AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

EXECUTION

Exhibit 2.5

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

DATED AS OF JULY 31, 2008

AMONG

ROOSEVELT MANAGEMENT COMPANY LLC,

NAVIGATOR MORTGAGE LOAN TRUST 2008,

WELLS FARGO BANK, N.A.

AND

IRWIN UNION BANK AND TRUST COMPANY

Table of Contents

261363 NMLT 2008
Whole Loan Asset Purchase Agreement

Table of Contents

Table of Contents

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

     THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (“ Agreement ”), dated as of July 31, 2008 is made and entered into among Roosevelt Management Company LLC, a Delaware limited liability company (“ Roosevelt ”), in its entity capacity and as series administrator (in such capacity, the “ Series Administrator ”) and as purchaser of the Trust Notes (as defined herein) (in such capacity, the “ Note Purchaser ”), Navigator Mortgage Loan Trust 2008, a Delaware statutory trust (the “ Trust ”), as asset purchaser (in such capacity, the “ Asset Purchaser ”), Wells Fargo Bank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”) and as custodian (in such capacity, the “ Custodian ”), and Irwin Union Bank and Trust Company, an Indiana state chartered bank (“ Seller ”).

WITNESSETH :

      WHEREAS , Roosevelt and the Seller have previously entered into an asset purchase agreement dated as of July 18, 2008 (the “ Original Agreement ”);

      WHEREAS , Roosevelt, the Seller, TPG-Axon Capital Management, LP, Irwin Home Equity Corporation and Irwin Financial Corporation have entered into a letter agreement, dated July 24, 2008, whereby such parties desire to amend and restate that Original Agreement and have agreed upon certain other related matters (the “ July 24 Agreement ”);

      WHEREAS , Roosevelt and the Seller, as the sole parties under the Original Agreement, hereby agree that this Agreement supersedes the Original Agreement in all respects, and that the Original Agreement shall be of no further force and effect;

      WHEREAS , the Trust is a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) created and governed by a trust agreement dated as of July 31, 2008 (the “ Trust Agreement ”), between the Seller, and Wells Fargo Delaware Trust Company, as owner trustee (the “ Owner Trustee ”);

      WHEREAS , the Trust will issue Navigator Mortgage Loan Trust 2008, Series 2008-1, Series 2008-2 and Series 2008-3 Notes (collectively, the “ Trust Notes ”) and Navigator Mortgage Loan Trust 2008, Series 2008-1, Series 2008-2 and Series 2008-3 Certificates (collectively, the “ Trust Certificates ” and, together with the Trust Notes, the “ Securities ”);

      WHEREAS , the Trust Notes will be issued pursuant to a master indenture dated as of July 31, 2008, (the “ Master Indenture ”), between the Trust and the Indenture Trustee, as supplemented by (i) that certain indenture supplement dated July 31, 2008 relating to Series 2008-1 (together with the Master Indenture, the “ 2008-1 Indenture ”), (ii) that certain indenture supplement dated July 31, 2008 relating to Series 2008-2 (together with the Master Indenture, the “ 2008-2 Indenture ”), and (iii) that certain indenture supplement dated July 31, 2008 relating to Series 2008-3 (together with the Master Indenture, the “ 2008-3 Indenture ” and, together with the 2008-1 Indenture and the 2008-2 Indenture, each an “ Indenture ”), each among the Trust, the Owner Trustee with respect to the related Series and the Indenture Trustee;

      WHEREAS , the Trust Certificates will be issued pursuant to the Trust Agreement as supplemented by (i) that certain trust supplement dated as of July 31, 2008 relating to Series

2008-1 (the “ 2008-1 Trust Supplement ”), (ii) that certain trust supplement dated as of July 31, 2008 relating to Series 2008-2 (the “ 2008-2 Trust Supplement ”), and (iii) that certain trust supplement dated as of July 31, 2008 relating to Series 2008-3 (the “ 2008-3 Trust Supplement ” together with the 2008-1 Trust Supplement and the 2008-2 Trust Supplement, each a “ Trust Supplement ”), each between the Trust and the Owner Trustee with respect to the related Series, such Trust Certificates representing a beneficial ownership interest in the related Series;

      WHEREAS , the Trust has entered into certain agreements in connection with the issuance of the Securities, including (a) an administration and servicing agreement dated as of July 31, 2008 (the “ Administration and Servicing Agreement ”), among the Trust, the Seller, Irwin Home Equity Corporation, as servicer (the “ Servicer ”), the Series Administrator, the Indenture Trustee and the Custodian; (b) the Indentures; (c) the Trust Agreement, and (d) the Trust Supplements (the Administration and Servicing Agreement, the Indentures, the Trust Agreement and the Trust Supplements being hereinafter referred to, collectively, as the “ Securitization-Related Agreements ”);

      WHEREAS , the Trust desires to have the Series Administrator perform certain of the duties of each Issuer under the Securitization-Related Agreements, and to provide such additional services consistent with the terms of this Agreement and the Securitization-Related Agreements as the Trust may from time to time request;

      WHEREAS , the Seller is engaged in the business of originating and purchasing first and second lien mortgages and home equity loans and lines of credit through its retail, wholesale, direct lending and correspondent divisions (the “ Business ”);

      WHEREAS , the Asset Purchaser desires to purchase from Seller, and Seller desires to sell to the Asset Purchaser, the Assets (as hereinafter defined), subject to the Asset Purchaser’s assumption of certain liabilities, upon the terms and subject to the conditions set forth in this Agreement;

      WHEREAS , the Seller desires to sell all of its right, title and interest in and to the Trust Notes to the Note Purchaser pursuant to a Note Purchase Agreement between the Seller and the Note Purchaser dated August 7, 2008 (the “ Note Purchase Agreement ”), upon the terms and conditions set forth in this Agreement and the Note Purchase Agreement; and

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

      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 AND ASSUMPTION OF THE ASSUMED
LIABILITIES

      Section 1.01. Purchase and Sale of Assets . In consideration of the Trust’s issuance of the Trust Certificates to the Seller and the Trust’s issuance of the Trust Notes to the Note Purchaser (as Seller’s assignee), and of the Trust’s assumption of certain liabilities pursuant to Section 1.02 , and in consideration of Roosevelt’s agreements in this Agreement and in the Related Agreements, the Seller shall, at the Closing, transfer, assign, set over and otherwise convey to the Trust, as the Asset Purchaser (and the Asset Purchaser shall, at the Closing, accept), without recourse (except to the extent specified herein), free and clear of all Encumbrances, other than Permitted Encumbrances, all right, title and interest of the Seller in, to and under the following assets of the Seller (collectively, the “ Assets ”):

          (i) the Portfolio;

          (ii) all Servicing Rights with respect to the Portfolio;

          (iii) all Corporate Advances relating to the Loans within the Portfolio; and

          (iv) all Files and Records relating to any Asset, copies of which may be retained by Seller to the extent required by Law.

      Section 1.02. Assumption of Assumed Liabilities . 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 Closing, the Trust shall assume and agree to discharge only the following Liabilities of Seller (collectively, the “ Assumed Liabilities ”):

          (a) all Liabilities of Seller under any of the Loans, including all obligations to fund Draw Advances made on or after the Closing Date under any of the Loans, to the extent arising on or after the Closing Date, and attributable to actions, omissions, facts, events, conditions, situations or sets of circumstances to the extent occurring on or following, the Closing Date; and

          (b) all Liabilities of Seller relating to any of the Assets to the extent arising on or after, and attributable to actions, omissions, facts, events, conditions, situations or sets of circumstances to the extent occurring on or following, the Closing Date.

All other Liabilities of Seller shall not be assumed by the Trust and shall remain the sole and exclusive responsibility of Seller. The Trust expressly disclaims any assumption of, and this Agreement does not purport to assign, any Liabilities whether or not related to or arising out of the Business or the Assets, whether arising before, on or after the Closing Date, other than such Assumed Liabilities. For the avoidance of doubt, notwithstanding anything to the contrary, Assumed Liabilities shall not include any Liabilities to the extent arising out of or related to

actions, omissions, facts, events, conditions, situations or sets of circumstances that occurred prior to the Closing Date.

      Section 1.03. Purchase Price .

          (a) In consideration of the sale by the Seller to Roosevelt, as Note Purchaser, of the Trust Notes pursuant to the Note Purchase Agreement, Roosevelt shall pay the Seller, at the times specified by this Agreement, a cash purchase price (the “ Purchase Price ”) which shall be the aggregate of:

          (i) subject to adjustment to such percentage pursuant to Section 1.04 , an amount equal to 35.31% of the aggregate Stated Principal Balance as of the close of business on the day immediately preceding the Closing Date of the Loans within the Portfolio, regardless of whether or not such Loans as of such time and day are Current Loans; provided, however , that the percentage stated in this Section 1.03(a)(i) shall be 6.31% with respect to any Loan that is (A) as of the Cut-off Date, a Payment Status Unknown Loan and (B) not eligible for reclassification (as a result of payments made after the Cut-off Date with respect to such Payment Status Unknown Loan) as a Current Loan pursuant to the reclassification provisions of Section 1.04(c); plus

          (ii) an amount equal to all Accrued Interest as of the close of business on the day immediately preceding the Closing Date (up to a maximum of 30 days) with respect to the Loans within the Portfolio that are Current Loans as of the close of business on the day immediately preceding the Closing Date; plus

          (iii) an amount equal to all Corporate Advances as of the close of business on the day immediately preceding the Closing Date with respect to the Loans in the Portfolio that are Current Loans as of the close of business on the day immediately preceding the Closing Date and that are contractually and legally recoverable in accordance with the standards set forth in the definition of the term Corporate Advances under Article X (the “ Advances Reimbursement Amount ”); minus

          (iv) the Holdback Amount.

          (b) The Purchase Price ( less the Escrowed Amount), as computed on an estimated basis in accord with the Seller’s Closing Statement delivered pursuant to Section 1.04(a) , shall be paid at Closing by wire transfer of immediately available funds to Seller’s account (designated in writing by Seller at least two (2) Business Days prior to the Closing Date). The portion of the Purchase Price, as computed on an estimated basis in accord with the Seller’s Closing Statement delivered pursuant to Section 1.04(a) , that is allocable to all Document Defective Loans (the “ Escrowed Amount ”) shall be paid by the Note Purchaser at Closing by wire transfer of immediately available funds to the Escrow Account. The Purchase Price (including the Escrowed Amount) will be determined following Closing and settled on a final basis pursuant to the procedures of Section 1.04 .

In the event that (i) the transactions contemplated by the Asset Purchase Agreement, dated as of the 18th day of July, 2008, between Roosevelt, Irwin Union Bank and Trust Company and Irwin Home Equity Corporation, relating to the sale of certain securitization assets and servicing rights (the “ Residuals Purchase Agreement ”), are rescinded pursuant to Section 7.06(d)(i) or (iv) of the Residuals Purchase Agreement, and (ii) the Closing has not yet occurred, the Purchase Price shall be reduced by Two Million Dollars ($2,000,000).

      Section 1.04. Calculations of Purchase Price .

          (a) At least two (2) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser, a statement, together with supporting documentation in sufficient detail reasonably acceptable to the Indenture Trustee, the Owner Trustee on behalf of the Trust and the Series Administrator (the “ Seller’s Closing Statement ”), which shall set forth Seller’s good faith estimate of the trial balances (allocating such trial balances among those Loans that are (I) then Current Loans, (II) those Loans that are Payment Status Unknown Loans and (III) those Loans that are neither Current Loans nor Payment Status Unknown Loans) with respect to the Loans within the Portfolio, as of the Cut-Off Date, of (i) the Estimated Corporate Advances (generated through its servicing system), (ii) the Estimated Stated Principal Balance, and (iii) the Estimated Accrued Interest (collectively and in the aggregate, the “ Estimated Trial Balances ”), respectively. The Seller’s Closing Statement shall allocate the Estimated Trial Balances between those Loans that are Document Defective Loans as of the balance date and those Loans that are not Document Defective Loans as of the balance date. Solely for purposes of computing the Seller’s Closing Statement and hence the amounts of the Purchase Price and Escrowed Amount payable at Closing (and subject to possible reclassification as Current Loans as part of determining the final related Purchase Price pursuant to Section 1.04(c) ), Loans that have a due date for their related monthly payment during the time period between July 2, 2008 and July 15, 2008, inclusive, but which are not otherwise past due as of the Cut-off Date for any payment of principal or interest, shall not be deemed to be Current Loans for purposes of the Seller’s Closing Statement as of the Cut-off Date, but instead shall be deemed to be “ Payment Status Unknown Loans .” Further, for purposes of the Seller’s Closing Statement, only (x) the reduced percentage of the Estimated Stated Principal Balances applicable to the Payment Status Unknown Loans that are not ultimately eligible for reclassification as Current Loans pursuant to Section 1.04(c) shall be included with respect to the Payment Status Unknown Loans, and (y) eighty percent (80%) of the Estimated Corporate Advances related to each of the Current Loans shall be included as respective amounts payable at Closing, and the final respective amounts for Loans payable in respect of reclassified Payment Status Unknown Loans and in respect of Accrued Interest and Corporate Advances shall be determined and settled in connection with the Seller’s Determination to be prepared pursuant to Section 1.04(c) .

          (b) Within three (3) Business Days following the Closing Date, Seller shall prepare and deliver to the Indenture Trustee, the Owner Trustee on behalf of the Trust,

the Series Administrator and the Note Purchaser trial balances (the “ Final Trial Balances ”) of Seller updating the balance figures included within the related Estimated Trial Balances, with respect to each of the Loans, through the close of business on the calendar day before the Closing Date, together with supporting documentation in sufficient detail reasonably acceptable to the Indenture Trustee, the Owner Trustee on behalf of the Trust and the Series Administrator supporting the applicable Final Trial Balances. The Final Trial Balances shall each allocate balance figures between those Loans that are Document Defective Loans as of the balance date and those Loans that are not Document Defective Loans as of the balance date. With respect to the Loans, the Series Administrator and the Seller shall work together in good faith between the date of the delivery by Seller of the Final Trial Balance related to the Loans and the date that is thirty (30) calendar days after the Closing Date in order to determine which, if any, Corporate Advances related to the Loans are not deemed contractually and legally recoverable in accordance with the standards set forth in the definition of that term under ARTICLE X .

          (c) Within thirty days (30) days following the Closing Date, Seller shall prepare and deliver to the Indenture Trustee, the Owner Trustee on behalf of the Trust, and the Series Administrator a statement together with supporting documentation in sufficient detail reasonably acceptable to the Indenture Trustee, the Owner Trustee on behalf of the Trust and the Series Administrator, showing Seller’s determination of the final Purchase Price (the “ Seller’s Determination ”). The Seller’s Determination shall be based upon the Final Trial Balances, as adjusted to reflect any reclassifications of Payment Status Unknown Loans that Seller may properly make pursuant to this Subsection. The Seller’s Determination shall allocate the Purchase Price both to Loans that are Document Defective Loans as of the date of the related Final Trial Balances and those Loans that are not Document Defective Loans as of the date of the Final Trial Balances. The Seller’s Determination shall also reflect any additional applicable Purchase Price owed to Seller due to reclassification of Payment Status Unknown Loans to Current Loans status as a result of the Seller’s receipt following the Cut-Off Date of payments of principal and interest on such Payment Status Unknown Loans. The Seller may reclassify a Payment Status Unknown Loan as a Current Loan as of the close of business on the day immediately preceding the Closing Date for purposes of the Seller’s Determination if (i) the only reason the Loan was deemed to be a Payment Status Unknown Loan for purposes of the Seller’s Closing Statement was the rule expressed in the next to the last sentence of Section 1.04(a) , and (ii) full payment of principal and interest on any installment payment with respect to such Payment Status Unknown Loan that first became due as of any date during the period between July 2, 2008, and July 15, 2008, inclusive, is made, before the due date of the next installment, after the Cut-off Date. Payment Status Unknown Loans eligible for such reclassification will be deemed Current Loans for final related Purchase Price purposes, including the purposes of (i) the payment by the Note Purchaser of the highest percentage of Stated Principal Balance specified by Section 1.03(a)(i), (ii) the payment by the Note Purchaser at 100% for any Corporate Advances with respect to such Loans, and (iii) the Note Purchaser’s obligation to pay the Seller for Accrued Interest (up to the maximum amount specified by Section 1.03(a)(ii)) on the Loans through the close of business on the day immediately prior to

the Closing Date. Loans, that as of the Cut-off Date are due only for an installment that came due on or after July 16, 2008 shall be deemed to be Current Loans both for purposes of the Seller’s Closing Statement and for purposes of the Seller’s Determination, regardless of whether the payment of that installment is in fact made before the due date of the next installment.

          (d) As promptly as practicable, but in no event later than five (5) calendar days after receipt of the Seller’s Determination, the Series Administrator shall notify Seller in writing whether it accepts or disputes its accuracy with respect to the Loans. During such five (5) day period, the Series Administrator and its representatives shall be provided with such access to all Files and Records of Seller as they may reasonably request to respond to the Seller’s Determination. If the Series Administrator accepts the calculation of the Seller’s Determination, or if the Series Administrator fails within such five (5) day period to notify the Seller of any dispute with respect thereto, the calculation of each proposed final Purchase Price (including the amounts payable with respect to Payment Status Unknown Loans and reclassified Payment Status Unknown Loans, and Corporate Advances and Accrued Interest related to the Loans), determined in accordance with the Seller’s Determination, shall (subject only to potential further adjustment solely on account of subsequent purchase determinations during the Document Recovery Period described by Section 1.04(h) ) be deemed final and conclusive and binding upon all parties.

          (e) If the Series Administrator disputes the calculation of the final Purchase Price, or any other element of the Seller’s Determination, the Series Administrator shall give timely written notice to the Seller no later than five (5) calendar days following the receipt of the Seller’s Determination (the “ Dispute Notice ”), which Dispute Notice shall specify the reasons for such disagreement, the amounts of any adjustments that are necessary in the Series Administrator’s good faith judgment and the basis for the Series Administrator’s suggested adjustments. If the Seller and the Series Administrator are unable to resolve the disputed matters outstanding within a thirty (30) day period following delivery of a Dispute Notice, all disputed matters shall be resolved as provided in Section 12.11 . In the event a Dispute Notice is delivered, then, not later than three business days after delivery of the Dispute Notice, the appropriate party (the Seller or the Note Purchaser, as the case may be) shall pay to the other party or to the Escrow Agent by wire transfer of immediately available funds such amount that is then payable under this Section 1.04 as an adjustment to the Purchase Price as to which there is no dispute expressed by the Dispute Notice.

          (f) Payment by the Note Purchaser . In the event that the Purchase Price (as finally determined in accordance with this Section 1.04 ) with respect to any Loan within the Portfolio is greater than the amount paid at Closing by the Note Purchaser (to Seller or to the Escrow Agent, as the case may be) with respect to such Loan pursuant to Section 1.03 (plus or minus any adjusting payments previously received or made by Seller or the Escrow Agent, as the case may be, pursuant to this Section 1.04 ), then the Note Purchaser shall pay an amount allocable with respect to each such Loan, (A) in the case of each Loan that is not a Document Defective Loan as of the date of the Seller’s

Determination, to the Seller an amount equal to the difference within five (5) calendar days after the determination of the amount thereof by wire transfer of immediately available funds to an account designated in writing by Seller and (B) in the case of each Loan that is a Document Defective Loan, to the Escrow Agent, an amount equal to the difference within five (5) calendar days after the determination of the amount thereof by wire transfer of immediately available funds to the Escrow Account.

          (g) Payment by Seller . In the event that the Purchase Price (as finally determined in accordance with this Section 1.04 ) with respect to any Loan within the Portfolio is less than the amount paid at Closing by the Note Purchaser (to the Seller or the Escrow Agent, as the case may be) with respect to such Loan pursuant to Section 1.03 (plus or minus any adjusting payments previously received or made by the Seller or the Escrow Agent, as the case may be, pursuant to this Section 1.04 ), then, (i) in the case of each Loan that is not a Document Defective Loan as of the date of the Seller’s Determination, the Seller shall pay to the Note Purchaser an amount equal to the difference within five (5) calendar days after the determination of the amount thereof by wire transfer of immediately available funds to an account designated in writing by the Note Purchaser and (ii) in the case of each Loan that is a Document Defective Loan as of the date of the Seller’s Determination, the Seller shall direct that the Escrow Agent pay to the Note Purchaser an amount equal to the difference within five (5) calendar days after the determination of the amount thereof by wire transfer of immediately available funds from the Escrow Account.

          (h) Escrowed Amounts . During the period following the Closing Date and ending ninety days (90) days following the Closing Date (the “ Document Recovery Period ”), each of the Seller, the Series Administrator and the Note Purchaser shall in good faith attempt to resolve all issues with respect to the purchase under this Agreement of all Document Defective Loans that were deemed to have been conditionally accepted for purchase at Closing pursuant to Section 3.02(a) on account of Missing Material Loan Documents. At the end of the Document Recovery Period:

          (i) for each Document Defective Loan with respect to which any Missing Material Loan Document shall not have been delivered to the Custodian on behalf of the Trust (or its designee) to its reasonable satisfaction, such Document Defective Loan shall be deemed not to have been purchased by the Trust, and (A) any Purchase Price (without interest) allocable to such Document Defective Loan that is on deposit in the Escrow Account shall, promptly following the termination of the Document Recovery Period and pursuant to the Escrow Agreement, be paid to the Indenture Trustee on behalf of the Noteholders, from the Escrow Account and (B) any amounts actually collected by (or on behalf of) the Trust with respect to such Document Defective Loan during the period between the Closing Date and the end of the Document Recovery Period (to the extent not previously returned to Seller) shall be paid by the Trust to the Seller; and

          (ii) for each Document Defective Loan with respect to which each Missing Material Loan Document shall have been delivered to the Custodian on behalf of the

Trust to its reasonable satisfaction, such Document Defective Loan shall be deemed to have been purchased by the Trust, and any Purchase Price (without interest) allocable to such Document Defective Loan that is on deposit in the Escrow Account shall, promptly following the termination of the Document Recovery Period and pursuant to the Escrow Agreement, be paid to the Seller from the Escrow Account.

Document Defective Loans that are purchased as a result of this Section 1.04(h) shall be deemed for all purposes under this Agreement as if they had been purchased at Closing, while Document Defective Loans that ultimately are not purchased as a result of the conclusion of the Document Recovery Period due to failed delivery of all Missing Material Loan Documents shall be deemed never to have been purchased by the Trust under this Agreement.

      Section 1.05. “As Is Where Is” Transaction . Each of the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser hereby acknowledges and agrees that, except as expressly set forth in this Agreement, the Seller makes no other 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, Seller hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Assets. Each of the Series Administrator and the Note Purchaser further acknowledges that such party has conducted an independent inspection and investigation of the condition of all portions of the related Assets and all other matters relating to or affecting any of the Assets as the Series Administrator and the Note Purchaser, as applicable, deemed necessary or appropriate and that in proceeding with its acquisition of the related Assets, and that the Series Administrator and the Note Purchaser are doing so based solely upon such independent inspections and investigations and the provisions of this Agreement. Accordingly, except as expressly set forth in this Agreement, each of the Indenture Trustee, the Custodian, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser will accept the related Assets on the Closing Date “AS IS” and “WHERE IS”.

      Section 1.06. MERS Loans; Recording Fees. With respect to each Loan as to which the related Security Documents, or an assignment, have been recorded in the name of Mortgage Electronic Registration Systems, Inc. (“ MERS ”), as agent for the holder from time to time of the related Note (each, a “ MERS Loan ”), the Seller shall, at the Seller’s expense, take such actions as are necessary to cause the Indenture Trustee for the benefit of the Securityholders to be clearly identified as the owner and holder of each such MERS Loan on the records of MERS for the purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS, and shall provide to the Indenture Trustee and the Series Administrator a report from MERS reflecting the Indenture Trustee for the benefit of the Securityholders as the “Investor” on the MERS system with respect to each MERS designated Loan and no Person as “interim funder” for each MERS designated Loan. The Indenture Trustee shall have no obligation to monitor MERS.

     In addition, the Seller shall be responsible for preparing, executing and recording any Assignments of Mortgage. All recording fees and other costs associated with the preparation and recording of Assignments of Mortgage and quitclaim deeds, and other relevant documents with

respect to transfers to the Indenture Trustee for the benefit of the Securityholders, will be borne by the Seller, in the event recordation is either necessary under applicable law or is requested by the Indenture Trustee at its sole option in the case of Loans that are not registered on MERS.

ARTICLE II
CLOSING

      Section 2.01. Closing Date . The closing of the transactions contemplated by this Agreement and by the Note Purchase Agreement (the “ Closing ”) shall take place simultaneously at the offices of Ice Miller LLP, at One American Square, Indianapolis, Indiana and at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New York at 10:00 a.m. Eastern Daylight Time no later than the second Business Day following the satisfaction or waiver by Seller of the conditions set forth in Section 3.01 and the satisfaction or waiver by Purchaser of the conditions set forth in Section 3.02 or at such other place and time, or on such other date, as may be mutually agreed to by the parties hereto (the “ Closing Date ”). The parties agree to use their best efforts to cause the Closing Date to occur no later than August 7, 2008. Subject to the provisions of ARTICLE VIII , failure to consummate the transactions contemplated by this Agreement on the date and time and at the place determined pursuant to this Section 2.01 shall not result in the termination of this Agreement and shall not relieve any party of any obligation under this Agreement. In such a situation, the Closing shall occur as soon as practicable, subject to ARTICLE VIII . 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 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 Seller . Subject to fulfillment or waiver of the conditions set forth in Section 3.01 , at the Closing, Seller shall deliver possession of all of the Assets to the Trust, and shall deliver (or cause to be delivered) to the Indenture Trustee and Roosevelt (with respect to the items listed in Section 2.02(a) and (c), and also with respect to Sections 2.02(b)(i) and (viii)) and to the Custodian (with respect to the items listed in Section 2.02(b)(ii) through (viii)) originals or copies, if specified, of the following:

          (a) With respect to the Seller:

          (i) counterparts of all Related Agreements to which Seller is a party and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to this Agreement or any of the Related Agreements to which Seller is a party, executed by Seller;

          (ii) a Certificate of Existence of Seller issued by the Secretary of State of the State of Indiana, dated within five (5) calendar days of the Closing;

          (iii) copies of each material consent, waiver, authorization and approval listed on Section 4.03(b) of the Disclosure Schedules;

          (iv) copies of resolutions adopted by the Board of Directors of Seller authorizing and approving the execution and delivery of this Agreement and the Related Agreements to which Seller 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 Seller;

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

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

          (b) With respect to the Assets:

          (i) evidence of the releases of all Encumbrances on the Assets, other than Permitted Encumbrances, each in form and substance reasonably satisfactory to the Indenture Trustee and the Series Administrator;

          (ii) a duly executed Assignment of Mortgage with respect to each Loan; provided that , to the extent that the subject Loan is a MERS Loan, then Seller shall not be obligated to deliver an Assignment of Mortgage; and provided further , that Seller shall take all necessary action to cause the Indenture Trustee for the benefit of the Securityholders to be identified as the owner and holder of the related MERS Loan as required by Section 1.06 of this Agreement;

          (iii) each original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank or in the following form: “Pay to the order of Wells Fargo Bank, N.A., as Indenture Trustee for Navigator Mortgage Loan Trust 2008, without recourse” (in the event Seller does not have the original of any Mortgage Note in its possession, Seller shall deliver to the Indenture Trustee a certified copy of such Mortgage Note (endorsed or accompanied by an allonge as provided above) together with a lost note affidavit with industry-standard indemnification);

          (iv) each original Mortgage, with evidence of recording thereon, or, if unavailable, documentation reflecting the tender of such original Mortgage for recording;

          (v) the original or a copy (either in written or electronic form) of each other Loan Document;

          (vi) each Title Insurance Policy in the possession of Seller;

          (vii) with respect to Loans that were purchased by the Seller from third parties, documents of the types described by paragraphs (ii) through (v) of this Section 2.02(b) (and in addition to the foregoing, solely with respect to first lien Loans that

were both intended to be originated as first lien Loans and were in fact originated as first lien Loans, the documents described in (vi) of this Section 2.02(b) ) that are in the reasonable judgment of Series Administrator and the Indenture Trustee necessary to establish that Seller has good and marketable title thereto with full right to transfer and sell such Loan to the Indenture Trustee on behalf of the Securityholders free and clear of any Encumbrance, other than Permitted Encumbrances;

          (viii) such other documents as the Indenture Trustee, the Series Administrator or the Note Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement or any of the Related Agreements.

          (c) With respect to Irwin Home Equity Corporation (“ IHE ”):

          (i) Certificate of Existence of IHE issued by the Secretary of State of the State of Indiana, dated within five (5) calendar days of the Closing; and

          (ii) the Administration and Servicing Agreement, executed by IHE, and counterparts of all agreements, documents and instruments required to be delivered by IHE at Closing pursuant to the Administration and Servicing Agreement, executed by IHE.

      Section 2.03. Deliveries by Roosevelt . Subject to fulfillment or waiver of the conditions set forth in Section 3.02, at the Closing, Roosevelt, in its capacity as the Note Purchaser or the Series Administrator, shall deliver (or cause to be delivered) to the Seller (or to IHE, as appropriate) originals, or copies if specified, of the following agreements, documents and other items:

          (a) The portion of the Purchase Price that is payable at Closing as provided in Section 1.03;

          (b) counterparts of each of the Related Agreements to which it is a party and counterparts of all agreements, documents and instruments required to be delivered by the Note Purchaser and the Series Administrator pursuant to this Agreement or any of the Related Agreements to which the Note Purchaser and the Series Administrator is a party, duly executed;

          (c) copies of each material consent, waiver, authorization and approval listed in Section 5.04 of the Disclosure Schedules;

          (d) a copy of consent of its members authorizing and approving the execution and delivery of this Agreement and of the 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 its Secretary;

          (e) a Certificate of Good Standing of Roosevelt issued by the Secretary of State of the State of Delaware, dated within ten (10) calendar days of the Closing;

          (f) true and complete copies of the certified certificate of formation, including all amendments thereto, and the limited liability company agreements, of Roosevelt, including all amendments thereto, each certified as true, complete and correct by the related Secretary of such party; and

          (g) a certificate, dated the Closing Date, duly executed by an officer of Roosevelt pursuant to Sections 3.01(b) and 3.01(c) of this Agreement.

      Section 2.04. Escrow Account. The Note Purchaser shall, on the Closing Date, deposit the Escrowed Amount into an account (the “ Escrow Account ”) to be established pursuant to an escrow agreement (the “ Escrow Agreement ”), to be entered into on or before the Closing Date, among the Seller, the Series Administrator, the Note Purchaser, the Indenture Trustee and an escrow agent. Any Escrowed Amounts shall be invested pursuant to the terms of the Escrow Agreement. At the end of the Document Recovery Period, and upon the release of all Escrowed Amounts to be paid to the Indenture Trustee on behalf of the Noteholders and/or the Seller, any interest earned on the related Escrowed Amount shall be paid on a pro rata basis to the Note Purchaser, and the Seller, as applicable, based on the amount of applicable Escrowed Amount released to the Indenture Trustee on behalf of the Noteholders and/or the Seller, respectively, pursuant to Section 1.04(h).

ARTICLE III
CONDITIONS PRECEDENT

      Section 3.01. Conditions Precedent to Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived in writing by Seller (in its sole and absolute discretion):

          (a) Deliveries by Purchaser . The Series Administrator and the Note Purchaser shall have made delivery to Seller of the items specified in Section 2.03 .

          (b) Representations and Warranties . All representations and warranties made by the Series Administrator and the Note Purchaser (considered collectively and individually) in 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 Closing Date as if made by the Series Administrator and the Note 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) after giving effect to any Disclosure Statement Updates, and Seller shall have received a certificate to that effect from the Series Administrator and the Note Purchaser dated as of the Closing Date.

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

certificate to that effect from the Series Administrator and the Note Purchaser dated as of the Closing Date.

          (d) Legal Proceedings . None of the Series Administrator, the Note Purchaser and the 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 Related Agreements. Since the date of this Agreement, there shall not have been commenced 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 any Related 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 or any Related Agreement.

          (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 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 material consents and approvals, including required consents and approvals of any Governmental Entity, necessary to permit the consummation of the transactions contemplated by this Agreement, including the consents and approvals listed on Section 4.03(b) and Section 5.04 of the Disclosure Schedules.

          (g) Seller shall have delivered to the Custodian no later than 5 Business Days prior to the Closing Date the Loan Documents with respect to each Loan.

      Section 3.02. Conditions Precedent to Obligations of Purchasers . The obligations of the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived in writing by the Series Administrator and the Note Purchaser (in their sole and absolute discretion):

          (a) Deliveries by Seller . Seller shall have made delivery to the Indenture Trustee (or the Custodian on its behalf), the Owner Trustee on behalf of the Trust, the Note Purchaser, and the Series Administrator of the items specified in Section 2.02 ; provided , however , that with respect to any Loan, if the Seller should represent to the Indenture Trustee or the Note Purchaser, respectively, at or prior to the Closing that it has been unable to locate, for purposes of delivery at Closing, any documents set forth in Section 2.02(b)(i) , (ii) , (iii) or (iv) (and in addition to the foregoing, solely with respect to first lien Loans that were both intended to be originated as first lien Loans and were in fact originated as first lien Loans, the documents described in (vi) of Section 2.02(b) ) that are in the reasonable judgment of the Indenture Trustee and the Series Administrator necessary to establish that the Seller has good and marketable title thereto with full right

to transfer and sell such Loan to the Trust, free and clear of any Encumbrance, other than Permitted Encumbrances (such missing documents being referred to in this Agreement as “ Missing Material Loan Documents ”, and such Loan missing any such Missing Material Loan Documents on the Closing Date, a “ Document Defective Loan ”), then such delivery at Closing shall be waived by the Indenture Trustee and the Series Administrator, only as to such Document Defective Loan, with such waiver conditional upon Seller producing and delivering the Missing Material Loan Documents in a manner and form reasonably satisfactory to the Indenture Trustee and the Series Administrator on or before the expiration of the Document Recovery Period.

          (b) Representations and Warranties of Seller . All representations and warranties made by Seller in this Agreement (considered collectively and individually) shall be true and correct in all material respects on and as of the Closing Date as if made by Seller 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), after giving effect to any Disclosure Schedule Updates, and each of the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser shall have received a certificate to that effect from Seller dated as of the Closing Date.

          (c) Performance of the Obligations of Seller . Seller shall have performed, complied with or fulfilled in all material respects all covenants, agreements and obligations required by this Agreement and each of the Related Agreements to which it is a party to be performed, complied with or fulfilled by Seller on or prior to the Closing Date, and each of the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser shall have received a certificate to that effect from Seller dated as of the Closing Date.

          (d) Legal Proceedings . None of the Series Administrator, the Note Purchaser or the 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 Related Agreements. Since the date of this Agreement, there shall not have been commenced 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 any Related 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 or any Related Agreement or otherwise interfere with the ownership or operation by the Indenture Trustee, the Trust or the Note Purchaser or any of their respective Affiliates of all or any material portion of the Assets or the business or assets of the Indenture Trustee, the Trust or the Note Purchaser or any of their respective Affiliates or to compel the Indenture Trustee, the Trust or the Note Purchaser or any of their respective Affiliates to dispose of all or any material portion of the Assets.

          (e) No Violation of Orders . There shall be no preliminary or permanent injunction or other order issued by any Governmental Entity or any Law which declares

or makes this Agreement or any of the Related Agreements invalid or unenforceable in any respect or prevents or attempts to prevent the consummation of the transactions contemplated hereby or thereby.

          (f) [Reserved.]

          (g) Required Approvals . There shall have been received all consents and approvals, including (to the extent Roosevelt has not established a holding structure that eliminates the need for any consents and approvals of any Governmental Entity) required consents and approvals of any Governmental Entity, necessary to permit the consummation of the transactions contemplated by this Agreement including the consents and approvals listed on Section 4.03(b) and Section 5.04 of the Disclosure Schedules.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to the Trust on behalf of the Certificateholders, to the Indenture Trustee on behalf of the Noteholders, the Series Administrator, and the Note Purchaser, subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Seller and by the Series Administrator and the Note Purchaser concurrently with the execution of this Agreement, dated as of the date hereof, as amended by the Disclosure Schedule Updates (as defined in Section 6.05 ) (if and as so amended, the “ Disclosure Schedules ”) or as specifically disclosed on the related Asset Schedule, in each case on the date hereof and on the Closing Date, as follows:

      Section 4.01. Organization; Power . Seller is a banking corporation duly organized and in existence 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. Seller is validly existing and is qualified as a foreign corporation to transact business, and is in good standing under the Laws of the States identified in Section 4.01 of the Disclosure Schedules, and is not required to be qualified as a foreign corporation in any other state or jurisdiction, except where such nonqualification would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the Assets.

      Section 4.02. Authorization and Validity of Agreement . The execution, delivery and performance of this Agreement and any and all Related Agreements to which it is a party has been authorized by all necessary corporate action on the parts of Seller and IHE. Seller (and, solely as to the Administration and Servicing Agreement, IHE) has the corporate power and corporate authority to enter into, execute and deliver this Agreement and each of the Related Agreements to which it is a party, to consummate the transactions contemplated by this Agreement and each of the Related Agreements to which it is a party, to perform all of its obligations under this Agreement and each of the 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 Related Agreements to which it is a party. This Agreement has been duly executed and delivered by Seller and constitute Seller’s legal, valid and binding obligation, enforceable against 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 creditor’s rights generally or by general principles of equity. When executed and delivered by Seller (or IHE, as applicable), each of the Related Agreements to which Seller or IHE is a party will have been duly executed and delivered by Seller or IHE and will constitute Seller’s or IHE’s legal, valid and binding obligation, enforceable against 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 creditor’s rights generally or by general principles of equity.

      Section 4.03. No Conflict or Violation .

          (a) The execution, delivery and performance of this Agreement by Seller do not and shall not violate or conflict with any provision of the Articles of Incorporation, Bylaws or other Governing Documents of Seller.

          (b) The execution, delivery and performance of this Agreement by Seller does not and shall not: (i) violate in any material respect any provision of Law applicable to Seller; (ii) except as set forth on Section 4.03(b) of the Disclosure Schedules, violate or result in a material breach of or constitute (with or without due notice or lapse of time or both) a material default under any Contract, consent order or other instrument or obligation to which Seller is a party, or by which Seller’s assets or properties may be bound; (iii) result in the imposition of any material Encumbrance on the any of the Assets, cause the maturity of any material liability, obligation or debt of 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, individually or in the aggregate, reasonably be expected to materially and adversely affect the Assets, taken as a whole; or (iv) except as set forth on Section 4.03(b) of the Disclosure Schedules, require any notice to, filing with or consent, authorization or approval from any Governmental Entity or any other Person.

      Section 4.04. The Loans and the Mortgage Notes .

          (a) The information set forth on each Asset Schedule is complete, true and correct in all material respects, except that the foregoing representation of completeness, truth and correctness is qualified not only by materiality but also by Seller’s Knowledge if and to the extent a Knowledge qualifier is indicated on Exhibit A .

          (b) With respect to each Loan and the corresponding Mortgage Note, except as set forth on the related Asset Schedule or Section 4.04 of the Disclosure Schedules:

          (i) Each Mortgage Note and Mortgage is enforceable in accordance with its terms in all material respects, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights generally and, with respect to the Mortgage, except that the equitable remedy of specific performance and other equitable remedies are subject to the discretion of the courts and contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the

realization against the Mortgaged Property of the benefits of the security, including (A) in the case of a Mortgage designated as a deed of trust, by trustee’s sale and (B) otherwise by judicial and non judicial foreclosure;

          (ii) (A) Unless otherwise permitted pursuant to the terms of the applicable Loan Documents, no Loan has been prepaid fully or partially; (B) all payments required to be made for such Loan under the terms of the applicable Mortgage Note have been made; and (C) Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Mortgagor, for the payment of any amount required by the Loan;

          (iii) All interest, fees and other charges payable with respect to such Mortgage Note conform in all material respects with all applicable Laws of the jurisdiction governing such Mortgage Note;

          (iv) Subject to the disclosures set forth on the related Asset Schedule or Section 4.04 of the Disclosure Schedules, no Mortgagor with respect to a Mortgage Note or any other Loan Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or any substantial part of its property, (D) been adjudicated insolvent, or (E) taken action for the purpose of authorizing any of the foregoing;

          (v) Other than as disclosed to the related borrower, any and all requirements of any federal, state or local law including, without limitation, usury, predatory lending, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, foreign entity qualification or disclosure laws applicable to Seller with respect to the origination, closing and servicing of each Loan have been complied with by Seller in all material respects;

          (vi) Except in the case of a Loan designated on the Asset Schedule as a HELOC, the proceeds of each Loan have been fully disbursed and there is no obligation or requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with in all material respects through the date of this Agreement, and all costs, fees and expenses incurred in making or closing each Loan or recording each Mortgage were paid;

          (c) Except as set forth on the related Asset Schedule or Section 4.04 of the Disclosure Schedules, there is no default, breach, violation or event of acceleration existing under any Mortgage Note or the related Loan Documents and to Seller’s Knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation or event of acceleration; and Seller has not waived any default, breach, violation or event of acceleration;

          (d) With respect to each Loan and the corresponding Mortgage Note, except as set forth on the Asset Schedule or Section 4.04 of the Disclosure Schedules:

          (i) There is no pending or, to Seller’s Knowledge, threatened litigation with respect to any Loan which would adversely affect the rights of the Indenture Trustee on behalf of Securityholders to enforce such Loan or the related property or otherwise obtain the benefits contemplated with respect to each Loan or related property;

          (ii) With respect to each Loan, Seller is in possession of complete Files and Records and Seller has made available to the Indenture Trustee on behalf of Securityholders (or the Custodian on its behalf) all such Files and Records related to the Loans. All loans are recourse to the applicable Mortgagor. No credit has previously been given to any Mortgagor which was granted for the purpose of concealing past or present delinquency;

          (iii) Each Loan Document constitutes a genuine, legal, valid and binding obligation of Seller (to the extent Seller is a party thereto). With respect to each first lien Loan, all parties to each Mortgage Note, each Mortgage and any other related agreement had legal capacity to enter into the related first lien Loan and to execute and deliver such Mortgage Note, Mortgage and any other related agreement, and such, Mortgage Note, Mortgage and any other related agreement have been duly and properly executed by such parties;

          (iv) Each Loan was originated, closed and serviced (including collection practices) in compliance with the relevant Loan Documents in all material respects, have been in accordance with commercially reasonable best practices, in all respects in compliance with all applicable laws and regulations, and the Seller is not, and has received no written notice alleging that it is, in breach or default under any of them;

          (v) Seller is the sole owner of record and holder of each Loan. No Loan is assigned or pledged, and with respect to the Loans, the Seller has good and marketable title thereto and has full right to transfer and sell, and has taken all steps necessary to sell, such Loan to the Trust on behalf of the Certificateholders and to the Indenture Trustee on behalf of the Noteholders;

          (vi) Each Security Document is a good and valid instrument and creates a valid lien, with priority as specified on the related Asset Schedule, against the real property therein described and enforceable in accordance with its terms, free and clear of any Encumbrances, other than Permitted Encumbrances;

          (vii) No fraud occurred on the part of Seller in connection with the origination, closing or servicing of any of the Loans. For the avoidance of doubt, the reference to Seller in this clause is limited to Seller’s employees or agents hired by the Seller (and acting at its direction) only, and does not include any independent contractors, brokers or correspondents doing business with Seller in connection with loan origination, closing or servicing activities;

          (viii) No property encumbered by a Security Document has been released from the related lien;

          (ix) With respect to each first lien Loan, all real estate taxes, assessments, water and sewer charges, insurance premiums, municipal charges, leasehold payments, ground rents, homeowner association fees which are due and payable on any of the property have been paid;

          (x) The terms of the Mortgage Notes and Mortgages with respect to the Loans have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Asset Purchaser and which has been delivered to the Indenture Trustee on behalf of Securityholders (or the Custodian on its behalf);

          (xi) The Mortgage Note, the Mortgage and any other documents required to be delivered by Seller with respect to the Loans under this Agreement have been delivered to the Indenture Trustee on behalf of Securityholders (or the Custodian on its behalf) or to its designee;

          (xii) With respect to each first lien Loan, there is no proceeding pending or, to the best of Seller’s Knowledge, threatened, for the total or partial condemnation of any Mortgaged Property. The Mortgaged Property related to each first lien is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for each Loan, or the use for which the premises were intended;

          (xiii) To the extent applicable, the Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2003, and the laws and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control;

          (xiv) Each home equity line of credit is a revolving home equity line of credit containing customary and enforceable provisions for open-ended mortgage loans, including with respect to the funding of draws, and providing for (a) minimum monthly payments which are not less than the interest accrued at the applicable mortgage rate on the related average daily principal balance during the interest period relating to the due date on which such minimum monthly payment is due and (b) at maturity of the related home equity line of credit, payment in full of the principal balance of the related Mortgage Note;

          (xv) With respect to each Loan and the corresponding Mortgage Note, (i) if such Loan is a first lien mortgage Loan, its loan-to-value ratio (“ LTV ”) was not greater than 125% at the time such Loan was originated; and (ii) such Loan has not been modified, or if such Loan has been modified, the modification occurred in connection with the Mortgagor’s default on such Loan or at a time when the Mortgagor’s default was reasonably foreseeable.

          (e) With respect to any first lien Loans only and pursuant to the terms of each related Mortgage, all buildings or other improvements upon any Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where any Mortgaged Property is located in an amount equal to the lesser of (i) the unpaid principal balance of the first lien Loan or (ii) the replacement cost of any Mortgaged Property, but in no event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis. If any Mortgaged Property related to a first lien Loan is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If upon origination of a first lien Loan, the related Mortgaged Property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards a life-of-loan flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect. All individual insurance policies contain a standard mortgagee clause naming Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. Each Mortgage related to a first lien Loan obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Notwithstanding anything herein to the contrary, the representation in this section (e) shall only apply for 30 days following the termination of the Administration and Servicing Agreement.

      Section 4.05. Licenses and Permits . Seller has obtained and maintained in full force and effect all material Licenses and Permits required to own, operate and service the Portfolio as presently conducted in the Ordinary Course of Business and as required in order for IHE to continue to service the Portfolio. Seller is in compliance in all material respects with all terms, conditions and requirements of all Licenses and Permits required to own, operate and service the Portfolio and no Proceeding is pending or, to the Knowledge of Seller, threatened relating to the revocation or limitation of any such License or Permit.

      Section 4.06. Compliance with Law . Except as set forth on Section 4.06 of the Disclosure Schedules, Seller and IHE, and any prior originator or servicer, have complied in all material respects with all applicable Laws in connection with the servicing, origination or acquisition of each of the Loans. Neither Seller nor IHE have received, at any time since December 31, 2006, any written notice from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any applicable Law with respect to any item of the Portfolio and there is no pending or, to the Knowledge of Seller, threatened, investigation of Seller or IHE that could reasonably be expected to result in such charge or notice in the future.

      Section 4.07. Litigation . Except as set forth on Section 4.07 of the Disclosure Schedules, (a) there are no investigations, governmental audits or Proceedings pending or, to the Knowledge of Seller, threatened against any of the Assets, (b) there are no unsatisfied judgments of any kind against any of the Assets, and (c) Seller is not subject to any judgment, order, decree, rule or regulation of any court or Governmental Entity that has had or could reasonably be

expected to, individually or in the aggregate, materially and adversely affect any of the Assets. All of the investigations, governmental audits or Proceedings pending or, to the Knowledge of Seller, threatened against the Seller relating to the Assets during the two (2) years prior to the Closing Date are described in Section 4.07 of the Disclosure Schedules.

      Section 4.08. Broker’s and Finder’s Fees . Except as set forth on Section 4.08 of the 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 Seller or any of its Affiliates. Any such broker, finder or other Person set forth on Section 4.08 of the Disclosure Schedules that is entitled to any commission or finder’s fee shall be paid by Seller.

      Section 4.09. Disclaimer . Except as expressly set forth in this ARTICLE IV , Seller makes no representation or warranty, express or implied, at Law or in equity, and any such other representations and warranties are hereby expressly disclaimed, including a