained in all material respects complete and accurate Files and Records in connection with the Servicing Agreements (Securitization).

      Section 4.11. Certain Information and Schedules .

     (a) Section 4.11(a) of the Servicing Disclosure Schedules sets forth, as of February 28, 2009 and with respect to each Trust, the sum of (A) the Servicing Fee that would be payable to IUBT, as Master Servicer, and IHE, as Subservicer under the related

Servicing Agreements (Securitization), for the Collection Period ending immediately before such date and (B) all additional compensation to which any Seller is entitled pursuant to the Servicing Agreements (Securitization) for the period described in clause (A) of this sentence.

     (b) Section 4.11(b) of the Servicing Disclosure Schedules sets forth each Force-Placed Premium paid (or in the case of a blanket policy, allocated) by IUBT, as Master Servicer, and IHE, as Subservicer, prior to February 28, 2009, which has been earned but not reimbursed to it as of such date by the related Trust and the aggregate amount.

      Section 4.12. Conduct of Business . Except as set forth on Section 4.12 of the Servicing Disclosure Schedules, since January 1, 2008, each Seller has conducted that portion of its business that is applicable to the Servicing Agreements (Securitization) in substantially the same manner, including, without limitation, consistently with and no less stringently than such Seller’s collection and servicing criteria and other written policies in effect and carried out by such Seller as of such date.

      Section 4.13. [Intentionally left blank]

      Section 4.14. Data File Disclosure . All fields set forth on Section 4.14 of the Servicing Disclosure Schedules contained in any Closing Data Files or Post Closing Data Files delivered by any Sellers or their Affiliates pursuant to this Agreement will be complete, true and correct in all material respects (i) in the case of Closing Data Files delivered pursuant to Section 2.02(a)(xv) hereof, as of a time as close as reasonably practicable to 5:00 p.m. (New York, New York time) on the day prior to the last day of the Collection Period immediately preceding the Servicing Closing Date and (ii) in the case of Post Closing Data Files delivered pursuant to Section 6.16 hereof, as of 11:59 p.m. (New York, New York time) on the day immediately preceding the Servicing Closing Date.

      Section 4.15. No Powers of Attorney . After the Servicing Closing Date, no Seller or any of its Affiliates will have any powers of attorney or comparable delegations of authority outstanding with respect to the Servicing Rights and Obligations or the Servicing Agreements (Securitization) other than (a) any powers of attorney delivered to Purchaser pursuant to this Agreement, the Servicing Closing Related Agreements and the Platform Closing Related Agreements, and (b) any powers of attorney delivered to each Trust under the related Servicing Agreements (Securitization).

      Section 4.16. Investment Company . No Seller nor any of such Seller’s Affiliates is, or after giving effect to the transactions contemplated by this Agreement or the Servicing Closing Related Documents (including, but not limited to, the purchase and sale of the Servicing Assets), will be required to register as an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

      Section 4.17. Excluded Amounts . With respect to each Excluded Amount, Section 4.17 of the Servicing Disclosure Schedules accurately identifies the related serviced loan and the current outstanding principal balance of such Excluded Amount as of February 28, 2009. The

information set forth in Section 4.17 of the Servicing Disclosure Schedules is, and the information contained in any Post Closing Excluded Amounts Statement delivered by any Seller to Purchaser pursuant to Section 6.18 will be, complete, true and correct in all material respects.

      Section 4.18. Unreimbursed Servicing Advances . With respect to each Unreimbursed Servicing Advance outstanding as of the date hereof, Section 4.18 of the Servicing Disclosure Schedules accurately identifies the related Trust or applicable Servicing Agreement (Securitization), the related serviced loan, the date such Unreimbursed Servicing Advance was made and the current outstanding principal balance of such Unreimbursed Servicing Advance. Each Unreimbursed Servicing Advance set forth on Section 4.18 of the Servicing Disclosure Schedules represents amounts that may be collected or reimbursed under applicable Law.

      Section 4.19. Disclaimer . Except as expressly set forth in this Article IV and any representations and warranties expressly made by Sellers in the Related Agreements to which Sellers are a party, Sellers make no representation or warranty, express or implied, at Law or in equity, and any such other representations and warranties are hereby expressly disclaimed, including any implied representation or warranty as to condition, merchantability, suitability or fitness for particular purpose. Purchaser hereby acknowledges and agrees to such disclaimer and that, except as specifically set forth in this Article IV , Purchaser is purchasing the Servicing Assets on an “ as is, where is ” basis.

PLATFORM CLOSING DATE REPRESENTATIONS AND
WARRANTIES OF SELLERS

     In addition, Sellers hereby jointly and severally represent and warrant to Purchaser, subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Sellers concurrently with the execution of this Agreement, dated as of the date hereof (the “ Platform Disclosure Schedules ” and, together with the Servicing Disclosure Schedules, the “ Disclosure Schedules ”), on the date hereof and on the Platform Closing Date, as set forth in Sections 4.20 — 4.33 , inclusive, as follows:

      Section 4.20. Organization; Power . IUBT is a banking corporation duly organized and validly existing under the Laws of the State of Indiana, for which all reports required to be filed with the Indiana Secretary of State have been filed, and for which no articles of dissolution have been filed with the Indiana Secretary of State. IHE is a corporation duly organized and validly existing under the Laws of the State of Indiana, for which all reports required to be filed with the Indiana Secretary of State have been filed, and for which no articles of dissolution have been filed with the Indiana Secretary of State. Each Seller has all corporate power and authority necessary to own, lease and operate the properties it purports to own, lease and operate and to carry on its business as currently conducted. Each Seller is duly qualified or authorized as a foreign corporation to transact business, and is validly existing and in good standing, in each jurisdiction in which the character of the business transacted by it or the properties owned or leased by it requires such qualification or authorization, or in which the failure to so qualify or be authorized would not reasonably be expected to have a Platform Material Adverse Effect or a Subservicing Material Adverse Effect.

      Section 4.21. Authorization and Validity of Agreement . The execution, delivery and performance by each Seller of this Agreement and the execution, delivery and performance by each Seller on the Platform Closing Date of any and all Platform Closing Related Agreements to which such Seller is a party has been authorized by all necessary corporate action on the part of such Seller. This Agreement, each of the Platform Closing Related Agreements and each of the transactions contemplated hereby and thereby has been approved by the Board of Directors of each Seller, which approval has been reflected in the minutes of the Board of Directors of each Seller. Each Seller has the corporate power and authority to enter into, execute and deliver this Agreement and each of the Platform Closing Related Agreements to which it is a party, to consummate the transactions contemplated by this Agreement and each of the Platform Closing Related Agreements to which it is a party, to perform all of its obligations under this Agreement and each of the Platform Closing Related Agreements to which it is a party and to comply with and fulfill the terms and conditions of this Agreement and each of the Platform Closing Related Agreements to which it is a party. With respect to each Seller, this Agreement has been duly and validly executed and delivered and constitutes, and each of the Platform Closing Related Agreements to which such Seller is a party, when duly executed and delivered by such Seller in accordance with this Agreement, will constitute, such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

      Section 4.22. No Conflict or Violation .

     (a) The execution, delivery and performance by each Seller of this Agreement and each Platform Closing Related Agreement to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby and thereby do not and shall not:

     (i) violate or conflict with any provision of the Articles of Incorporation, Bylaws or other Governing Documents of such Seller; and

     (ii) (A) violate in any respect any provision of Law applicable to such Seller or any of such Seller’s properties or assets; (B) except as set forth on Section 4.22(a) of the Platform Disclosure Schedules, with or without the giving of due notice or lapse of time or both, violate or conflict with, or result in a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by the terms of, any Contract, Platform License and Permit, Subservicing License and Permit, consent order or other instrument or obligation to which such Seller is a party, or by which such Seller’s assets or properties may be bound, including any formal or informal enforcement order with the FDIC or any other bank regulator, result in the imposition of any Encumbrance on any of the Assets, or cause the maturity of any material liability, obligation or debt of such Seller secured by any of the Assets to be accelerated or increased (with or without due notice or lapse of time or both), except for such violations, breaches, defaults or Encumbrances which would not reasonably be expected to materially and adversely affect the Assets; or (C) except as set forth on Section 4.22(a) of the Platform Disclosure Schedules, require

any notice to, or filing, registration, qualification or declaration with, or consent, authorization, approval, waiver, license, order, or designation from any Governmental Entity or any other Person, including the FDIC or any other bank regulator.

     (b) No Takeover Statute is applicable to this Agreement or any Platform Closing Related Agreement, or the transactions contemplated hereby or thereby.

      Section 4.23. Licenses and Permits . Sellers have obtained and maintained in full force and effect all Subservicing Licenses and Permits that are necessary in order for the Sellers to perform their obligations under the Servicing Agreements (Primary), as presently conducted. Sellers are in compliance in all material respects with all terms, conditions and requirements of all Subservicing Licenses and Permits and Platform Licenses and Permits, and no Proceeding is pending or, to the Knowledge of each Seller, threatened relating to the revocation or limitation of any Subservicing Licenses and Permits or Platform Licenses and Permits.

      Section 4.24. Litigation . Except as set forth on Section 4.24 of the Platform Disclosure Schedules, there are no investigations, governmental audits or Proceedings pending or, to the Knowledge of each Seller, threatened against any Seller or any its Affiliates or any of their respective properties, including the Collections Platform Assets, or with respect to this Agreement or any of the Platform Closing Related Agreements that has had or could reasonably be expected to have a Platform Material Adverse Effect or Subservicing Material Adverse Effect, as applicable. To the Knowledge of each Seller, no event has occurred and no circumstance exists with respect to actions or omissions of any Seller or any of its Affiliates under the Servicing Agreements (Primary) that would give rise to or serve as a basis for the commencement of such action. There are no unsatisfied judgments of any kind against any of the Collections Platform Assets, and no Seller is subject to any judgment, order, decree, rule or regulation of any court or Governmental Entity that has had or could reasonably be expected to have a Platform Material Adverse Effect or a Subservicing Material Adverse Effect. Section 4.24 of the Platform Disclosure Schedules sets forth all material investigations, governmental audits or Proceedings pending, or to the Knowledge of any Seller, threatened against IHE or any of its properties, including any class actions.

      Section 4.25. Title to the Collections Platform Assets . Sellers have good, valid and marketable title in and to, and the power and authority to sell, assign, transfer, set over, convey and deliver to Purchaser as contemplated hereby, all of the Collections Platform Assets, free and clear of all Encumbrances, except for the Permitted Encumbrances. Each of the Collections Platform Assets, to the extent it is governed by or subject to Article 9 of the UCC, is either an “account” or a “payment intangible” or an “instrument” or a “certificated security” under Article 9 of the UCC, as applicable.

      Section 4.26. Broker’s and Finder’s Fees . Except as set forth on Section 4.26 of the Platform Disclosure Schedules, no broker, finder or other Person is entitled to any commission or finder’s fee in connection with this Agreement or the transactions contemplated by this Agreement as a result of any actions or commitments of Sellers or any of their Affiliates.

      Section 4.27. Solvency . No Seller nor any of such Seller’s Affiliates is, or immediately after giving effect to the transactions contemplated by this Agreement and the

Platform Closing Related Agreements (including, but not limited to, the purchase and sale of the Collections Platform Assets) will be, “insolvent” within the meaning of section 101(32) of title 11 of the United States Code or any applicable state fraudulent conveyance or transfer Law or otherwise generally unable to meet its financial obligations as they mature. In entering into this Agreement and the Platform Closing Related Agreements and consummating the transactions contemplated herein and therein, no Seller is intending to hinder, delay or defraud any present or future creditor of such Seller.

      Section 4.28. Powers of Attorney . On and after the Servicing Transfer Date, no Seller or any of its Affiliates will have any powers of attorney or comparable delegations of authority outstanding with respect to the Whole Loans or servicing rights under the Servicing Agreement (Whole Loans) other than any powers of attorney delivered to Purchaser pursuant to this Agreement, the Servicing Closing Related Agreements, the Platform Closing Related Agreements and powers of attorney for IUBT as the owner of the Whole Loans.

      Section 4.29. Employee Benefits; Employment Matters .

     (a) The Sellers have provided to Purchaser a complete and accurate list (such list, as updated pursuant to Section 6.04 , the “ Employee List ”) of (i) each Subject Employee, and (ii) each such Subject Employee’s base compensation, incentive compensation opportunity, 2007 and 2008 bonuses, severance entitlements and current benefits.

     (b) Section 4.29 (b) of the Platform Disclosure Schedules contains a true and complete list of each Employee Benefit Plan currently maintained, sponsored in whole or in part, or contributed to by any Seller or any of its Affiliates for the benefit of any Subject Employee (collectively, the “ Seller Benefit Plans ”). The Sellers have made available to Purchaser a true, accurate and complete copy of each Seller Benefit Plan.

     (c) Purchaser will not, as a result of its purchase of the Assets or its assumption of the Assumed Liabilities, be subject to any Liability (including any termination liability) pursuant to, or arising under, Title IV of ERISA or otherwise with respect to any Seller Benefit Plan (including any multiemployer plan) maintained, sponsored, or contributed to by any Seller or any of its ERISA Affiliates or as to which any Seller or any of it Affiliates has any such liability.

     (d) Each Seller Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including but not limited to ERISA and the Code.

     (e) Each Seller Benefit Plan intended to qualify under Section 401(a) of the Code has received a determination letter from the IRS stating that it qualifies under Section 401(a) of the Code, and its trust is exempt from United States taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination letter that would, individually or in the aggregate, reasonably be expected to result in the loss of such qualification or exempt status.

     (f) Neither any Seller nor any of its Affiliates is a party to any collective bargaining agreement or other labor union contract applicable to any Subject Employee, nor does any Seller have any Knowledge of any activities or proceedings of any labor union to organize any such Subject Employees.

     (g) Each Seller and its Affiliates are in compliance, in all material respects, with all applicable Laws relating to employment and employment practices, wages, hours, overtime, and terms and conditions of employment, in each case relating to any Subject Employee.

      Section 4.30. Servicing Operations; Compliance with Law .

     (a) A true and correct copy of each Servicing Agreement (Primary) has been provided to Purchaser, and none of the Servicing Agreements (Primary) has been modified, waived or amended in any respect.

     (b) Each Seller has performed in all material respects all of its respective obligations under each Servicing Agreement (Primary) that were required to be performed by it on or prior to the Platform Closing Date.

     (c) No Servicer Default under any of the Servicing Agreements (Primary), and no material breach or default by any Seller or any of its Affiliates or, to the Knowledge of any Seller, any other Person under any Servicing Agreement (Primary) has occurred and is continuing, and no event that, with notice or the passage of time, would reasonably be expected to result in such a Servicer Default or material breach or default has occurred or is continuing.

     (d) Each report and officer’s certification prepared by Sellers pursuant to each Servicing Agreement (Primary) is true and correct in all material respects.

     (e) To each Seller’s Knowledge, each loan subject to the Servicing Agreements (Primary) was originated in compliance with all applicable Laws in all material respects.

     (f) Each Seller has at all times performed its duties under each Servicing Agreement (Primary) to which it is a party in compliance with all applicable Laws in all material respects.

     (g) The Servicing Agreements (Primary) set forth all of the provisions with respect to fees and other income and set forth all of the other terms and conditions of the Sellers’ rights and obligations relating to the loans serviced thereunder.

     (h) The Servicing Agreements (Primary) are in full force and effect, are valid, binding and enforceable agreements of the parties thereto and, upon the consummation of the transactions contemplated hereunder will be enforceable by Purchaser.

     (i) None of the other parties to the Servicing Agreements (Primary) have provided written notice to any Seller that such party will be terminating, modifying or

amending a Servicing Agreement (Primary) or otherwise seeking to terminate, modify or amend such Seller’s benefits or rights under, any of the Servicing Agreements (Primary), and no Seller has any knowledge to the contrary.

     (j) Each Seller and each of its Affiliates have conducted and are conducting the Business (as it relates to the Servicing Agreements (Primary) and the Whole Loans) in material compliance with all applicable Laws, including, without limitation, the Finance Laws and insurance Laws. Each of the representations and warranties contained in each Servicing Agreement (Primary) made by the applicable Seller party thereto was true and correct when made. There are no Proceedings pending or, to the Knowledge of each Seller, threatened alleging any violation of any such applicable Laws which would result in a Subservicing Material Adverse Effect.

      Section 4.31. Existing Lease . The Existing Lease is in full force and effect, is a legal, valid and binding obligation on the parties thereto, and there exists no default or event of default, or event or circumstance which, with the giving of notice or passage of time, or both, would constitute a default or event of default under the Existing Lease.

      Section 4.32. [Intentionally Left Blank]

      Section 4.33. Disclaimer . Except as expressly set forth in this Article IV and any representations and warranties expressly made by Sellers in the Related Agreements to which Sellers are a party, Sellers make no representation or warranty, express or implied, at Law or in equity, and any such other representations and warranties are hereby expressly disclaimed, including any implied representation or warranty as to condition, merchantability, suitability or fitness for particular purpose. Purchaser hereby acknowledges and agrees to such disclaimer and that, except as specifically set forth in this Article IV , Purchaser is purchasing the Collections Platform Assets on an “ as is, where is ” basis.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Sellers on the date hereof (the Servicing Closing Date) and the Platform Closing Date as follows:

      Section 5.01. Organization; Power . Purchaser is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority necessary to own its properties and assets and to conduct its business as it is now conducted.

      Section 5.02. Authorization and Validity of Agreement . Purchaser has all requisite limited liability company power and authority to enter into this Agreement and each of the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and, when duly executed and delivered, each of the Related Agreements to which it is a party, and the performance of the obligations of Purchaser hereunder and thereunder, have been duly authorized by all necessary limited liability company action of Purchaser, and no other limited liability company proceedings on the part of Purchaser are necessary to authorize the execution, delivery or

performance of this Agreement and each of the Related Agreements to which it is a party. This Agreement has been duly executed and delivered by Purchaser and constitutes, and each of the Related Agreements to which Purchaser is a party, when duly executed and delivered by Purchaser, will constitute, Purchaser’s valid and binding obligation, enforceable against Purchaser in accordance with their respective terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

      Section 5.03. No Conflict or Violation . The execution, delivery and performance of this Agreement and, when duly executed and delivered, each of the Related Agreements to which it is a party, by Purchaser do not and shall not (a) violate or conflict with any provision of its certificate of formation, operating agreement or other Governing Documents of Purchaser, (b) violate any applicable provision of Law by which Purchaser or any of its properties or assets is bound or (c) violate or result in a material breach of, or constitute (with due notice or lapse of time or both) a material default under, any Contract to which Purchaser is a party or by which it is bound or to which any of its properties or assets is subject.

      Section 5.04. Approvals and Consents . The execution, delivery and performance by Purchaser of this Agreement and each of the Related Agreements to which it is a party do not require Purchaser to obtain the consent or approval of, or to make any filing with, any Governmental Entity or any other Person except (a) as listed on Section 5.04 of the Servicing Disclosure Schedules (which information shall be provided by Purchaser to Sellers), and (b) such consents, approvals and filings, the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the rights of Sellers hereunder or the ability of Purchaser to perform its obligations hereunder.

      Section 5.05. Broker’s and Finder’s Fees . No broker, finder or other Person is entitled to any commission or finder’s fee in connection with this Agreement or the transactions contemplated by this Agreement as a result of any actions or commitments of Purchaser or its Affiliates.

      Section 5.06. Sufficient Funds to Close . At the applicable Closing or when otherwise due, Purchaser shall have the financial capability to consummate the transactions contemplated by this Agreement, and Purchaser understands that under the terms of this Agreement, except as set forth herein or in any of the Related Agreements, its obligations hereunder are not in any way contingent, or otherwise subject to (a) the consummation of any financing arrangements or obtaining any financing or (b) the availability of any financing.

      Section 5.07. Due Diligence Investigation . Purchaser acknowledges that it is a sophisticated institutional investor with knowledge of and experience in assets of a type similar to the Assets and it has had the opportunity to conduct its due diligence investigation with respect to the transactions contemplated by this Agreement. Purchaser acknowledges that it has had full access to the electronic data room prepared by Seller in connection with the transactions contemplated by this Agreement.

      Section 5.08. Disclaimer . Except as expressly set forth in this Article V and any representations and warranties expressly made by Purchaser in the Related Agreements to which

it is a party, Purchaser makes no representation or warranty, express or implied, at Law or in equity, and any such other representations and warranties are hereby expressly disclaimed. Sellers hereby acknowledge and agree to such disclaimer.

ARTICLE VI
ADDITIONAL COVENANTS

      Section 6.01. Access; Cooperation . Each Seller shall cooperate in good faith and provide all information Purchaser reasonably requests in order to complete the transactions contemplated by this Agreement. Between the date hereof and the Platform Closing Date, each Seller shall (a) provide Purchaser, its Affiliates, and their respective Personnel, accountants, legal counsel and representatives (collectively, the “ Purchaser Group ”) the right, upon reasonable advance written notice, during normal business hours, to access the books and records (including all electronic files in whatever medium or form), and to make copies thereof, and to enter upon its offices in order to inspect its records and business operations relating to the Collections Platform Assets, and (b) furnish to Purchaser such additional information concerning the Collections Platform Assets as shall be reasonably requested; provided , however , that such rights of access are to be exercised in a manner that does not unreasonably interfere with the operations of such Seller. The Purchaser Group shall hold any information it receives pursuant to this Section 6.01 as confidential and acknowledges and agrees not to use any such information except in connection with the transactions contemplated by this Agreement, and if the transactions contemplated by the Platform Closing are not consummated as a result of the termination of this Agreement pursuant to Article IX or for any reason whatsoever, the Purchaser Group shall immediately return all such information (and all copies thereof in any format) to Sellers.

      Section 6.02. Updates to Disclosure Schedules . Sellers shall deliver to Purchaser, as soon as practicable after discovery thereof, but not later than one (1) Business Day prior to the Platform Closing Date, written notice of supplemental information (other than historical financial statements of Sellers) updating the information set forth in the representations and warranties of Sellers set forth in Sections 4.20 — 4.33 , inclusive, of Article IV of this Agreement (the “ Disclosure Schedule Updates ”). No Disclosure Schedule Updates delivered to Purchaser pursuant to this Section 6.02 shall have the effect of (a) modifying in any respect any of the representations, warranties, covenants or agreements made by the Sellers under this Agreement or (b) curing in any respect any breach by any Seller of its representations, warranties, covenants or agreements under this Agreement.

      Section 6.03. Additional Notices and Covenants . Between the date hereof and the Platform Closing Date, each party shall give all notices to any Governmental Entities and other third parties and take such other action required to be given or taken by it in connection with the transactions contemplated by the Platform Closing.

      Section 6.04. Employment Matters .

     (a) Sellers shall deliver an updated Employee List to Purchaser in the event that (i) the employment with IHE of any Subject Employee is terminated, or (ii) any individual who is not listed on the Employee List becomes a Subject Employee. Prior to the Platform Closing, Purchaser may, at its sole discretion, extend offers of employment

to all or any portion of the Subject Employees; provided , however , that notwithstanding the foregoing, Purchaser hereby agrees to extend offers of employment to at least twenty-five (25) of the Subject Employees effective as of the Platform Closing. All offers of employment to be made by Purchaser pursuant to this Section 6.04(a) shall be made contingent upon and effective as of the Platform Closing. The individuals who accept such offers of employment from Purchaser are hereafter collectively referred to as the “ Transferred Employees .” To the extent requested by Purchaser, Sellers shall provide Purchaser with reasonable access to each Subject Employee listed on the Employee List between the date hereof and the Platform Closing Date, and neither IUBT or IHE nor any of their Affiliates shall directly or indirectly interfere with any attempt by Purchaser to make an offer of employment to any such Subject Employee or otherwise take any action which might reasonably be expected to cause such Subject Employee to disfavor or decline any such offer of employment. The terms of the Transferred Employees’ employment shall be upon such terms and conditions as Purchaser, in its sole discretion, shall determine. Except as described in the next sentence of this Section 6.04(a) , the employment of each Transferred Employee with Sellers shall be terminated, and the employment of each such Transferred Employee with Purchaser shall commence, immediately upon the Platform Closing Date. In the case of any employee who is absent from active employment and receiving workers’ compensation benefits or any such individual on short term disability or approved leave of absence, and who accepts Purchaser’s offer of employment prior to the Platform Closing, the employment of such individual with Purchaser shall commence upon the date of his or her return to active work, and such employee shall become a Transferred Employee as of such date. In the event that the employment of any Transferred Employee with the Purchaser is terminated by the Purchaser without cause (other than on account of death or disability) within one (1) year following the Platform Closing Date, Purchaser shall provide such Transferred Employee with an amount at least equal to the cash severance that would have been paid to such Transferred Employee by the Sellers had such termination occurred immediately prior to the Platform Closing Date.

     (b) Where applicable, Purchaser agrees to credit each Transferred Employee for his or her years of service with any Seller and its Affiliates before the Platform Closing Date for all purposes under each employee benefit plan to be provided by Purchaser to such Transferred Employee, to the same extent such service was recognized under a similar plan of either Seller or its Affiliates immediately prior to the Platform Closing Date, except where such service credit would result in a duplication of accrual of benefits. For purposes of this Section 6.04(b) , “employee benefit plans” means any defined contribution pension plans (i.e., 401(k) savings plan), health insurance benefits (medical and dental), disability benefits, severance benefits, personal time-off and vacation, but explicitly excludes any defined benefit pension plans and any post- retirement welfare benefits plans and arrangements. Section 6.04(b) of the Platform Disclosure Schedules sets forth the years of service credited under each Seller Benefit Plan to each Subject Employee. For the avoidance of doubt, Sellers shall remain Liable for the payments of any accrued but unused vacation days not taken by a Transferred Employee prior to the Platform Closing Date and, shall, promptly following the Platform Closing Date, pay to each Transferred Employee all wages, salaries, bonuses (if any) and

other compensation accrued prior to the Platform Closing Date with respect to service completed prior to the Platform Closing Date.

      Section 6.05. Conduct of Servicing Business . Except as otherwise required or permitted hereunder, Sellers jointly and severally covenant and agree with Purchaser that, during the period beginning on the date hereof and ending on the Servicing Transfer Date, unless Sellers obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), each Seller shall diligently conduct that portion of the Business that is applicable to the Servicing Agreements (Primary) in substantially the same manner in which it is conducted on the date hereof, including, without limitation, consistently with practices no less stringent than Sellers’ current collection and servicing criteria and other written policies and otherwise in accordance with commercially reasonable and prudent servicing, underwriting and collection practices and shall use commercially reasonable efforts to preserve the present business organization applicable to the Servicing Agreements (Primary).

      Section 6.06. Negative Covenants of Sellers.

     (a) Unless such Seller obtains the prior written consent of Purchaser, each Seller shall not and shall cause its Affiliates not to do any of the following during the period beginning on the date hereof and ending on the Platform Closing Date:

     (i) amend its Articles of Incorporation or Bylaws in any manner that would adversely affect its ability to consummate the transactions contemplated by the Platform Closing, including entry into the Platform Closing Related Agreements;

     (ii) permit its corporate existence or any Platform License and Permit to be suspended, lapsed,