LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

Exhibit 2.7

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

      THIS LOAN SALE AND TRANSFER OF SERVICING AGREEMENT (this “ Agreement ”) is entered into as of June 30, 2009 (the “ Effective Date ”), by and between FIRST FINANCIAL BANK, NATIONAL ASSOCIATION , a national association (“ Buyer ”), and IRWIN UNION BANK AND TRUST COMPANY , an Indiana commercial bank and trust company (“ Seller ”), with reference to the following facts (terms not defined herein shall have the meaning set forth in Section 1 of this Agreement):

RECITALS

     WHEREAS, at Closing, Seller is willing to sell to Buyer and Buyer is willing to purchase from Seller, all of Seller’s right, title and interest in and to certain Loans and related Loan Documents, and in connection therewith, Seller agrees to assign to Buyer and Buyer agrees to assume from Seller all related Servicing, upon and subject to the terms and conditions hereinafter set forth.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and conditions contained herein, Seller and Buyer hereby agree as follows:

     1.  Definitions . Terms not otherwise defined in this Agreement shall have the following meaning:

          (a) “ Affiliate ” means any Person or entity that controls, is controlled by or is under common control with Seller or Buyer, as the case may be.

          (b) “ Assignment ” shall have the meaning as set forth in Section 10(b)(ii)(D) below.

          (c) “ Broker ” shall have the meaning as set forth in Section 14(a) below.

          (d) “ Business Day ” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in the States of Ohio and Indiana are authorized or obligated by law or executive order to be closed.

          (e) “ Closing ” shall have the meaning as set forth in Section 10(a) below.

          (f) “ Closing Date ” shall have the meaning as set forth in Section 10(a) below.

          (g) “ Cut-Off Date ” shall have the meaning as set forth in Section 4 hereof.

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

          (h) “ Escrow Agreement ” shall have the meaning as set forth in Section 8(c)(ii) below.

          (i) “ Escrow Agent ” shall mean Michael Sibbing with the Title Company.

          (j) “ Evaluation Material ” shall have the meaning as set forth in Section 5(a)(ii) below.

          (k) “ FHA ” shall mean the Federal Housing Administration.

          (l) “ FHA Loan ” shall mean a Loan that is insured by the FHA.

          (m) “ FHLB ” shall mean the Federal Home Loan Bank of Indianapolis.

          (n) “ FHLB Pledged Loans ” shall mean any of the Loans pledged to the FHLB.

          (o) “ FR ” shall mean the Federal Reserve Bank of Chicago.

          (p) “ FR Pledged Loan ” shall mean a Loan pledged to the Federal Reserve.

          (q) “ Government Authorization ” means any consent, license, franchise registration, certification, certificate of public convenience, authorization or permit issued, granted, given or otherwise made available by or under the authority of any Government Entity or to any Legal Requirement.

          (r) “ Governmental Entity ” means any government or governmental regulatory body thereof, or political subdivision thereof, whether foreign, federal, state or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

          (s) “ Hazardous Substance or Substances ” means any hazardous or toxic substances, materials or wastes, including, but not limited to those substances, materials, and wastes listed in the United States Department of Transportation’s Hazardous Materials Table (49 CFR Part 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials and wastes which are or become regulated under any applicable Legal Requirement. Hazardous Substances shall include, but not be limited to: (i) petroleum,, including but not limited to, gasoline and diesel, additives and components thereof, fuel oil, sludge, oil refuse, and oil mixed with wastes; (ii) asbestos; (iii) mold, (iv) radionuclides or radioactive materials and substances, (v) medical waste, (iii) polychlorinated biphenyls (PCBs); (iv) substances designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. § 1321 or pursuant to Section 307 of the Clean Water Act, 33 U.S.C. § 1317; (v) defined as a “hazardous waste”, “universal waste,” and other forms of waste pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. §6903, as amended; (vi) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., as amended; (vii) included as a hazardous material, substance or related material in the Hazardous Materials Transportation Act, as amended, 40 U.S.C. § 1801, et seq.,

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

as amended; or (viii) listed as a hazardous air pollutant pursuant to the federal Clean Air Act, 42 U.S.C. § 7401 et seq., as amended.

          (t) “ Inspection Period ” shall have the meaning as set forth in Section 5(b) below.

          (u) “ Inspections ” shall have the meaning as set forth in Section 5(b) below.

          (v) “ Interim Servicing Agreement ” shall have the meaning as set forth in Section 3 below.

          (w) “ Interim Servicing Period ” shall have the meaning as set forth in Section 3 below.

          (x) “ Knowledge of Seller ” means, with respect to Seller, the actual knowledge, after reasonable inquiry and investigation of any of Seller’s officers that hold the title of vice president or above and that have responsibility with respect to the Loans.

          (y) “ Legal Requirement ” means any federal, state, or local law, constitution, ordinance, code, rule of common law, regulation, statute or treaty.

          (z)  “ Loan Documents ” shall have the meaning as set forth in Section 2 below.

          (aa) “ Loan Files ” shall have the meaning set forth in Section 7(e)(iii) below.

          (bb)  “ Loans ” shall collectively mean the loans described on Schedule I attached hereto.

          (cc) “ Losses ” shall have the meaning as set forth in Section 5(d) below.

          (dd) “ Lien ” shall mean any lien, easement, restriction, pledge, charge, encumbrance, security interest, mortgage, deed of trust, lease, option or other adverse claim of any nature whatsoever and of any kind or description.

          (ee) “ Mortgages ” shall collectively mean the mortgages or deeds of trust, as applicable, part of the Loan Documents.

          (ff) “ Non-Compliant Loan, Loan Document and/or Property ” shall have the meaning as set forth in Section 5(f) below.

          (gg) “ Notes ” shall collectively mean the promissory notes part of the Loan Documents.

          (hh) “ Notice Letter ” shall have the meaning as set forth in Section 10(b)(ii) (B) below.

          (ii) “ Obligor ” shall have the meaning set forth in Section 7(e)(vi) below.

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

          (jj) “ Person ” shall mean any individual, partnership, joint venture, corporation, trust, limited liability company, association, unincorporated organization, Government Entity or other entity.

          (kk) “ Power of Attorney ” shall have the meaning as set forth in Section 25 below.

          (ll) “ Principal Loan Documents ” shall have the meaning as set forth in Section 2 below.

          (mm) “ Property ” shall have the meaning as set forth in Section 5(a)(ii) below.

          (nn) “ Purchase Price ” shall have the meaning as set forth in Section 4 below.

          (oo) “ Redemption ” shall have the meaning set forth in Section 8(c)(i) below.

          (pp) “ Redemption Escrow ” shall have the meaning as set forth in Section 8(c)(ii) below.

          (qq) “ Redemption Period ” shall have the meaning as set forth in Section 8(c)(i) below.

          (rr) “ Regulatory Approvals ” means all approvals, authorizations, waivers or consents of, or notices to, any Governmental Entity required to consummate the transactions contemplated by this Agreement.

          (ss) “ Repurchase Price ” shall have the meaning as set forth in Section 8(c) .

          (tt) “ Seller Broker ” shall have the meaning as set forth in Section 14(b) below.

          (uu) “ Seller Parties ” shall have the meaning as set forth in Section 5(d) below.

          (vv) “ Servicing ” shall have the meaning as set forth in Section 3 below.

          (ww) “ Survival Obligations ” shall have the meaning as set forth in Section 8(a) below.

          (xx) “ Title Company ” shall mean Chicago Title Insurance Company, located at 101 West Ohio Street, Suite 2026, Indianapolis, Indiana 46204.

          (yy) “ UCC-3s ” shall have the meaning as set forth in Section 10(b)(ii)(F) .

          (zz) “ USA Patriot Act ” shall have the meaning as set forth in Section 7(i) .

          (aaa) “ VA ” shall mean Veterans Administration.

          (bbb) “ VA Loan ” shall mean a mortgage loan that is guaranteed by the VA.

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

     2.  Sale and Purchase . Seller agrees to sell, convey, and assign to Buyer, and Buyer agrees to purchase and accept from Seller, for the Purchase Price, on the terms and conditions set forth in this Agreement, all of Seller’s right, title and interest in and to all Escrow Accounts (as defined in the Interim Serving Agreement) and all amounts deposited therein, the Loans, all documents evidencing and/or securing the Loans and/or executed or prepared in connection with same defined as the promissory notes, deeds of trust, mortgages, assignments of leases and rents, security agreements, uniform commercial code financing statements, motor vehicle certificates of title, assignments of contracts, guaranty agreements, indemnity agreements, escrow agreements, the mortgagee title insurance policies, surveys, lease agreements and amendments, landlord and/or tenant estoppels, subordination, non-disturbance and attornment agreements for any leasehold properties, as applicable (collectively, the “ Principal Loan Documents ”), and all other documents, agreements and certificates evidencing, securing and executed in connection with the Loans, and all of Seller’s right, title and interest to principal, interest, fees, costs and expenses payable thereunder, but excluding any internally prepared credit memorandum or other seller internal approvals, (collectively, the “ Loan Documents ”).

     3.  Transfer of Servicing . In addition, as additional consideration for the Purchase Price, Seller agrees to transfer to Buyer and Buyer agrees to assume all rights and assume and discharge all obligations relating to the servicing of the Loans and Loan Documents (“ Servicing ”) effective upon Closing. Notwithstanding the foregoing, Seller agrees to continue servicing the Loans for the benefit of the Buyer for a period (the “ Interim Servicing Period ”) of up to three (3) months from the Closing Date pursuant to the terms of an Interim Servicing Agreement (herein so called) in substantially the form attached hereto as Exhibit G . The Buyer may, at its sole discretion, extend the Interim Servicing Period for up to three (3) consecutive periods of three (3) months each upon written notice from Buyer to Seller, delivered no later than five (5) Business Days prior to the expiration of the then current Interim Servicing Period. During the Interim Servicing Period, Seller agrees to cooperate and work diligently with the Buyer to effect the transfer of Servicing to the Buyer as soon as practicable after the Closing Date.

     4.  Purchase Price . The term “ Purchase Price ” as used herein shall be determined to be the total of the outstanding principal amounts under all of the Loans as of June 30, 2009 (the “ Cut-Off Date ”), plus all outstanding interest accrued thereon as of such Cut-Off Date. Accordingly, the Purchase Price is the total amount of ONE HUNDRED FORTY-NINE MILLION FIVE HUNDRED SEVENTY-EIGHT THOUSAND FOUR AND 25/100 DOLLARS ($149,578,004.25). Seller agrees to provide to Buyer, within a reasonable period of time prior to Closing, a draft of a closing statement with schedules showing Seller’s determination (in reasonable detail) of the components of the Purchase Price for each Loan. Buyer shall be entitled to receive, and Seller hereby covenants and agrees to deliver to Buyer, all amounts collected with respect to the Loans from and after the Cut-Off Date, regardless of whether such amounts were due on or prior to the Cut-Off Date.

     5.  Right to Inspect; Right to Terminate .

          (a) On or before the date hereof, Seller has made available to Buyer, for Buyer’s review, the following:

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

          (b) Buyer shall have the right to make such examinations, studies, inspections and investigations (“ Inspections ”) regarding the Loans, the Loan Documents, the Evaluation Materials, and the Property as Buyer may desire, subject to the terms of this Section 5 , for a period (the “ Inspection Period ”) commencing upon the date hereof and terminating at 5:00 p.m. Eastern Time on the day immediately prior to the Closing Date.

          (c) Nothing contained herein shall authorize any inspection of the Property by Buyer which would not be permitted under the terms and provisions of the Loan Documents. Seller reserves the right to have a representative present at the time of Buyer’s making any such Inspections. In no event shall Buyer contact any party liable under any of the Loan Documents or any of such party’s lawyers, accountants, agents, employees, officers, directors or other representatives.

          (d) Any inspection fee, appraisal fee, engineering fee and other expense of any kind incurred by Buyer relating to, or in connection with, any Inspections will be solely Buyer’s expense. Buyer agrees to indemnify and hold Seller, and its successors, assigns and predecessors, parents, partners, subsidiaries, and affiliated organizations, and the officers, directors, shareholders, employees, asset managers, partners, subasset managers, attorneys, agents, members and servants of each of the foregoing (collectively, the “ Seller Parties ”), harmless from any and all (x) liability for the payment of damages, claims and judgments for personal injury or death to any person and for property damage to the property of others, including, without limitation, the Property, and for the amount of all losses, judgments, costs, and expenses, (including reasonable attorneys’ fees, court costs, deposition and other discovery fees and expenses) of every kind suffered, incurred, sustained by or threatened against any of the Seller Parties which are caused by any Inspections by Buyer or any person or entity conducting such Inspections on behalf of Buyer, and (y) damages, costs of repair and replacement suffered to the Property caused by Buyer or any employee, agent, representative, independent contractor or other person on or at the Property at the request or direction of Buyer in connection with the Inspections (collectively, “ Losses ”). Notwithstanding the foregoing, the foregoing indemnity shall exclude any Losses caused by the negligence or misconduct of Seller or any of the Seller Parties. The provisions of this Section 5 shall survive the Closing and any termination of this Agreement.

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

          (e) Buyer shall make such examination, review and investigation of the facts and circumstances necessary to evaluate the Loans, the Loan Documents and the Property as it deems necessary or appropriate to form a basis for its evaluation of the purchase of the Loans and the status of compliance of the Loans and Loan Documents with the terms of this Agreement.

          (f) If Buyer, in its sole and absolute discretion, determines that one or more of the Loans, the Loan Documents and/or the Property securing same (or any part thereof), is in breach of any of the representations and warranties made by Seller in this Agreement (whether one or more, herein called, “ Non-Compliant Loan, Loan Document and/or Property ”), Buyer shall have the right to terminate this Agreement with respect to such Non-Compliant Loan, Loan Document and/or Property by giving written notice of such termination to Seller on or before 5:00 p.m. Eastern Time on the last day of the Inspection Period; provided, however , that the foregoing shall in no way limit or affect Buyer’s other rights and remedies set forth herein, including, without limitation, those rights and remedies with respect to Non-Compliant Loans, Loan Documents and/or Properties set forth in Section 8 hereof. In the event of such termination, neither party hereto shall have any further rights or obligations under this Agreement with respect to such Non-Compliant Loan, Loan Document and/or Property except for any Survival Obligations, and the Purchase Price shall be adjusted accordingly.

     6.  Buyer Representations . Buyer hereby represents to Seller that:

          (a) Buyer is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

          (b) Buyer is a national association organized and existing in good standing under the laws of the United States with has all requisite power and authority to assume the Servicing and to consummate the transactions contemplated by this Agreement (including to purchase the Loans pursuant to this Agreement) and to execute, deliver and perform this Agreement and the documents and agreements contemplated hereby.

          (c) None of the execution and delivery of this Agreement and the other documents and agreements contemplated hereby, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and such other documents and agreements will result in the breach of any term or provision of the charter or by-laws of Buyer or result in the breach of any material term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other instrument to which Buyer is a party or it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Buyer or its property is subject, which breach, conflict, default, acceleration or violation would have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement.

          (d) All consents required to be obtained and all Regulatory Approvals required to be completed and satisfied by Buyer, if any, to consummate the transactions contemplated by this Agreement, have been obtained and fully satisfied by Buyer.

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

          (e) Buyer has received no written notice of any action, suit or proceeding in any court or by or before any other Governmental Entity in connection with the Loans which would prohibit Buyer’s entering into this Agreement or performing any of its obligations under or pursuant to this Agreement.

          (f) This Agreement and the documents executed and delivered by Buyer in connection herewith constitute the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and general equitable principles which may limit the availability of equitable remedies.

          (g) Buyer is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Buyer insolvent. Buyer has now, and will have as of the Closing, sufficient capital or net worth to meet its obligations. Buyer has liquid financial resources adequate to consummate the transactions contemplated herein.

     The representations and warranties of Buyer in this Agreement are made as of the Effective Date and are remade as of the date of Closing.

     7.  Seller Representations and Warranties . Seller hereby represents and warrants to Buyer that:

          (a) Seller is an Indiana state chartered commercial bank and trust company duly organized and validly existing under the laws of the State of Indiana with all requisite power and authority to consummate the transactions contemplated by this Agreement (including to service the Loans for the Servicing Period pursuant to the Interim Servicing Agreement) and to execute, deliver and perform this Agreement and the documents and agreements contemplated hereof. Seller has taken all organizational action required to authorize its execution, delivery and performance of this Agreement and the documents and agreements contemplated thereby and as of Closing will have duly executed and delivered this Agreement and such other documents and agreements.

          (b) None of the execution and delivery of this Agreement and the other documents and agreements contemplated hereby, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and such other documents and agreements will result in the breach of any term or provision of the articles of incorporation or by-laws of Seller or result in the breach of any material term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other instrument to which Seller is a party or it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject, which breach, conflict, default, acceleration or violation would have a material adverse effect on the ability of Seller to perform its obligations under this Agreement.

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

          (c) All consents required to be obtained and all Regulatory Approvals required to be completed and satisfied by Seller, if any, to consummate the transactions contemplated by this Agreement, have been obtained and fully satisfied by Seller.

          (d) Seller has received no written notice of any action, suit or proceeding in any court or by or before any other Governmental Entity in connection with the Loans which would prohibit Seller’s entering into this Agreement or performing any of its obligations under or pursuant to this Agreement.

          (e) This Agreement and the other documents and agreements contemplated hereby, assuming due authorization, execution and delivery hereof by Buyer, constitute the valid, binding and legal obligations of Seller, each enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT

LOAN SALE AND TRANSFER OF SERVICING AGREEMENT