EXHIBIT 10.1 




AGREEMENT FOR
PURCHASE AND SALE                                   
OF SERVICING 



        THIS
AGREEMENT FOR PURCHASE AND SALE OF SERVICING (this “Agreement”) is dated as of the 29th
day of March, 2005, between EVERBANK, a federal savings bank (“Purchaser”), whose address
is 8100 Nations Way, Jacksonville, Florida 32256, and FIRST INDIANABANK, N.A., a national
banking association (“Seller”), whose mailing address is 135 North Pennsylvania Street,
Indianapolis, Indiana 46204. All defined terms utilized herein shall have the meaning
assigned thereto in the Definitions below.  




R E C I T A L S : 



        WHEREAS,
Seller is the owner of the Servicing for the Mortgage Loans; and  



        WHEREAS,
Seller desires to sell, transfer and assign to Purchaser all of its right, title and
interest in and to the Servicing for the Mortgage Loans and Purchaser desires to acquire
and assume all right, title and interest in and to the Servicing from Seller; and  



        WHEREAS,
Purchaser was the successful bidder for the purchase of the Servicing in the offering
conducted by Broker.  



        NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions, and upon
the terms and subject to the conditions set forth herein, the parties hereto agree as
follows:  



1. DEFINITIONS.  



        For
purposes of this Agreement, the following terms shall have the following meanings when
used herein. The terms defined herein include the plural as well as the singular and the
singular as well as the plural. 



        “Accounts
Receivable”. Amounts due Seller by virtue of documented advances made prior to the
Transfer Date in connection with the Servicing of the Mortgage Loans and which are deemed
recoverable by Purchaser in accordance with Investor Guidelines.  



        “Agreement”.
This Agreement and all attachments hereto, as the same may from time to time be amended
or supplemented by one or more instruments executed by Seller and Purchaser.  



        “Ancillary
Income”. Late Mortgagor payment charges, charges for dishonored checks (NSF Fees),
pay-off fees, assumption fees, commissions and administrative fees on insurance and
similar fees and charges collected from or assessed against the Mortgagor.  



        “Applicable
Requirements” means and includes, as of the time of reference, with respect to the
Mortgage Loans and the Servicing, all of the following: (i) all contractual obligations
of Seller and any prior originator or servicers, including without limitation those
contractual obligations contained herein or in the Mortgage Loan documents for which
Seller or the servicer is responsible or at any time was responsible; (ii) all applicable
federal, state and local legal and regulatory requirements (including statutes, rules,
regulations and ordinances) binding upon Seller and/or the servicer or any prior
servicer; (iii) all other applicable requirements and guidelines of each governmental
agency, board, commission, instrumentality and other governmental body or office having
jurisdiction over the Mortgage Loans; (iv) all other applicable judicial and
administrative  







	 	
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judgments, orders, stipulations,
awards, writs and injunctions; and (v) the reasonable and customary mortgage servicing
practices of prudent mortgage lending institutions which service mortgage loans of the
same type as the Mortgage Loans in the jurisdiction in which the related mortgaged
properties are located. 



        “Bankruptcy”.
The Mortgagor under a Mortgage Loan has sought protection under or is subject to
proceedings under the bankruptcy or insolvency laws of the United States or any other
similar laws of general application for the relief of debtors.  



        “Bid
Letter”. The letter from Purchaser to Broker dated March 16, 2005, wherein Purchaser
offered to purchase the Servicing from Seller.  



        “Broker”.
Hanover Trade, Inc.  



        “Business
Day”. Any day other than (i) a Saturday or Sunday, or (ii) a day on which national
banking institutions are authorized or obligated by law or executive order to be closed.  



        “Buy-Down
Funds”. The remaining amount of funds collected at the closing of a Mortgage Loan to
cover a portion of the mortgage payment for a stated term and which are held by or on
behalf of Seller.  




        “Closing
Documents”. This Agreement, the Assignment of the Servicing of the Mortgage Loans
attached hereto as Appendix II, the Transfer of Servicing attached hereto as Appendix III
and the Interim Servicing Agreement attached hereto as Appendix VI.  



        “Foreclosure”.
A Mortgage Loan where payment has been accelerated and the Mortgage Loan has been
referred to an attorney for collection and enforcement proceedings or is in the process
of liquidation after the foreclosure sale.  



        “Holdback”.
Ten percent (10%) of the Purchase Price, less any sums deducted therefrom pursuant to
this Agreement.  



        “Insurer”.
Any insurer under any applicable hazard insurance policy, any federal flood insurance
policy, or any title insurance policy.  



        “Interim
Servicing Agreement”. That certain Interim Servicing Agreement between Seller and
Purchaser, as set forth at Appendix VI to this Agreement.  



        “Investor(s)”.
The beneficial owner(s) of the Mortgage Loans.  



        “Investor  Approval”.  The written  acknowledgment  provided by an Investor  and  delivered  to  Purchaser  unconditionally
approving the purchase and sale of the Servicing.


        “Investor
Guidelines”. Rules and regulations set forth by each Investor, as outlined in their
respective Selling and Servicing Guides or other published or written rules and
regulations, and as amended from time to time, including project guidelines, setting
forth the manner in which Mortgage Loans shall be originated, underwritten, sold or
serviced, excluding any special commitments.  



        “Litigation”.
A legal action in foreclosure of a Mortgage Loan, or for a deficiency thereunder, in
which the sale of the mortgaged property in foreclosure (whether by action, power of
sale, or otherwise) has been delayed by reason of the defense of such action by the
Mortgagor, or any other action commenced or  











	 	
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pending which involves the Mortgage
Loan (excluding class actions), and which action materially and adversely, in Purchaser’s
reasonable opinion, affects the Mortgagor’s obligation to make payments under the
Mortgage Loan or the enforceability or priority of the Mortgage or results in a material
increase in the cost to service the Mortgage Loan. 



        “Mortgage”.
A security instrument, including without limitation a mortgage or deed of trust, creating
a first or second lien on real property securing the payment of a Mortgage Note.  



        “Mortgage
File”. The file containing the photostatic copies of mortgage loan documents with respect
to a Mortgage Loan, as well as the credit and closing packages, disclosures, custodial
documents, and all other files, books, records and documents, all as called for pursuant
to the Transfer Instructions at Appendix IV to this Agreement.  



        “Mortgage
Loan(s)”. Any loan, evidenced by a Mortgage Note and secured by a Mortgage, described in
the Mortgage Loan Schedule and thereby subject to this Agreement.  



        “Mortgage
Loan Schedule”. The schedule of Mortgage Loans attached hereto as Appendix I, which has
been prepared as of the close of business on March 31, 2005.  



        “Mortgage
Note”. The evidence of indebtedness from a Mortgagor to a lender which is secured by a
Mortgage.  



        “Mortgagor(s)”.
The obligor on a Mortgage Note.  



        “Offering
Information”. The data, tapes and written statements and information provided to
Purchaser by Seller or Broker in the preparation of Purchaser’s Bid Letter with respect
to the Servicing.  



        “Offering
Memorandum”. The offering memorandum prepared by Broker, acting as broker for Seller.  



        “Prepaid
Mortgage Loans”. Mortgage Loans which are prepaid in full on or before three (3) months
after the Sale Date. The date on which the Mortgage Loan is considered prepaid with
respect to Prepaid Mortgage Loans shall be (a) the date of receipt by Seller or Purchaser
the payoff check from the settlement agent or (b) the date the payoff is received via
wire transfer of federal funds.  



        “Purchase
Price”. The amount paid by Purchaser to Seller for the Servicing of the Mortgage Loans,
as provided in Paragraph 3 hereof, and as subsequently adjusted pursuant to this
Agreement.  



        “Purchaser’s
Indemnified Matters”. As defined in subparagraph 12.3 of this Agreement.  



        “Recorded
Assignments”. All assignments of the Mortgage Loans required to legally vest record title
to the Mortgage Loans in MERS, which assignments shall be properly recorded, individually
or as blanket assignments, where permitted by the applicable recorder’s office.  



        “Recourse
Obligation”. Any obligation with respect to any Mortgage Loan in any master commitment or
pool purchase contract, whether described as a limited or full repurchase requirement,
limited or full recourse, credit support reimbursement or other obligation,
indemnification, loss sharing arrangement or otherwise which would subject the servicer
of such Mortgage Loan to losses on the liquidation of such Mortgage Loan or which would
entitle the Investor to require the servicer of such Mortgage Loan to repurchase such
Mortgage Loan for any reason. The fact that any of the Mortgage Loans may have been
classified by an  






	 	
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Investor as “non-recourse” because
of the existence of any pool insurance policy shall not, for purposes of this Agreement,
remove any such Mortgage Loan from the definition of Recourse Obligation. 



        “Related
Escrow Accounts”. Segregated trust accounts maintained by Seller for the account of the
Mortgagors or Investors, as applicable, in accordance with Investor Guidelines and
established to hold funds for principal and interest, taxes and insurance in escrow
pursuant to the terms of the Mortgage Loans.  



        “Sale
Date”. The date on which the ownership of the Servicing and other assets specified herein
are transferred to Purchaser, which shall be the close of business on March 31, 2005,
unless extended in writing by Seller and Purchaser.  



        “Seller’s
Indemnified Matters”. As defined in subparagraph 12.1.  



        “Servicing”.
With respect to the Mortgage Loans (a) the management of operational functions related to
servicing each Mortgage Loan including without limitation (i) the collection and
disbursement of funds being held in escrow to pay taxes, insurance and other items as
they become due, (ii) the collection and remittance of principal and interest payments in
accordance with Investor Guidelines, and (iii) the resolution of defaulted loans in
accordance with Investor Guidelines, (b) the right to all service fees, Ancillary Income,
any economic benefit of holding the Related Escrow Accounts, any right to solicit the
Mortgagors for other services and all other customary rights related to servicing the
Mortgage Loans, and (c) the right to all Mortgage Files and other related records.  



        “Servicing
Agreements”. Those written agreements, including the Investor Guidelines, which govern
the Servicing.  



        “Sixty
(60) Days Delinquent”. With respect to a Mortgage Loan, when two (2) regularly scheduled
monthly Mortgage Loan payments are due and unpaid. By way of example: A Mortgage Loan due
and unpaid for the February 1, 2005 payment as of the Sale Date.  



        “Tax
Identification Number”. The number used by the Internal Revenue Service to identify a
taxpayer for income tax reporting purposes.  



        “Third
Party Originated Loans”. Mortgage Loans originated by a lender other than Seller.  



        “Thirty
(30) Days Delinquent”. With respect to a Mortgage Loan, when one (1) regularly scheduled
monthly Mortgage Loan payment is due and unpaid. By way of example: A Mortgage Loan due
and unpaid for the March 1, 2005 payment as of the Sale Date.  



        “Transfer
Date”. The date on which Purchaser assumes the obligations for Servicing the Mortgage
Loans in accordance with Investor Approvals, but in any event, not later than May 31,
2005, for Investors with cutoff dates from the 20th through the 31st of the month and
June 15, 2005, for the Investors with cutoff dates from the 10th through the 15th of the
month, unless extended in writing by Purchaser and Seller.  




        “Transferred
Assets”. Collectively, the Servicing, Accounts Receivable, Mortgage Files and Buy-Down
Funds.  








	 	
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2. SALE AND TRANSFER OF SERVICING.  



2.1 Sale.  



        Subject
to, and upon the terms and conditions of this Agreement, Seller shall, on the Sale Date,
sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall purchase,
assume and accept all right, title and interest of Seller, as of the Sale Date, in and to
the Transferred Assets. 



        As
of the Sale Date, Purchaser will assume only those contractual duties, obligations and
liabilities of Seller which prospectively and directly relate to Purchaser’s acquisition,
ownership and performance of the Transferred Assets, including Seller’s prospective
obligations under the Servicing Agreements. Purchaser will not assume or otherwise be
responsible for, in any way whatsoever, any other duties, obligations and liabilities of,
or claims against, Seller or its shareholders (or any of their respective, agents,
officers, directors, trustee, or affiliates), with respect to the Servicing or otherwise. 



2.2 Investor Approval.  



                (a)
The purchase and sale of the Servicing are subject to Investor Approval. If Seller fails,
for whatever reason, to obtain written approval from Investors with respect to the
Servicing of Mortgage Loans with a principal balance of at least $240,000,000.00 by no
later than the Business Day prior to the Transfer Date, Purchaser shall have the option
to terminate this Agreement. If Purchaser terminates this Agreement as provided above,
Seller shall immediately refund to Purchaser the portion of the Purchase Price received
by Seller and Purchaser shall re-convey the Mortgages and other Transferred Assets to
Seller. Thereafter, subject to the continuing obligations of the parties pursuant to
Paragraph 12, the parties shall have no further obligation to one another. 



                (b)
If the unconditional consent of an Investor is not timely received or within such later
date as Purchaser may approve in writing, or if such consent is given only upon terms
which are not reasonably acceptable to Purchaser, then Purchaser or Seller may elect to
exclude such Mortgage Loans for which Investor Approval was not obtained with a
commensurate adjustment in the Purchase Price in accordance with subparagraph 3.4 herein. 



2.3 Transfer Documents. On the Sale
Date, Seller shall execute and deliver to Purchaser (a) the Assignment of Servicing of
the Mortgage Loans attached hereto and made a part hereof as Appendix II and (b) the
Transfer of Servicing attached hereto and made a part hereof as Appendix III. Prior to
the Transfer Date, Purchaser and Seller shall execute and deliver any documents
reasonably required by the Investors in connection with the transfer of the Transferred
Assets hereunder, in form and substance reasonably satisfactory to Purchaser and Seller,
and shall execute and deliver such other instruments or documents as Purchaser and Seller
shall reasonably determine are necessary to consummate the transactions contemplated
hereby.  



2.4 Interim Servicing.
Notwithstanding the sale of Servicing as provided in subparagraph 2.1, Seller shall
sub-service the Mortgage Loans until the Transfer Date pursuant to the Interim Servicing
Agreement which shall be executed by Purchaser and Seller on the Sale Date. The Interim
Servicing Agreement is attached hereto as Appendix VI.  







	 	
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3. CONSIDERATION.  



3.1 Purchase Price. In full
consideration for the sale of the Servicing of the Mortgage Loans and upon the terms and
conditions of this Agreement, Purchaser shall pay to Seller (in accordance with
subparagraph 3.3), an amount equal to the following:  



        As
to Mortgage Loans which are current or less than Sixty (60) Days Delinquent and Mortgage
Loans which are not (i) in Bankruptcy and Thirty (30) Days Delinquent or greater, (ii) in
Litigation or (iii) in Foreclosure, the aggregate outstanding principal balance of such
Mortgage Loans, as of the close of business on the Sale Date, multiplied by 0.99%
(0.0099). All of the above determinations shall be made based upon the status of each
Mortgage Loan on the Sale Date. 



        The
Purchase Price due and payable under this Agreement shall be reduced by an amount equal
to $10.00 for each first lien Mortgage Loan without an existing tax service contract as
of the Sale Date. 



3.2 Accounts Receivable. Within five
(5) Business Days after Purchaser receives documentation which is reasonably satisfactory
to it as to Accounts Receivable on the Mortgage Loans transferred to Purchaser, Purchaser
shall pay such documented amount to Seller. Accounts Receivable which are not considered
by Purchaser to be recoverable in accordance with Investor Guidelines, will be reimbursed
only if and when recovered by Purchaser.  



3.3 Payment of the Purchase
Price; Holdback.  



        Subject
to the conditions precedent set forth in Paragraph 9 of this Agreement, the Purchase
Price shall be due and payable as follows: 



                (a)
     On the Sale Date, Purchaser shall pay to Seller a sum equal to twenty percent (20%)
of the Purchase Price. 




                (b)
Within three (3) Business Days after the Transfer Date, Purchaser shall pay to Seller a
sum equal to ninety percent (90%) of the Purchase Price, less the payment made in
accordance with subparagraph (a) above. 



                (c)
The balance of the Purchase Price, which is represented by the Holdback, shall be paid as
herein provided, (i) fifty percent (50%) of the Holdback shall be paid to Seller upon
Seller’s completion in all material respects of the delivery requirements set forth in
the Transfer Instructions and Purchaser’s receipt of seventy-five percent (75%) of the
Recorded Assignments, (ii) an additional twenty-five percent (25%) of the Holdback will
be paid to Seller upon Purchaser’s receipt of ninety-five percent (95%) of the Recorded
Assignments, and (iii) the balance of the Holdback will be paid to Seller upon Seller’s
completion of all delivery requirements set forth in this Agreement. Notwithstanding the
foregoing, Purchaser may elect to withhold such portion of the Holdback as Purchaser
reasonably determines, in good faith, is equivalent to the out-of-pocket damages and
expenses it expects to sustain if any of Seller’s representations and warranties are
found to be untrue in any material respect or if Seller has otherwise materially
defaulted under this Agreement and Seller has received written notice of such default
from Purchaser, and as of the date such payment of the Holdback is due, such default or
defaults have not been cured to the reasonable satisfaction of Purchaser. Provided,
however, Purchaser shall fund the Holdback or such portion thereof as is due to Seller at
such time as the misrepresentations or defaults have been cured. 







	 	
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                (d)
Any amounts owed to Purchaser by Seller due to Buy-Down Funds or Related Escrow Accounts
shall be transferred to Purchaser by Seller by wire transfer of federal funds within two
(2) Business Days after the Transfer Date, based upon the certification of Seller to
Purchaser as provided in subparagraph 11.1. 



                (e)
If, subsequent to the payment of the Purchase Price or the payment of any amounts due
hereunder to either party, the outstanding principal balance of any of the Mortgage Loans
is found to be in error, or if for any reason the Purchase Price or such other amounts is
found to be in error, the party benefiting from the error shall pay an amount sufficient
to correct and reconcile the Purchase Price or such other amounts and shall provide a
reconciliation statement and other such documentation to reasonably satisfy the other
party concerning the accuracy of such reconciliation. Such amounts shall be paid by the
proper party within ten (10) Business Days from receipt of satisfactory written
verification of amounts due. 



3.4 Adjustments to Purchase
Price.  



                (a)
In the event an Investor does not approve the transfer of its Mortgage Loans as
contemplated in subparagraph 2.2 of this Agreement, then Seller shall repurchase the
Servicing of the applicable Mortgage Loans in accordance with subparagraph 12.2. If the
net average service fee of the remaining Mortgage Loans is less than 0.495%, the Purchase
Price will be reduced by multiplying 2.0 times the true net servicing fee (e.g. net
service fee of 0.49% times 2.0 equals a purchase price of 0.98%, a 1 basis point
reduction). If the net average service fee of the remaining Mortgage Loans is greater
than 0.495%, the Purchase Price will be increased by multiplying 2.0 times the true net
servicing fee (e.g. net service fee of 0.50% times 2.0 equals a purchase price of 1.00%,
a 1 basis point increase). 



                (b)
In the event of the termination of the Servicing by an Investor as to any of the Mortgage
Loans, through no fault of Purchaser, within fifteen (15) months from the Transfer Date
(the date of the notice from the Investor shall be considered the termination date for
the purpose of this subparagraph) and for which a termination fee is not paid or is less
than the Purchase Price paid for such Mortgage Loans, then Seller agrees to reimburse
Purchaser for the Purchase Price paid for the Servicing of such Mortgage Loans based on
the unpaid principal balance at the time of termination, less any termination fees paid
to Purchaser, in relation to such Servicing as follows: 


  			
	
        (i)

      	
        Months 1 - 6:

      	
        100%

      
	
        (ii)

      	
        Months 7 - 15:

      	
        75%

      


   

  


4. COVENANTS OF PURCHASER. Purchaser
shall, subject to the terms and conditions of this Agreement, pay, perform and discharge
or cause to be paid, performed, and discharged all of the obligations relating to the
Transferred Assets assigned to Purchaser from and after the Sale Date. Purchaser further
agrees to accept and assume such obligations relating to the Servicing, Servicing
Agreements and the Mortgage Loans as shall be required by the Investors and as provided
in the agreements and documents executed by the parties pursuant to subparagraph 2.3 of
this Agreement.  




5. COVENANTS OF SELLER. Seller
covenants and agrees with Purchaser as follows:  



                (a)
Remaining Obligations. Seller shall pay, perform or discharge all of its liabilities and
obligations accruing before the Sale Date relating to the Servicing, the Related Escrow
Accounts and the Mortgage Loans, to the extent the same are unpaid or unfulfilled on the
Sale Date and except as expressly assumed by Purchaser pursuant to the terms hereof.  







	 	
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        For
the benefit of Purchaser and as its agent, Seller shall continue to pay, perform and
discharge all of Seller’s liabilities and obligations related to the Servicing, the
Related Escrow Accounts and the Mortgage Loans from the Sale Date to the Transfer Date,
in accordance with the terms and provisions of the Investor Guidelines and the Interim
Servicing Agreement. 



                (b)
Servicing Income. Except as otherwise provided in the Interim Servicing Agreement, all
monies received by Seller after the Sale Date relating to the Mortgage Loans and the
Accounts Receivable shall be promptly turned over to Purchaser and all servicing fees and
Ancillary Income accruing after the Sale Date with respect to the Servicing shall inure
to the benefit of Purchaser.  



                (c)
Correction of Material Errors. Seller shall, at the request of Purchaser, make a good
faith effort and diligently pursue the correction of any material errors or deficiencies
in any of the Mortgage Loans or related loan documentation. For purposes of this
provision, material shall refer to errors or deficiencies which are required to be
corrected by the Investors in accordance with the contractual obligations between Seller
and the Investors.  



                (d)
Assignment and Transfer. Unless previously recorded in the Investor’s name, as evidenced
of record in the Mortgage Loan file, Seller shall, at its expense, cause to be prepared,
executed, and, where applicable, recorded all documents necessary to legally transfer and
assign all right, title and interest in and to the Servicing of the Mortgage Loans from
Seller to Purchaser including, without limitation, the Mortgage Note endorsements and the
Recorded Assignments in to the name of MERS. Seller shall be responsible for obtaining
and shall pay the cost of securing the approval of the Investors, including payment of
any investor fees, sub-servicer fees or transfer fees due. In addition, Seller shall pay
any costs related to (i) obtaining the release of the Mortgage File and related Mortgage
Loan documents from the custodian of the Mortgage Loans, (ii) the cost of shipping the
Mortgage File and related Mortgage Loan documentation to Purchaser or a custodian
designated by Purchaser, and (iii) obtaining and delivering complete master file tape
information and any other electronically stored information.  



                (e)
Tax Payments. Provided the tax bill has been released by the taxing authority prior to
the Transfer Date, Seller shall pay to Purchaser any penalty charges or the amount of any
discounts lost as a result of a failure to pay tax bills which are due and payable on or
before the Transfer Date or thirty (30) days subsequent thereto, which are subsequently
incurred by Purchaser.  



                (f)
Defects. If any Mortgage Loan, including the Related Escrow Account for such Mortgage
Loan, is found defective or deficient in accordance with Investor Guidelines or such
defect or deficiency limits in any material respect the Purchaser’s ability to properly
service the Mortgage Loan (which defect existed as of the Transfer Date), other than a
servicing error by Purchaser after the Sale Date, Seller shall upon written notification
by Purchaser (i) correct or cure the defect to the reasonable satisfaction of Purchaser
and/or Investor within thirty (30) days or such time period allowed by the Investors, or
if such defect cannot be cured within such time period, (ii) repurchase the Servicing of
the Mortgage Loan and/or the Mortgage Loan from Purchaser as provided in subparagraph
12.2 of this Agreement, and (iii) hold harmless and indemnify Purchaser from any and all
claims, demands, liabilities or losses incidental thereto including reasonable attorney’s
fees and costs.  



                (g)
Casualty Loss. Seller shall be liable for any loss incurred by Purchaser as the result of
a casualty loss to any property subject to a Mortgage Loan where the loss occurs either
prior to or on the Transfer Date for such Mortgage Loan, if such loss is the direct
result of the expiration of any such insurance policies prior to the Transfer Date or is
due to the insufficiency (in accordance with Investor Guidelines) of any such insurance
coverage. In the event there is no evidence of insurance coverage on any Mortgage Loan as
of  









	 	
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the Transfer Date for such Mortgage
Loan, Seller shall provide such evidence within five (5) days of written request by
Purchaser or shall be responsible for the cost of Purchaser’s obtaining the necessary
insurance coverage to the extent such costs are not otherwise due, collectible, and
payable by the Mortgagor under the Mortgage Loan. 



                (h)
No Solicitation or Refinancing. After the Sale Date, neither Seller nor any affiliate,
parent, subsidiary, sub-servicer, or agent of Seller (the “Related Parties”) shall,
during the remaining term of any of the Mortgage Loans, (a) use information derived from
the origination, sale, or servicing of the Mortgage Loans to refinance any Mortgage Loan,
or (b) solicit in any manner any of the Mortgagors of the Mortgage Loans for the purpose
of refinancing or the sale of any other products. For purposes of this subparagraph,
advertising directed to (i) the general public, (ii) generic statement stuffers to all
Seller’s bank customers, (iii) general mailings to Seller’s bank customers, excluding
mailings for refinance products to any of the Mortgage Loans and (iv) mailings to parties
whose names were obtained through commercially available mailing lists shall not be
deemed to be a prohibited solicitation. Seller shall not direct any promotion or creation
of a mass mailing list nor shall Seller use a mass mailing list prepared where such
mailing list is structured to target Mortgagors of the Mortgage Loans.  



        In
the event Seller or the Related Parties violate the above covenant, Seller shall, upon
demand by Purchaser, pay to Purchaser a sum equal to the Purchase Price paid by Purchaser
for each Mortgage Loan which Seller or Related Parties has refinanced for a period of
time three (3) months before the violation and three (3) months after the violation.
Provided that such violation is within three (3) months of the Sale and Transfer Date,
Purchaser shall receive a full six (6) months protection from the Seller as to any
violation. 



                (i)
Prepaid Mortgage Loans. Seller shall reimburse Purchaser upon demand for the Purchase
Price paid for any Prepaid Mortgage Loans. In the event the Transfer Date is extended by
the Seller, the number of days during which Purchaser will be entitled to prepayment
protection from Seller, as contemplated herein, shall be extended for a like number of
days.  



                (j)
Compliance with Obligations. From and after the Sale Date through the Transfer Date,
Seller shall comply in all material respects with all of its obligations under all
contracts to which it is a party and with all applicable laws, regulations and other
guidelines of the Investors which might affect any of the Servicing of the Mortgage Loans
being purchased by Purchaser hereunder and Seller will do no act or thing which may cause
the cancellation of or otherwise materially and adversely affect any of the Servicing.  



                (k)
Investor Reports/Remittances. Seller has filed or timely will file all reports and
remittances required by Investor Guidelines. As of the Transfer Date, Seller will be in
compliance in all material respects with all applicable federal, state and municipal
laws, regulations and ordinances affecting the Servicing of the Mortgage Loans. Seller
shall report the interest payments of the Mortgagors under the Mortgage Loans and other
related payments and disbursements made during the period prior to the Transfer Date,
during which period Seller serviced or sub-serviced the Mortgage Loans. Seller shall be
responsible for providing Purchaser with accurate Tax Identification Numbers on all of
the Mortgagors of the Mortgage Loans and shall reimburse Purchaser or successfully
contest the Internal Revenue Service for any Internal Revenue Service penalties incurred
by Purchaser for any tax years prior to the Transfer Date as to Tax Identification Number
errors in the Mortgage Loan data base.  



                (l)
Investor Approval. The sale and assignment of Servicing under this Agreement is subject
to the consent and approval of the Investors, subject to subparagraph 2.2 herein. Seller
agrees to (i) pay all costs and fees relating to obtaining such approval, and (ii) use
due diligence to obtain such approval.  







	 	
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Purchaser will assist Seller and
complete any documentation and supply any information reasonably required in order to
obtain the approval of the Investors. 



                (m)
Optional Insurance Premiums. If, at any time after the Sale Date, Purchaser determines
that Seller received unearned optional insurance premiums from any Mortgagor(s), Seller
shall, upon demand from Purchaser reimburse Purchaser therefor within ten (10) days of
Purchaser’s written request for such reimbursement.  



                (n)
Tax Reporting Service. Seller shall, at its sole expense, transfer to Purchaser all
existing tax servicing contracts with First American Real Estate Tax Service.  



                (o)
Master Commitments. Seller shall make available to Purchaser, upon request, copies of all
commitments under which the Mortgage Loans were sold to the Investors.  



                (p)
Custodial Account Adjustments. On or before the Transfer Date, Seller shall correct and
fund all cash and collateral deficiencies with respect to the custodial accounts as
required by Investor Guidelines.  



                (q)
Mortgage Loans in Litigation. On or before ten (10) Business Days prior to the Transfer
Date, Seller shall disclose to Purchaser, in writing, all Litigation relating to any
Mortgage Loan. Purchaser shall have the right to exclude the Servicing of any such
Mortgage Loan in Litigation from this Agreement.  



6. POST CLOSING REQUIREMENTS. Seller
agrees to complete the following subsequent to the Sale Date:  



                (a)
Assignments. As provided for in subparagraph 5(d), Seller shall be responsible for
preparing and delivering all documents necessary to legally transfer and assign all
right, title and interest in and to the Servicing of the Mortgage Loans, including the
Recorded Assignments. Seller shall send the Recorded Assignments for recording on the
Transfer Date. Seller shall diligently pursue obtaining the Recorded Assignments and
shall deliver same to Purchaser immediately upon receipt.  



                (b)
Seller shall diligently pursue obtaining all documentation required for the due transfer
of the Servicing to Purchaser and for delivering such documentation to Purchaser within
the prescribed time limits set forth in the Investor Guidelines. 



                (c)
  Seller shall deliver, or cause to be delivered to Purchaser on the Transfer
  Date, all Mortgage Files. 



7. REPRESENTATIONS AND WARRANTIES OF
SELLER.  



        The
representations and warranties of Seller contained in this Agreement shall continue and
survive the purchase of the Servicing and the delivery and assignment to Purchaser of
such Servicing and shall inure to the benefit of Purchaser, its successors and assigns.
In addition to representations and warranties made elsewhere in this Agreement, Seller
represents and warrants to Purchaser, as of the Sale Date and through the Transfer Date,
as follows: 



7.1 Due Incorporation and Good
Standing. Seller is a national banking association, duly organized, validly existing, and
in good standing under the laws of the United States. Seller has in full force and effect  








	 	
10	 



















(without notice of possible
suspension, revocation or impairment) all required qualifications, permits, approvals,
licenses, and registrations (or is exempt from same) to conduct all activities in all
states in which its activities with respect to the Mortgage Loans or the Servicing
require it to be qualified or licensed. 



7.2 Authority and Capacity. Seller
has all requisite power, authority and capacity to execute and deliver this Agreement and
the Interim Servicing Agreement and to perform all of its obligations hereunder and
thereunder. Seller does not believe, nor does it have any cause or reason to believe,
that it cannot perform each and every covenant contained in this Agreement and the
Interim Servicing Agreement.  



7.3 Effective Agreement. The
execution, delivery and performance of this Agreement and the Interim Servicing Agreement
by Seller and consummation of the transactions contemplated hereby and thereby have been
or will be duly and validly authorized by all necessary association, shareholder or other
action. This Agreement and the Interim Servicing Agreement have been duly and validly
executed and delivered by Seller, and this Agreement and the Interim Servicing Agreement
are valid and legally binding agreements of Seller enforceable against Seller in
accordance with their respective terms, subject to applicable insolvency, bankruptcy,
reorganization, moratorium, or similar laws and principles of equity. Any requisite
consents or approvals of third parties to the execution and delivery of this Agreement
and the Interim Servicing Agreement or the performance of the transactions contemplated
hereby and thereby by Seller have been or will be obtained prior to the Transfer Date or
such other earlier date as expressly provided herein (except for Investor Approvals which
Seller will use commercially reasonable efforts to obtain subject to subparagraph 2.2
herein).  



7.4 No Conflict. Neither the
execution and delivery of this Agreement and the Interim Servicing Agreement nor the
consummation of the transactions contemplated hereby and thereby, nor compliance with
their respective terms and conditions, shall (a) violate, conflict with, result in a
material breach of, constitute a default under any of the terms, conditions or provisions
of the Articles of Incorporation or Bylaws or any similar corporate or organizational
documents of Seller, or other agreement or instrument to which Seller is now a party or
by which Seller is bound, or of any law, ordinance, rule or regulation of any
governmental authority applicable to Seller, or of any order, judgment or decree of any
court or governmental authority applicable to Seller, or (b) result in the creation or
imposition of any lien, charge or encumbrance of any nature upon, the Servicing or any of
the Mortgage Loans or the properties or assets of Seller.  



7.5 Approvals and Compliance. Seller
is approved and in good standing with the Investors. Seller is not in default with
respect to Seller’s obligations under Investor Guidelines, and Seller is in compliance in
all material respects with all applicable laws, regulations, rules and requirements
(including, without limitation, the rules, regulations and requirements of the Investors,
to the extent applicable) relating to the Servicing.  



7.6 Filing of Reports. Seller has
filed all reports required by the Investors with respect to the Mortgage Loans and the
Servicing, and Seller has complied in all material respects with federal, state and
municipal laws, regulations and ordinances affecting the Mortgage Loans and the
Servicing. Seller has filed all IRS Forms, as appropriate, which are required to be filed
with respect to the Servicing.  



7.7 Related Escrow Accounts. All
Related Escrow Accounts required to be maintained by Seller have been established and
continuously maintained in accordance with Applicable Requirements. Except as to payments
which are past due under the Mortgage Loans, all Related Escrow Account balances required
by the Mortgage Loans and paid to Seller for the account of the Mortgagors under the
Mortgage Loans are on deposit in the appropriate Related Escrow Accounts. Within the last
twelve (12) months, Seller has analyzed the payments required to be deposited into the
Related Escrow Account and adjusted the payment thereto in order to eliminate any
deficiency it may have discovered.  







	 	
11	 

















7.8 Accounts Receivable. The
Accounts Receivable are valid and subsisting accounts owing to Seller, are carried on the
books of Seller at values determined in accordance with generally accepted accounting
principles and are not subject to any set-offs or claims of the account debtor arising
from acts or omissions of, or otherwise known to, Seller.  



7.9 The Mortgage Loans.  



                (a)
Investor Requirements. Each Mortgage Loan conforms in all material respects to the
requirements and specifications of the Investors.  



                (b)
Enforceability of Mortgage Loan. The Mortgage Note and the related Mortgage Loan are
genuine and each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms. All parties to the Mortgage Note and the
Mortgage Loan had legal capacity to execute the Mortgage Note and the Mortgage Loan and
each Mortgage Note and Mortgage Loan have been duly and properly executed by such
parties. None of the Mortgage Loans are subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury, nor will the operation of any of
the terms of the Mortgage Note or the Mortgage Loan, or the exercise of any right
thereunder, render either the Mortgage Note or the Mortgage Loan unenforceable, in whole
or in part, or subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto.  



                (c)
Disbursement. The full original principal amount of each Mortgage Loan (net of any
discounts) has been fully advanced or disbursed to the Mortgagor named therein, there is
no requirement for future advances 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 satisfied. All costs, fees and expenses incurred in making, closing or
recording the Mortgage Loan were paid. There is no obligation on the part of Seller, or
of any other party, to make supplemental payments in addition to those made by the
Mortgagor.  



                (d)
Priority of Lien. Each Mortgage Loan has been duly acknowledged and recorded and is a
valid and subsisting first lien, excepted as disclosed on Appendix VII attached hereto,
and the mortgaged property is free and clear of all encumbrances and liens having
priority over the lien of the Mortgage Loan, except for (i) liens for real estate taxes
and special assessments not yet due and payable, (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record as of the
date of recording, acceptable to mortgage lending institutions generally and (iii) other
matters to which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage Loan or the
use, enjoyment, value or marketability of the related mortgaged property. There are no
mechanics or similar liens or claims which have been filed for work, labor or material
(and no rights are outstanding that under law could give rise to such lien) affecting the
mortgaged property which are or may be liens prior to, or equal or coordinate with, the
lien of the Mortgage Loan. A valid mortgagee’s title policy or attorney’s opinion letter,
if applicable, which meets Investor Guidelines has been issued and is and shall remain in
full force and effect for each such Mortgage Loan in an amount not less than the original
principal amount of such Mortgage Loan, which title policy insures that the related
Mortgage Loan is a valid first lien on the mortgaged property therein described and that
the mortgaged property is free and clear of all encumbrances and liens having priority
over the lien of the Mortgage Loan, subject to the exceptions set forth in this
subparagraph, and otherwise in compliance with the requirements of the Investors and the
applicable insurer. All tax identifications and property descriptions are legally
sufficient; tax segregation, where required, has been completed. The failure of Seller or
any servicer to have recorded intervening assignments of the Mortgage Loan will not cause
a delay in the subsequent release of any Mortgage Loan or otherwise subject Purchaser to
any liabilities or costs.  







	 	
12	 


















                (e)
No Default/No Waiver. There is no default, breach, violation or event of acceleration
(except as disclosed by Seller to Purchaser prior to the Sale Date) existing under any
Mortgage Loan, and no event has occurred which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration; and Seller has not waived any default, breach,
violation or event of acceleration. The terms of the Mortgage Loan have in no way been
waived, impaired, changed or modified, except by written instrument which has been
recorded, if necessary, and approved by the Investors. Seller has not advanced its funds
to cure a default or delinquency with respect to any such Mortgage Loans, except for
escrowed items.  



                (f)
Application of Funds. All payments received by Seller or any prior servicer with respect
to any Mortgage Loans have been remitted and properly accounted for as required by
Applicable Requirements. All funds received by Seller or any prior servicer in connection
with the satisfaction of Mortgage Loans, including but not limited to foreclosure
proceeds and insurance proceeds from hazard losses, have been deposited in the
appropriate principal and interest account or taxes and insurance account included among
the Related Escrow Accounts, and all such funds have been applied to reduce the principal
balance of the Mortgage Loans in question, or for reimbursement of repairs to the
mortgaged property or as otherwise required by Applicable Requirements or are and will be
in one of the Related Escrow Accounts on the Transfer Date. The unpaid balances of the
Mortgage Loans are as stated in the Mortgage Files to be delivered to Purchaser.  



                (g)
Compliance with Laws. Seller and any other party originally named as payee under the
Mortgage Notes have complied in all material respects, and Seller will continue to comply
through the Transfer Date, with every applicable federal, state, or local law, statute,
and ordinance, and any rule, regulation, or order issued thereunder, pertaining to the
subject matter of this Agreement, including, without limitation, real estate settlement
procedures, anti-predator laws, fair credit reporting, and every other prohibition
against unlawful discrimination or governing consumer credit, and also including, without
limitation, the Consumer Credit Reporting Act, Equal Credit Opportunity Act of 1975 and
Regulation B, Fair Credit Reporting Act, Truth in Lending Law, in particular, Regulation
Z as amended, the Flood Disaster Protection Act of 1973, and state consumer credit codes
and laws. Each party originally named as payee under the Mortgage Notes and as mortgagee
under the related Mortgage Loan was qualified to do business, to the extent required by
law, and had all requisite licenses, permits and approvals, in the state in which the
applicable mortgaged properties are located as well as the states in which such notes or
mortgages were executed.  



                (h)
Taxes. All taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments, ground rents relating to the Mortgage Loans have
been paid by Seller as required pursuant to Applicable Requirements and as herein
provided.  



                (i)
Insurance. All mortgaged properties are currently insured against loss by fire, hazards
or extended coverage insurance policies in accordance with Applicable Requirements If
required by the Flood Disaster Protection Act of 1973, each such property is covered by a
flood insurance policy in an amount not less than the lesser of (i) the outstanding
principal balance of the applicable Mortgage Loan, or (in) the maximum amount of
insurance that is available under such Act. All such insurance policies are in full force
and effect, and all premiums with respect to such policies have been paid.  



                (j)
Damage; Condemnation. As of the Sale Date, there exists no physical damage to the
mortgaged property from fire, flood, windstorm, earthquake, tornado, hurricane or any
other similar casualty, which physical damage would cause any Mortgage Loan to become
delinquent or adversely affect the value or  







	 	
13	 


















marketability of any Mortgage Loan,
the Servicing or the mortgaged property or the eligibility of the Mortgage Loan for
insurance benefits, or the amount of insurance benefits, by any Insurer. To the best of
Seller’s knowledge, there is no proceeding pending for the total or partial condemnation
of, or eminent domain with respect to, the mortgaged property. 



                (k)
Pools. All pools relating to the Mortgage Loans have been initially certified, finally
certified and/or re-certified in accordance with Applicable Requirements and Investor
Guidelines. All Pools relating to the Mortgage Loans shall be, when transferred to
Purchaser, eligible for recertification by Purchaser’s custodian, and Seller will be
responsible for curing any deficiencies, unless caused by Purchaser, that must be cured
in order for Purchaser to obtain such recertification. The principal balance outstanding
and owing on the Mortgage Loans in each pool equals or exceeds the amount owing to the
corresponding security holder of such pool.  



                (l)
Mortgage File. The Mortgage File contains each of the documents and instruments specified
to be included therein and required to be maintained by the Investors, duly executed and
in due and proper form. Each such document or instrument is genuine and in form
acceptable to the Investors and the information contained therein is true, accurate and
complete in all material respects.  



                (m)
Good Title. The sale, transfer and assignment by Seller to Purchaser of the Servicing,
and the instruments required to be executed by Seller and delivered to Purchaser pursuant
to Investor Guidelines or other contractual provisions, are, or will be on the Sale Date,
valid and enforceable in accordance with their terms and will effectively vest in
Purchaser good and marketable title to the Servicing, free and clear of any and all
liens, claims, or encumbrances, except for those encumbrances required by Investors’
rules and regulations and the Servicing Agreements. Seller has not previously assigned,
transferred or encumbered the Servicing. Except for the Servicing Agreements, there are
no contracts affecting the Mortgage Loans in the Servicing to which Purchaser will be
bound and no other party has any interest in the Mortgage Loans or the Servicing except
as required or permitted under Investor Guidelines.  



                (n)
Origination, Sale and Collection Practices. The origination, sale and collection
practices used by Seller or any prior originator or servicer with respect to each
Mortgage Loan have been in all material respects legal, proper, prudent and customary in
the mortgage lending business and consistent with Applicable Requirements.  



                (o)
Hazardous Material. To the best of Seller’s knowledge, no hazardous material, including
oil and asbestos, is present on, in, at or under the mortgaged property securing a
Mortgage Loan such that (a) the value of such mortgaged property is materially and
adversely affected, or (b) under applicable federal, state or local law, (i) such
hazardous material would be required to be eliminated before such mortgaged property
could be altered, renovated, demolished or transferred or (ii) the presence of such
hazardous material would (upon action by the appropriate governmental authorities)
subject the owner of such mortgaged property, or the holder of a security interest
therein, to liability for the cost of eliminating such hazardous material or the hazard
created thereby.  



7.10 Insurance. Error and omissions
and fidelity insurance coverage, in amounts as required by the Investors, is in effect
with respect to Seller and will be maintained until the transactions contemplated by this
Agreement and the Interim Servicing Agreement have been consummated in accordance with
the terms hereof and thereof.  



7.11 Litigation. There is no
litigation, claim, demand, proceeding or governmental investigation existing or pending,
or to the knowledge of Seller, threatened, or any order, injunction or decree
outstanding, against or  









	 	
14	 


















relating to Seller that could have a
material adverse effect upon the Servicing being purchased by Purchaser hereunder with
respect to any Mortgage Loan or the performance by Seller of its obligations under
Investor Guidelines, or result in loss or liability to Purchaser, nor does Seller know of
any basis for any such litigation, claim, demand, proceeding, or governmental
investigation. 



7.12 No Accrued Liabilities. There
are no accrued or contingent liabilities of Seller with respect to the Mortgage Loans or
Servicing or circumstances under which such accrued or contingent liabilities will arise
against Purchaser, with respect to occurrences prior to the Sale Date. In the event any
termination or transfer fee relating to the Servicing may be outstanding on the Transfer
Date, Seller assumes full responsibility for any such fee.  



7.13 Offering Information. The
Offering Information was true and correct in every material respect as of the date such
materials were furnished to Purchaser. The trial balances utilized in the computation of
the payments of the Purchase Price are true and correct in all material respects.  



7.14 Facts and Omissions. All of the
representations and warranties of Seller in this Agreement, the Closing Documents, the
Offering Information and the Offering Memorandum, (which instruments or documents shall
be deemed to be a part of this Agreement) are true in all material respects as of the
date of this Agreement and will be true in all material respects as of the Transfer Date.
None of the written representations, information or documentation furnished or to be
furnished by Seller to Purchaser in this Agreement or in the transactions contemplated
hereby has materially changed since it was made or furnished, nor is it or will it become
materially false or misleading, nor does it or will it contain any material misstatement
of fact or omit to state a material fact necessary in order to make the statements in
light of the circumstances in which they are made not misleading.  



7.15 No Cooperative Loans. None
of the Mortgage Loans are secured by liens or security interests on cooperative
properties.  



7.16 No Recourse Loans. None of
the Mortgage Loans have Recourse Obligations.  



7.17 Qualifications to
Representations. Due to the volume of Mortgage Files, Seller is making certain of its
representations and warranties without having necessarily performed any independent
inquiry or investigations. In no event shall a breach of any of Seller’s representations
and warranties with respect to any Mortgage Loan be used as evidence of or be deemed to
constitute bad faith, gross misconduct or fraud by Seller even if it is shown that Seller
would have known, if it had researched every Mortgage File, that such representations or
warranties were incorrect when made. In light of the foregoing, Purchaser understands
that certain of the Seller’s Servicing representations and warranties may unknowingly be
incorrect. The foregoing disclaimer by Seller shall in no event whatsoever alter or amend
Seller’s liabilities, obligations and responsibilities under this Agreement, including
without limitation the indemnification provisions of paragraph 12.  



8. REPRESENTATIONS AND WARRANTIES OF
PURCHASER.  



        Purchaser
represents and warrants to Seller as follows: 



8.1 Due Incorporation and Good
Standing. Purchaser is a federal savings bank, validly existing, and in good standing
under the laws of the United States. Purchaser has in full force and effect (without
notice of possible suspension, revocation or impairment) all required qualifications,
permits, approvals, licenses, and registrations (or is exempt from same) to conduct all
activities in all states in which its activities with respect to the Mortgage Loans or
the Servicing require it to be qualified or licensed.  












	 	
15	 


















8.2 Authority and Capacity.
Purchaser has all requisite corporate power, authority, and capacity to enter into this
Agreement and to perform the obligations required of it hereunder.  



8.3 Enforceability. This Agreement
constitutes a legal, valid and binding obligation of Purchaser, enforceable against
Purchaser, subject to applicable insolvency, bankruptcy, reorganization, moratorium, or
similar laws and principles of equity.  



8.4 Effective Agreement. The
execution, delivery and performance of this Agreement and the Interim Servicing Agreement
by Purchaser and consummation of the transactions contemplated hereby and thereby have
been or will be duly and validly authorized by all necessary corporate, shareholder or
other action. This Agreement and the Interim Servicing Agreement have been duly and
validly executed and delivered by Purchaser. The execution and performance of this
Agreement by Purchaser, its compliance with the terms hereof and the consummation of the
transactions contemplated (assuming receipt of the various consents required pursuant to
this Agreement) will not violate any provision of law applicable to it and will not
conflict with the terms or provisions of its charter or by-laws, or any other instrument
relating to the conduct of its business or the ownership of its property, or any other
agreement to which Purchaser is a party or by which it or its assets are bound.  



8.5 Statements Made. No
representation, warranty, or statement made by Purchaser in this Agreement or in any
document referred to herein or in any schedule, statement, or certificate hereafter
furnished pursuant to this Agreement or in connection with the transactions between
Seller and Purchaser provided for in this Agreement, contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact necessary to
make such statements not misleading.  



8.6 Investor Good Standing.
Purchaser is an approved Investor servicer and is in good standing with the
Investors as required in order to perform the Servicing.  



8.7 Litigation; Compliance with
Laws. There is no litigation, proceeding or governmental investigation pending or, to the
knowledge of Purchaser, threatened, or any order, injunction or decree outstanding,
against or relating to Purchaser which would materially and adversely affect the ability
of Purchaser to execute, deliver, and perform the terms of this Agreement, nor does
Purchaser know of any basis for any such litigation, proceeding, or governmental
investigation. Purchaser has not violated any applicable state or federal law governing
mortgage lending, including but not limited to, the Real Estate Settlement Procedures
Act, Truth-in-Lending Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, usury
laws, or any other regulation, ordinance, order, or decree, or any other requirement of
any governmental body or court, which would materially and adversely affect the ability
of Purchaser to execute, deliver, and perform the terms of this Agreement.  



9. CONDITIONS PRECEDENT TO
OBLIGATIONS OF PURCHASER.  



        The
obligations of Purchaser under this Agreement are subject to Purchaser’s satisfaction as
to each of the following conditions (unless waived in writing by Purchaser): 



9.1 Correctness of Representations
and Warranties. The representations and warranties made by Seller in this Agreement shall
be true and correct in all material respects on the Sale Date and shall continue to be
true and correct in all material respects on the Transfer Date. All such representations
and warranties are continuing and shall survive closing and funding pursuant to this
Agreement.  










	 	 16	 




















9.2 Compliance with Conditions. All
of the terms, covenants and conditions of this Agreement required to be complied with and
performed by Seller at or prior to the Sale Date and Transfer Date shall have been duly
complied with and performed to the reasonable satisfaction of Purchaser.  



9.3 Opinion of Counsel for Seller.
Seller shall cause to be delivered to Purchaser, prior to the Sale Date, opinion from
in-house counsel to Seller, in form and substance reasonably satisfactory to counsel to
Purchaser, to the effect that: (i) Seller has been duly organized and is validly existing
in the jurisdiction of its organization; (ii) Seller has full corporate power and
authority under its organizational documents to enter into and deliver the Closing
Documents and to perform the obligations required of it thereunder, in particular, the
power and authority to transfer all right, title, and interest in the Transferred Assets
and the Accounts Receivable, (iii) the Closing Documents have been duly authorized,
executed and delivered by Seller and do not and will not conflict with any of the terms
of Seller’s organizational documents or any other corporate governing instruments and
will not conflict with any material agreement, indenture, or other instruments which are
binding on Seller, (iv) other than Foreclosure actions in which Seller is the plaintiff,
there is no litigation, proceeding, or governmental investigation existing, pending, or
threatened, or any order, injunction, or decree outstanding, against or relating to
Seller, which is expected to have a material adverse effect upon (a) the rights being
transferred to Purchaser hereunder after the Sale Date, or (b) the obligations of Seller
under the Closing Documents which has not been disclosed by Seller to Purchaser or its
counsel in writing, (v) the Closing Documents constitute a legal, valid and binding
obligation of Seller.  



10. CONDITIONS PRECEDENT TO
OBLIGATIONS OF SELLER.  



        The
obligations of Seller under this Agreement are subject, at Seller’s option, to the
satisfaction, at or prior to the Sale Date, of each of the following conditions: 



10.1 Correctness of Representations
and Warranties. The representations and warranties made by Purchaser in this Agreement
are true and correct in all material respects and shall continue to be true and correct
in all material respects on the Transfer Date.  



10.2 Compliance with Conditions. All
of the terms, conditions, and covenants of this Agreement required to be complied with
and performed by Purchaser at or prior to the Transfer Date shall have been duly complied
with and performed.  



10.3 Opinion of Counsel for
Purchaser. Seller shall have received an opinion from in-house counsel to Purchaser in
connection with this transaction, prior to or on the Sale Date, in form and substance
reasonably satisfactory to counsel to Seller, to the effect that: (i) Purchaser is a
federal savings bank under the laws of the United States and its status is active, (ii)
Purchaser has full corporate power and authority under its organizational documents to
enter into and deliver this Agreement and the Interim Servicing Agreement and to perform
the obligations required of it hereunder and thereunder, (iii) the execution, delivery,
and performance of this Agreement and the Interim Servicing Agreement by Purchaser have
been duly authorized and do not and will not conflict with any of the terms of
Purchaser’s organizational documents, and (iv) this Agreement and the Interim Servicing
Agreement constitute legal, valid, and binding obligations of Purchaser enforceable under
applicable law, provided however, such statement shall not be construed as an opinion as
to the enforceability of any specific provision of this Agreement or the Interim
Servicing Agreement.  








	 	
17	 


















11. DELIVERY OF DOCUMENTS.  



        Within
two (2) Business Days following the Sale Date, Seller shall deliver to Purchaser an
electronic schedule in Excel format reflecting the information set forth in this
subparagraph 11.1 as of the close of business on the Sale Date. 



11.1 Schedule of Servicing. The
schedule shall be certified as being true and correct, by an officer of the Seller, and
shall contain the following information with respect to each Mortgage Loan: (i) Investor
name, (ii) loan number, (iii) the Mortgagor’s name, (iv) address of mortgaged property,
(v) unpaid principal balance, (vi) the interest rate provided in the Mortgage Note, (vii)
next date on which the mortgage payment is due, (viii) type of loan, (ix) amount held in
escrow for the account of the Mortgagor, (x) monthly principal and interest installment,
(xi) monthly escrow installment, (xii) net Servicing fee, (xiii) Bankruptcy code, as
applicable, and (xiv) Foreclosure code, as applicable. Seller will provide, within two
(2) Business Days after the Transfer Date, the Accounts Receivable on an individual basis
with respect to each such Mortgage Loan.  



12. INDEMNIFICATION OF PURCHASER AND
SELLER.  



12.1 Indemnification of Purchaser.
Seller shall indemnify and hold Purchaser harmless from, and will reimburse Purchaser for
any and all liabilities, losses, damages, deficiencies, claims, penalties, fines, out of
pocket costs or expenses, including without limitation reasonable attorneys’ fees and
court costs in preparation for or at trial, on appeal or in bankruptcy (“Seller’s
Indemnified Matters”) incurred by Purchaser after the Sale Date to the extent that
Seller’s Indemnified Matters result from:  



                (a)
any written misrepresentations made by Seller in this Agreement or in any schedule,
written statement, Appendix, or certificate furnished pursuant to this Agreement, the
Offering Information, or the Offering Memorandum; 



                (b)
any breach of a representation or warranty by Seller, or the non-fulfillment of any
covenant of Seller contained in this Agreement or in any schedule, statement, Appendix,
or certificate furnished pursuant hereto; 



                (c)
any defect in any Mortgage Loan existing as of the Sale Date (including those defects
subsequently discovered by Purchaser) which adversely affects the Mortgage Loans, the
value of the Servicing, or which is required to be cured pursuant to Investor Guidelines; 



                (d)
acts or omissions of Seller, any originator of Third Party Originated Loans or any prior
servicer with respect to issuer, originator, or lender responsibilities pursuant to
Investor Guidelines, or Applicable Requirements, or acts or omissions by any of the
foregoing relating to the Servicing prior to the Transfer Date, including, but not
limited to, compliance with all applicable Investor Guidelines, incomplete or erroneous
loan documentation, fraud at origination by any party, unapproved assumptions, data base
errors and omissions, erroneous ARM adjustments, inaccurate Tax Identification Numbers on
the Mortgagors of the Mortgage Loans, improper escrow disbursements, misquoted payoffs,
misapplied payments, failure to file timely notice of default or failure to pay or to
provide evidence of payment of taxes, insurance or other charges, including penalties and
interest, or hazard insurance claims not covered by insurance; 



                (e)
the failure or inability of Seller to produce the payment history on any Mortgage Loan
from the date of origination thereof; or 











	 	
18	 






















                (f)
any litigation, including without limitation, class action lawsuits, due to acts or
omissions prior to the Transfer Date. 



        Purchaser
agrees to promptly notify Seller in writing of the existence of any fact known to
Purchaser giving rise to any obligations of Seller under this Paragraph 12 and, in the
case of any claim or any litigation brought by a third party which may give rise to any
such obligations, Purchaser agrees to promptly notify Seller of the making of such claim
or the commencement of such action by a third party as and when the same become known to
Purchaser. Purchaser shall have the right to settle any claim for $5,000 or less;
provided that each such settlement shall be made in good faith and provided further that
the aggregate amount of claims so settled in accordance with this sentence without
Seller’s consent shall not exceed $25,000. Seller shall be entitled to participate in the
defense of any action brought by a third party against Purchaser which may give rise to
an obligation of Seller and, at its election, to direct the defense thereof at its own
expense if the claim exceeds $5,000. 



        All
indemnifications, representations, and warranties under this Agreement shall survive
termination and/or consummation of this Agreement. 



12.2 Repurchase of Mortgage Loans
and Servicing. In the event Purchaser discovers that any of the representations and
warranties made in this Agreement by Seller were not accurate in any material respect at
the time they were made by Seller, or if there exists a basis to demand indemnification
under subparagraph 12.1 hereof, and subject to the cure provision in subparagraph 5(f)
herein, in addition to any other rights and remedies it may have hereunder, at law or in
equity, Purchaser, subject to any limitations of the Investors, may demand that Seller
repurchase from Purchaser either (i) the Servicing as to those Mortgage Loans which are
affected by the inaccurate representation and warranty, or (ii) if such repurchase is
required by the Investor, such Mortgage Loans or the related mortgaged property. The
purchase price under this subparagraph for any repurchased Mortgage Loan shall equal the
sum of (w) Purchase Price percentage paid for such Servicing of the Mortgage Loan times
the unpaid principal balance of the Mortgage Loan at the time of repurchase, (x) if the
repurchase is of the Mortgage Loan, the aggregate unpaid principal balance of the
Mortgage Loan and all accrued and unpaid interest thereon at the time of repurchase by
Seller, (y) all sums paid by Purchaser as to such Mortgage Loan for the related Accounts
Receivables to the extent Purchaser has not been reimbursed for such Accounts Receivables
by the respective Mortgagors or otherwise, and (z) all other reasonable and customary
unreimbursed costs, expenses and advances incurred by Purchaser in connection with such
Mortgage Loan after the Transfer Date. After the Seller has the opportunity to cure such
defect or deficiency in accordance with subparagraph 5(f) herein and such defect or
deficiency can not be cure and Seller is required to either purchase a Mortgage Loan or
repurchase Servicing related to a Mortgage Loan from Purchaser, such purchase or
repurchase shall be accomplished within fifteen (15) Business Days following receipt from
Purchaser of written demand pursuant hereto. If Seller fails for any reason to purchase
or repurchase within the time period required under this Agreement, an additional penalty
of $500.00 will be assessed for each additional fifteen (15) day period until such
purchase or repurchase payment is received by Purchaser. Upon completion of such purchase
or repurchase by Seller, Purchaser shall forward to Seller all servicing records and all
documents relating to such repurchased Mortgage Loan(s).  



12.3 Indemnification of Seller.
Purchaser shall indemnify and hold Seller harmless from and will reimburse Seller for any
losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including
reasonable attorney’s fees and court costs at trial or on appeal or in bankruptcy
(“Purchaser’s Indemnified Matters”), incurred by Seller after the Sale Date to the extent
that Purchaser’s Indemnified Matters result from:  



                (a)
Any written misrepresentation made by Purchaser in this Agreement or in any schedule,
written statement, Appendix, or certificate furnished pursuant to this Agreement; 










	 	
19	 






















                (b)
Any breach of warranty by Purchaser, or the non-fulfillment of any covenant of Purchaser
contained in this Agreement or in any schedule, statement, Appendix, or certificate
furnished pursuant hereto; or 



                (c)
Acts or omissions of Purchaser relating to the Servicing subsequent to the Transfer Date. 



13. MISCELLANEOUS.  



13.1 Notification of the Mortgagors,
Taxing Authorities, Insurance Companies, the Investors, Etc. In accordance with Investor
Guidelines and state laws, Seller shall transmit to the Mortgagors of the Mortgage Loans,
the requisite taxing authorities, insurance companies and/or agents, Insurers and the
banks at which escrow deposits are maintained, notification of the assignment of the
Transferred Assets and instructions to deliver all payments, notices, tax bills,
insurance statements, and escrow account statements, as the case may be, to Purchaser
from and after such date. Seller shall use the letter attached hereto as Appendix V, as
Seller’s letter to the Mortgagors and Seller shall deliver the completed form of the
letter to Purchaser ten (10) Business Days prior to mailing. Purchaser shall approve or
disapprove the completed letter within three (3) Business Days after receipt.  



13.2 Supplementary Information.
Subsequent to the Transfer Date, Seller shall furnish Purchaser such information
supplementary to the information contained in the documents and schedules delivered
pursuant hereto as Purchaser may reasonably request. Seller will timely issue all
appropriate IRS tax forms or reports on all Mortgage Loans reflecting Seller’s servicing
activities during the time these loans were serviced or sub-serviced by Seller. In
addition, Seller shall be responsible for any reporting on the Mortgage Loans required
under the Home Mortgage Disclosure Act (HMDA) for periods prior to the Transfer Date.  



13.3 Further Assurances. Seller and
Purchaser will each, at the request of the other, execute and deliver to each other all
such other instruments that either may reasonably request in order to perfect the
conveyance, transfer, assignment, and delivery to Purchaser of the rights to be conveyed,
transferred, assigned, and delivered hereunder.  



13.4 Access to Information. Seller
shall provide Purchaser and its counsel, accountants, and other representatives,
reasonable access during normal business hours throughout the period prior to the
Transfer Date to all of Seller’s files, books, and records relating to the Servicing
rights being conveyed, transferred, assigned, and delivered to Purchaser pursuant hereto.
If the transactions contemplated by this Agreement are not consummated, Purchaser and its
representatives and affiliates shall treat all information obtained in such
investigation, not otherwise in the public domain, as confidential and Purchaser shall
return, or at Seller’s option, destroy all documents and information obtained from Seller
in conjunction with the proposed transaction. Purchaser shall provide Seller and its
counsel, accountants, and other representatives, reasonable access during normal business
hours to all of Purchaser’s files, books, and records relating to the collection of
Accounts Receivable and in connection with all matters pertaining to any claim of
Purchaser for indemnification by Seller.  



13.5 Broker’s Fees. Seller
represents and warrants to Purchaser that, except for Broker, there are no brokers,
finders or originators due a fee in this transaction. Seller agrees to pay any brokerage
fees due Broker, and hereby indemnifies and agrees to defend and hold Purchaser harmless
from and against any claim, demand, liability, loss or damage arising from any claim made
(including reasonable attorneys’ fees and court costs at trial or on appeal) by Broker
and any other broker, finder, or originator arising out of Seller’s actions.  









	 	
20	 






















Purchaser hereby agrees to indemnify
and hold Seller harmless from and against any loss or damage arising from any claim made
(including reasonable attorneys’ fees and court costs) by Broker and any other broker,
finder, or originator who asserts a claim based upon an engagement by Purchaser. 



13.6 Survival of Covenants,
Agreements, Representations and Warranties. Each party hereto covenants and agrees that
its covenants, agreements, representations and warranties in this Agreement and in any
document delivered or to be delivered pursuant hereto, shall survive the consummation of
this Agreement. Each Appendix attached to this Agreement shall be executed by the parties
hereto simultaneously with the execution of this Agreement and shall survive the
Consummation of this Agreement.  



13.7 Form of Payment to be Made. All
payments to be made hereunder shall be made by wire transfer in immediately available
federal funds, unless otherwise directed in writing by the recipient.  



13.8 Notices. All notices, requests,
demands, and other communications which are required or permitted to be given under this
Agreement shall be in writing and shall be given to the party at its address or facsimile
number set forth below. Each notice shall be deemed to have been duly given and received:
(a) as of the date and time the same are personally delivered with a receipted copy, (b)
if given by facsimile, when the facsimile is transmitted to the party’s facsimile number
specified below and confirmation of complete receipt is received by that transmitting
party during normal business hours or the next Business Day if not confirmed during
normal business hours; (c) if delivered by U. S. Mail, within three (3) days after
depositing with the United States Postal Service, postage prepaid by certified mail,
return receipt requested, or (d) if given by a nationally recognized or reputable
overnight delivery service within one (1) day after deposit with such delivery service. 


  	

        (a)

         

      	   	

        If to Purchaser, to:

      	

           

      	

        Ms. Carolyn Cragg 

          Senior Vice President 

          EverBank 

          8100 Nations Way 

          Jacksonville, FL 32256 

          Facsimile No. (904) 281-6206

      
	
	
	
	
	
	 	 	 	 	 
	

         

      	 	

        With a copy to:

      	

         

      	

        Mr. Tom Hajda 

          Senior Vice President 

          EverBank 

          8100 Nations Way 

          Jacksonville, FL 32256 

          Facsimile No. (904) 281-6206

      
	
	
	
	
	
	 	 	 	 	 
	

        (b)

      	 	

        If to Seller, to:

      	

         

      	

        Mr. Kevin B. Quinn 

          First Vice President, Secondary Marketing
  Manager 

          First Indiana Bank, N.A. 

          135 North Pennsylvania Street 

          Indianapolis, IN 46204 

          Facsimile No. (317) 859-4797

      
	
	
	
	
	
	 	 	 	 	 
	 	 	With a copy to:	 	Mr. Reagan K. Rick, Esq. 

          First Vice President, and Legal Counsel 

          First Indiana Bank, N.A. 

          135 North Pennsylvania Street 

          Indianapolis, IN 46204 

          Facsimile No. (317) 269-1292
	
	
	
	


  





	 	
21	 
















or to such other address or
facsimile number as Purchaser or Seller shall have specified in writing to the other. 



13.9 Waivers. Either Purchaser
or Seller may, by written notice to the other:  



                (a)
Extend the time for the performance of any of the obligations or other transactions of
the other; 



                (b)
Waive compliance with any of the terms, conditions or covenants required to be complied
with by the other hereunder; and 



                (c)
Waive or modify performance of any of the obligations of the other hereunder. 



The waiver of any party hereto or a
breach of any provisions of this Agreement shall not operate or be construed as a waiver
of any other or subsequent breach. 



13.10 Entire Agreement. This
Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other agreements between the parties. If the
terms of this Agreement conflict with the terms of any Appendices attached hereto, the
terms of this Agreement will control.  



13.11 Binding Effect. This Agreement
shall inure to the benefit of and bind the parties hereto and their successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer on any
person other than the parties hereto and their successors and assigns, any rights,
obligations, remedies or liabilities. Nothing contained herein shall prevent Purchaser
from selling the Servicing to a third party subsequent to the Transfer Date.  



13.12 Headings. Headings of the
paragraphs in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.  



13.13 Applicable Laws. This
Agreement shall be governed by and construed in accordance with the laws of the State of
Florida.  



13.14 Transfer Instructions. Seller
agrees to abide by all the terms and conditions of Purchaser’s Transfer Instructions
attached on Appendix IV and made a part hereof. If Purchaser finds that Seller has not
followed the Transfer Instructions after the Servicing has been transferred to Purchaser,
Seller agrees to reimburse Purchaser for any and all reasonable costs incurred by
Purchaser to comply with the Transfer Instructions.  



13.15 Severability. If any provision
of this Agreement or the application thereof to any person or circumstance shall, for any
reason and to any extent, be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other persons or circumstances shall not be
affected thereby but rather shall be enforced to the greatest extent permitted by law.  



13.16 Written Agreement. This
Agreement, the Appendices attached hereto and applicable Investor Guidelines constitute
the “written agreement” governing Seller’s sale of Servicing to Purchaser and Seller
shall continuously maintain all components of such “written agreement” as an official
record of Seller. If any of the Appendices are on magnetic media format, Seller agrees
that either the magnetic media version or a physical, printed version that may be
hereafter produced constitute a part of the “written agreement”, which Seller shall
continuously maintain as provided above.  










	 	
22	 



















13.17 Default by Seller. Subject to
subparagraph 13.19, any breach or default by Seller under this Agreement shall entitle
Purchaser to recover from Seller any sums due hereunder, including damages, and to pursue
any rights and remedies it may have at law or in equity under the laws of the State of
Florida.  



13.18 Default by Purchaser. Subject
to subparagraph 13.19, if Purchaser defaults in its obligation to purchase the Servicing
in accordance with the terms and conditions set forth herein, Seller shall be entitled to
recover damages and exercise any and all rights and remedies it may have at law or in
equity under the laws of the State of Florida.  



13.19 Dispute Resolution. Each party
covenants and agrees that any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach thereof, will be resolved by binding arbitration in
accordance with the then current Commercial Arbitration Rules of the American Arbitration
Association (“AAA”).  



                In
the event of any dispute or claim of any kind or nature, the prevailing party in such
dispute shall be entitled to recover from the nonprevailing party all fees and costs
associated with any arbitration, together with all of its reasonable costs, fees, and
expenses, including, but not limited to, witness fees, expert fees, consultant fees,
attorney (in-house and outside counsel), paralegal and legal assistant fees, costs, and
expenses and other professional fees, costs, and expenses whether suit be brought or not,
and whether at trial or on appeal, arising from or relating to: 



                (a)
Any arbitration proceedings, in which event the arbitrators shall have the power to enter
such an award; and/or 



                (b)
Any court, or other judicial or administrative proceedings (including, without
limitation, proceedings in bankruptcy, proceedings to enforce this subparagraph 13.19,
and proceedings in the nature of an appeal), in which event the court or governing body
having jurisdiction thereover shall have the power to enter such an award. 



Arbitration pursuant to this
subparagraph 13.19 may be initiated by either party to this Agreement by making a written
demand for arbitration and giving written notice to the other party of such demand for
arbitration, which written notice shall specify the provisions of this Agreement alleged
to be in dispute or in breach. The dispute shall be submitted to three arbitrators chosen
from a list provided by the AAA, one arbitrator being selected by Seller, one arbitrator
being selected by Purchaser, and within ten (10) days after the selection of the second
arbitrator, the two selected arbitrators shall select a third arbitrator. No individual
who is, or has at any time been, an officer, employee, representative, attorney or
consultant of Seller or Purchaser or any affiliate of either may serve as an arbitrator
without the express written consent of Seller and Purchaser. All arbitration hearings and
proceedings shall be held in Atlanta, Georgia. Each of the parties shall submit to
discovery and produce documents reasonably required by the arbitrators during arbitration
and in accordance with the then current Commercial Arbitration Rules of the AAA. Judgment
of the arbitrators shall be final and binding, and may be enforced in any court having
jurisdiction. During the pendency of any arbitration proceeding, either party may retain
any payments that may relate to the matter in dispute provided that such amounts do not
exceed the amount subject to dispute. 







	 	
23	 
















13.20 Wire Instructions. The
parties wire transfer instructions are as follows:  



        If to Seller: 



	  	  	Bank: First
      Indiana Bank 

      Name of Account: First Indiana Bank 

      ABA No.: 274070439 

      Account No.: 0640253700 

      Attn: Lisa Lindh; For further credit of: EverBank 

      (Sender’s name must be referenced on wire.) 






        If to Purchaser: 



	  	  	Bank: EverBank
      

      Name of Account: EverBank GOA 

      ABA No.: 063000225 

      Account No.: 0067601044 

      (Sender’s name and purpose of wire must be referenced on wire.) 






13.21 Counterparts Execution. This
Agreement may be executed in counterparts, each of which will constitute an original, but
all of which taken together will constitute one and the same agreement. A facsimile
signature shall be deemed an original for purposes of execution and delivery of this
Agreement in the absence of the original ink signature of a party.  



        IN
WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be
duly executed in its corporate name by one of its duly authorized officers, all as of the
date first above written. 



	Witnesses:	      	EVERBANK
	 	 	 
	____________________________	 	By:____________________________ 

                                                              Its: Senior Vice President
	____________________________	 	 
	 	 	
                                                                                (CORPORATE SEAL) 
	 	 	 
	 	 	FIRST INDIANA BANK, N.A.
	 	 	 
	____________________________	 	By:____________________________ 

                                                              Its:____________________________ 
	____________________________	 	 
	 	 	
                                                                                (CORPORATE SEAL) 






	 	
24	 


















APPENDIX I -
MORTGAGE LOANS  







	 	 25	 





















APPENDIX II -
ASSIGNMENT OF THE SERVICING OF THE MORTGAGE LOANS  



        That
FIRST INDIANABANK, N.A., a national banking association, whose mailing address is 135
North Pennsylvania Street, Indianapolis, Indiana 46204 assignor, in consideration of the
sum of TEN DOLLARS, and other valuable considerations, received from or on behalf of
EVERBANK, a federal savings bank, whose address is 8100 Nations Way, Jacksonville,
Florida 32256, assignee, at or before the delivery of these presents, the receipt whereof
is hereby acknowledged, does hereby grant, bargain, sell, assign, transfer and set over
unto the assignee, all of its right, title and interest in and to the Servicing of those
certain Mortgage Loans more particularly described at Appendix I to that certain
Agreement for Purchase and Sale of Servicing by and between assignor and assignee dated
as of March 29, 2005, which such Appendix I is incorporated by reference herein.  



        TO
HAVE AND TO HOLD, the same unto the assignee, its successors and assigns forever.  



        IN
WITNESS WHEREOF, the assignor has caused these presents to be executed as of March 29,
2005.  


 


Witnesses: 



	 	     	FIRST INDIANA BANK, N.A.
	 	 	 
	___________________________	 	
      By: ______________________________ 

      

	 	 	Name: ____________________________
	___________________________	 	Title: ___________________________ 
	 	 	 
	 	 	          (CORPORATE SEAL) 


STATE OF __________
 

  COUNTY OF _________ 



        The
foregoing instrument was acknowledged before me this 30th day of March, 2005, by
_________________________, ________ President of FIRST INDIANA BANK, N.A., a national
banking association, on behalf of the association, who either ____ is personally known
to me or ____ has produced identification in the form of _____________ driver’s license.  



	   	_________________________________ 

                                                     Print Name:______________________
                                                      

      Notary Public, State of _________
                                                      

      Commission No. __________________
                                                       

      My commission expires:






	 	
26	 


















APPENDIX III -
TRANSFER OF SERVICING  



THIS TRANSFER OF SERVICING, is made
as of March 31, 2005, by and between FIRST INDIANA BANK, N.A., a national banking
association (“Transferor”), and EVERBANK, a federal savings bank.  




R E C I T A L S:  




        1.
TRANSFEROR and EVERBANK entered into that certain Agreement for Purchase and Sale of
Servicing, dated as of March 29, 2005 (the “Purchase Agreement”), providing for, among
other things, the sale by TRANSFEROR to EVERBANK and the purchase by EVERBANK from
TRANSFEROR of all the right, title and interest of TRANSFEROR in and to the Servicing,
Related Escrow Accounts with respect to the Mortgage Loans, Mortgage Files and Accounts
Receivable, all as more particularly defined and described in the Purchase Agreement.  



        2.
TRANSFEROR is the lawful owner of the Servicing and Accounts Receivable and the custodian
of the Mortgage Files, Related Escrow Accounts and Buy-Down Funds, all as more
particularly defined and described in the Purchase Agreement.  



        NOW
THEREFORE, in consideration of Ten Dollars and other valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, TRANSFEROR, as the lawful owner of the
Servicing, and Accounts Receivable and the custodian of the Mortgage Files , Related
Escrow Accounts and Buy-Down Funds hereby sells, conveys, transfers, assigns and delivers
to EVERBANK, all its right, title and interest, as of the close of business on March 31,
2005, in and to the Servicing (including the Servicing Agreements) under applicable
Investor Guidelines, the Related Escrow Accounts and Buy-Down Funds with respect to the
Mortgage Loans, Mortgage Files and the Accounts Receivable, subject to the terms and
conditions of the Purchase Agreement. TRANSFEROR hereby represents to EVERBANK that it
has clear and unencumbered title (except for obligations under the Servicing Agreements)
to the Servicing and Accounts Receivable transferred herein and will warrant and defend
such title against the claims of all parties whomsoever. All capitalized terms herein
which are not defined shall have the same meaning as set forth in the Purchase Agreement.  



        IN
WITNESS WHEREOF, TRANSFEROR has caused this Transfer of Servicing to be duly executed by
its duly authorized officer as of March 29, 2005.  



Witnesses: 



	 	     	FIRST INDIANA BANK, N.A.
	 	 	 
	___________________________	 	
      By: ______________________________ 

      

	 	 	Name: ____________________________
	___________________________	 	Title: ___________________________ 
	 	 	 
	 	 	          (CORPORATE SEAL) 







	 	
27	 






















APPENDIX IV -
TRANSFER INSTRUCTIONS  







	 	
28	 

















APPENDIX V - GOOD
BYE LETTER  








	 	
29	 


















APPENDIX VI -
INTERIM SERVICING AGREEMENT  



        THIS
INTERIM SERVICING AGREEMENT (this “Agreement”) is entered into as of March 31, 2005, by
and among EVERBANK, a federal savings bank, whose address is 8100 Nations Way,
Jacksonville, Florida 32256, and FIRST INDIANA BANK, N.A. (“Interim Servicer”), whose
address is 135 North Pennsylvania Street, Indianapolis, Indiana 46204.  




W I T N E S E T H:  



        WHEREAS,
EverBank and Interim Servicer have entered into an Agreement for Purchase and Sale of
Servicing, dated as of March 29, 2005 (the “Purchase and Sale Agreement”); and  



        WHEREAS,
pursuant to the Purchase and Sale Agreement, Interim Servicer sold, assigned, conveyed,
transferred and delivered to EverBank all right, title and interest of Interim Servicer
in and to the Servicing relating to the Mortgage Loans, together with all rights related
thereto, all as more particularly described in the Purchase and Sale Agreement; and  



        WHEREAS,
the Purchase and Sale Agreement provides that at or prior to the Sale Date, EverBank and
Interim Servicer shall enter into an Interim Servicing Agreement regarding, among other
things (i) the obligations of Interim Servicer, or its sub-servicing agent, to perform
servicing functions with respect to the Mortgage Loans, and (ii) the compensation to be
paid by EverBank for the performance of such functions.  



        NOW
THEREFORE, for and in consideration of the premises, TEN DOLLARS, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
the mutual covenants made herein, EverBank and Interim Servicer agree as follows:  



        1.
DEFINITIONS.  



        For
the purposes of this Agreement, any term not defined herein which is defined in the
Purchase and Sale Agreement shall have the meaning set forth in the Purchase and Sale
Agreement. Other definitions are as follows: 



                (a)
Prepayment Interest Shortfall. The amount of interest required to be paid by the Servicer
to MBS Pool security holders due to shortfalls in interest collected as a result of
prepayments in full or partial prepayments.  



                (b)
Records. Include, but are not limited to work files, individual account books, documents,
files, correspondence, related information or data of any kind relating to the Servicing
of the Mortgage Loans. The term shall further include such records that are created by
EverBank or Interim Servicer during the term of this Agreement that relate to the
Servicing.  



                (c)
Serviced Mortgage Loans. The Mortgage Loans transferred pursuant to the Purchase and Sale
Agreement.  



                (d)
Servicing Fee Income. An amount equal to the sum of all principal and interest payments
on the Mortgage Loans received by Interim Servicer subsequent to the close of business on
the Sale Date, minus the amount due for any guaranty fees and the amounts due to the
Investors.  







	 	
30	 
















                (e)
Sub-Servicing Fee. The Sub-Servicing Fee payable to Interim Servicer for performing
sub-servicing of the Serviced Mortgage Loans shall be $5.00 for each full month of
servicing for each Serviced Mortgage Loan having an outstanding principal balance as of
the first day of the month.  



        2.
TERM.  



        The
term of this Agreement shall commence as of the close of business on the Sale Date, and
shall terminate on the last of the Transfer Dates. 



        3.
RELATIONSHIP OF EVERBANK AND INTERIM SERVICER.  



                (a)
Interim Servicer acknowledges that EverBank will own the Servicing and Records upon
closing of the Purchase and Sale Agreement and shall be entitled to all Servicing Fee
Income and fifty percent 50% of the late charge income after the Sale Date,
notwithstanding that the Servicing Agreements and/or the Records may remain in the
possession of Interim Servicer to facilitate the performance of sub-servicing activities
described herein during the term hereof. 



                (b)
As reasonably requested, Interim Servicer shall allow EverBank or any person or persons
authorized by EverBank full and complete access to the Records in its possession at any
time during normal business hours and shall make available its personnel to EverBank or
to such authorized persons at any time during normal business hours for the purpose of
responding to questions or inquiries regarding the Serviced Mortgage Loans, the Servicing
Agreements and the performance of Interim Servicer’s duties hereunder. 



                (c)
Interim Servicer acknowledges that the Related Escrow Accounts and any collections
received on the Serviced Mortgage Loans pursuant to the Servicing Agreements during the
term of this Agreement are for the account of the Mortgagors under the Mortgage Loans,
the Investors, or EverBank as their interests may appear. For convenience of
administration, the balances in the Related Escrow Accounts and any collections may
continue to be held in the bank accounts heretofore employed for such purpose, provided
that none of such funds shall be commingled by Interim Servicer with its own funds. 



        4.
SERVICING ACTIVITIES.  



        During
the term of this Agreement, Interim Servicer shall, on behalf of EverBank, sub-service
the Serviced Mortgage Loans in accordance with all applicable laws, the requirements of
any private mortgage insurers, the Servicing Agreements and the Investor Guidelines and
shall diligently collect and pursue collection of all payments due from the Mortgagors
under the Serviced Mortgage Loans as they become due, including but not limited to (i)
principal, (ii) interest, (iii) escrow deposits, (iv) advances for hazard insurance
premiums, payments with regard to liens, taxes, legal fees, Foreclosure costs, and other
miscellaneous advances, (v) late charges, (vi) assumption/transfer fees, (vii)
insufficient funds check charges, and (viii) optional insurance. Interim Servicer will
sub-service each Serviced Mortgage Loans, fulfilling each and every obligation, both
regulatory and contractual, arising hereunder or under any Servicing Agreement. Interim
Servicer shall exercise no less than the standard of care that it exercises in the
servicing of loans for its own account. 



        Among
the services to be provided by Interim Servicer during the term of this Agreement,
without limitation, are the following: 









	 	
31	 

















                (a)
Interim Servicer shall timely remit payments of principal and interest received in
accordance with Investor Guidelines to the Investors for each of the Serviced Mortgage
Loans, in accordance with the applicable Servicing Agreement, will make any necessary
deposits to or withdrawals from Related Escrow Accounts, will credit the Servicing Fee
Income and fifty percent 50% of the late charge income to EverBank and will remit to
EverBank such Servicing Fee Income and fifty percent 50% of the late charge income within
five (5) Business Days of the month end, provided however, Interim Servicer will remit to
EverBank within five (5) business days of the final Transfer Date the remaining funds due
under this Agreement. In addition, Interim Servicer will timely remit any optional
insurance premiums, including without limitation private mortgage insurance, to the
appropriate insurance carrier. Furthermore, Interim Servicer will submit reports,
certified as being true and correct by a duly authorized officer of Interim Servicer,
verifying the accuracy of the foregoing. 



                (b)
Interim Servicer shall keep and maintain a complete and accurate accounting, satisfactory
to EverBank, of all funds collected and paid relating to the Serviced Mortgage Loans and
the Servicing Agreements. EverBank or persons authorized by EverBank may, at EverBank’s
expense, audit all accounting records relating to Interim Servicer’s compliance with this
Agreement and Interim Servicer and EverBank agree to make any adjustments which are
necessary as a result of such audit. 



                (c)
Interim Servicer will maintain and employ throughout the term hereof a sufficient number
of qualified employees to perform the servicing activities to be carried out hereunder in
an efficient and professional manner, in no event less diligently than was carried out by
Interim Servicer when it was the owner of the Servicing. 



                (d)
Interim Servicer shall continue to deliver to the Investors those reports, information or
computer tapes relating to the Serviced Mortgage Loans that Interim Servicer delivered in
the ordinary course of business and in accordance with the Servicing Agreements with the
Investors immediately prior to the Sale Date. Such reports, information or computer tapes
shall be timely delivered. If requested by EverBank, it shall be entitled to review such
reports or information prior to their delivery to the Investors. 



                (e)
Interim Servicer shall not, without the prior written consent of EverBank, destroy any
Records in its possession. 



                (f)
Interim Servicer shall handle all collection and Foreclosure efforts with the Mortgagors
of Serviced Mortgage Loans in its own name and provide and handle all delinquency notices
in its own name. 



                (g)
Interim Servicer shall collect and accept payments from the Mortgagors on the Serviced
Mortgage Loans in compliance with applicable Servicing Agreements, private mortgage
insurance companies, and other appropriate regulatory agencies’ guidelines. 



                (h)
Interim Servicer shall pay all real estate taxes so as to obtain the maximum discount and
in any event pay all taxes which are due and payable on or prior to the Transfer Date or
thirty (30) days subsequent thereto. 



                (i)
Interim Servicer shall prepare and record a Satisfaction of Mortgage Loan for each
Mortgage Loan that is paid in full during the term of this Agreement. This obligation
shall survive termination of this Agreement. 









	 	
32	 






















        5.
RELATED ESCROW ACCOUNTS.  



        The
Related Escrow Accounts will continue to be held in the name of Interim Servicer during
the term of this Agreement and the Interim Servicer shall retain the economic benefit of
such accounts. Interim Servicer shall be responsible for any Prepayment Interest
Shortfall during the term of this Agreement. 



        6.
FORECLOSURE.  



        During
the term of this Agreement, Interim Servicer agrees to take the following actions with
respect to Mortgage Loans which are Ninety (90) Days Delinquent or more: 



                (a)
notify EverBank as Mortgage Loans become Ninety (90) Days Delinquent, 



                (b)
perform all services, including but not limited to, the filing of a foreclosure action by
an attorney approved by EverBank, and 



                (c)
perform all services required by the Servicing Agreements and any mortgage insurance
contracts with respect thereto. 



        7.
INSURANCE.  



        Interim
Servicer shall maintain, at its expense, throughout the term hereof for itself, fidelity
and errors and omissions bond coverage covering all employees handling funds, monies,
documents and papers, including those received or held for the Investors, with respect to
performance of servicing hereunder, in amounts which equal or exceed the amounts required
by the Investors and with carriers reasonably satisfactory to the Investors. Interim
Servicer shall provide to EverBank on the Sale Date evidence satisfactory to EverBank of
compliance with the requirements of this paragraph. In addition, Interim Servicer shall
provide EverBank or any person authorized by EverBank full and complete access during
normal business hours to copies of then current policies of insurance required hereunder.
Interim Servicer shall notify EverBank in writing within five (5) Business Days of
receipt of any notice from any insurance carrier which would alter the insurance coverage
so that such coverage is not in compliance with the foregoing provisions. 



        8.
SUB-SERVICING FEE; ANCILLARY INCOME.  



                (a)
EverBank shall pay to Interim Servicer the Sub-Servicing Fee. Interim Servicer shall
perform all of its obligations hereunder at Interim Servicer’s expense, except as
otherwise specifically provided herein. 



                (b)
Interim Servicer shall be entitled to any economic benefit of the custodial accounts and
all the Ancillary Income received during the term of this Agreement less fifty percent
50% of the late charge income. 



                (c)
The Sub-Servicing Fee shall be prorated in the event this Agreement is terminated on any
day other than the last Business Day of a calendar month. The Sub-Servicing Fee shall be
netted out of the payment of Servicing Fee Income. A statement of the Servicing Fee
Income, Ancillary Income and Sub-Servicing Fee, certified as being true and correct by a
duly authorized officer of Interim Servicer shall be delivered to EverBank at such time
as the Servicing Fee Income and fifty percent 50% of the late charge income are remitted
to EverBank. The Sub-Servicing Fee is subject to verification and approval by EverBank
within five (5) Business Days after receipt of Interim Servicer’s certification. 









	 	
33	 


















        9.
TERMINATION.  



        This
Agreement shall terminate at the expiration of the Term provided herein. Upon termination
of this Agreement, the terms and conditions of the Purchase and Sale Agreement shall
control. Notwithstanding the foregoing, EverBank shall be entitled to retain or be paid
all Servicing Fee Income and fifty percent 50% of the late charge income on payments
collected on the Serviced Mortgage Loans through the date of termination and Interim
Servicer shall be entitled to retain or be paid a pro-rata share of the Sub-Servicing Fee
collected on the Mortgage Loans through the date of termination. Such payments shall be
paid promptly and in accordance with this Agreement. In addition, in the event this
Agreement terminates as a result of the transfer of all of the Serviced Mortgage Loans,
Interim Servicer shall pay over to EverBank any collections it receives on the Serviced
Mortgage Loans after termination of this Agreement promptly after receipt thereof,
including but not limited to the Related Escrow Accounts. 



        10.
INDEMNIFICATION.  



        Interim
Servicer shall indemnify and hold EverBank harmless from, and will reimburse EverBank for
any losses, damages, deficiencies, costs, claims or expenses (including reasonable
attorneys’ fees and court costs) incurred by EverBank to the extent that such loss,
damage, deficiency, claim, cost or expense results from negligence in performing any act
or omission of Interim Servicer in the performance of its duties hereunder. EverBank
shall indemnify and hold Interim Servicer harmless from, and will reimburse Interim
Servicer for any losses, damages, deficiencies, claims or expenses (including reasonable
attorneys’ fees and court costs) incurred by Interim Servicer to the extent that such
loss damage, deficiency, claim, cost or expense results from any act or omission of
EverBank in the performance of its duties hereunder. 



        11.
MISCELLANEOUS.  



                (a)
This Agreement may not be modified or changed except by an instrument in writing duly
executed by all the parties hereto. 



                (b)
This Agreement shall be construed and enforced in accordance with the laws of the State
of Florida. 



                (c)
Headings of the paragraphs in this Agreement are for reference purposes only and shall
not be deemed to have any substantive effect. 



                (d)
All payments to be made hereunder shall be made by wire transfer in immediately available
funds, unless otherwise directed in writing by the intended recipient. 



                (e)
If any provision of this Agreement or the application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby but rather shall be enforced to the greatest
extent permitted by law. 



                (f)
All notices, requests, demands, and other communications which are required or permitted
to be given under this Agreement shall be in writing and shall be given to the party at
its address or facsimile number set forth below. Each notice shall be deemed to have been
duly given and received: (a) as of  








	 	
34	 






















the date and time the same are
personally delivered with a receipted copy, (b) if given by facsimile, when the facsimile
is transmitted to the party’s facsimile number specified below and confirmation of
complete receipt is received by that transmitting party during normal business hours or
the next Business Day if not confirmed during normal business hours; (c) if delivered by
U. S. Mail, within three (3) days after depositing with the United States Postal Service,
postage prepaid by certified mail, return receipt requested, or (d) if given by a
nationally recognized or reputable overnight delivery service within one (1) day after
deposit with such delivery service. 



  	


        (a)

         

      	   	


        If to EverBank, to:

      	


           

      	


        Ms. Carolyn Cragg 

          Senior Vice President 

          EverBank 

          8100 Nations Way 

          Jacksonville, FL 32256 

          Facsimile No. (904) 281-6206

      
	
	
	
	
	
	 	 	 	 	 
	


         

      	 	


        With a copy to:

      	


         

      	


        Mr. Tom Hajda 

          Senior Vice President 

          EverBank 

          8100 Nations Way 

          Jacksonville, FL 32256 

          Facsimile No. (904) 281-6206

      
	
	
	
	
	
	 	 	 	 	 
	


        (b)

      	 	


        If to Interim Servicer, to:

      	


         

      	


        Mr. Kevin B. Quinn 

          First Vice President, Secondary Marketing
  Manager 

          First Indiana Bank, N.A. 

          135 North Pennsylvania Street 

          Indianapolis, IN 46204 

          Facsimile No. (317) 859-4797

      
	
	
	
	
	
	 	 	 	 	 
	 	 	With a copy to:	 	Mr. Reagan K. Rick, Esq. 

          First Vice President, and Legal Counsel 

          First Indiana Bank, N.A. 

          135 North Pennsylvania Street 

          Indianapolis, IN 46204 

          Facsimile No. (317) 269-1292
	
	
	
	


  




or to such other address or
facsimile number as EverBank or Interim Servicer shall have specified in writing to the
other. 



                (g)
This Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their respective successors and permitted assigns. 



                (h)
All obligations of payment and indemnities contained herein shall survive the termination
of this Agreement. 








	 	
35	 
















        IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first above written.  



	 	      	EVERBANK
	 	 	 
	 	 	By:____________________________
      

                                                              Its: Senior Vice President
	 	 	 
	 	 	                  (CORPORATE
      SEAL) 
	 	 	 
	 	 	FIRST INDIANA BANK, N.A.
	 	 	 
	 	 	By:____________________________
      

                                                              Its:____________________________ 
	 	 	 
	 	 	                  (CORPORATE
      SEAL) 






	 	
36	 























APPENDIX VII -
SECOND MORTGAGE LOANS  







	 	
37	 




















AGREEMENT FOR
PURCHASE AND SALE OF SERVICING  





BY AND BETWEEN  





FIRST INDIANA BANK,
N.A.  




SELLER  




AND  




EVERBANK  




PURCHASER  




DATED  




AS OF  




MARCH 29, 2005  







	 	
	 


















TABLE OF CONTENTS 


	 1	 DEFINITIONS	 1
	  	  	  	  
	 2	 SALE AND TRANSFER
      OF SERVICING	 5
	  	 2.1	 Sale	 5
	  	 2.2	 Investor Approval	 5
	  	 2.3	 Transfer Documents	 5
	  	 2.4	 Interim Servicing	 5
	  	  	  	  
	 3	 CONSIDERATION	 6
	  	 3.1	 Purchase Price	 6
	  	 3.2	 Accounts Receivable	 6
	  	 3.3	 Payment of the Purchase
      Price; Holdback	 6
	  	 3.4	 Adjustments to Purchase
      Price	 7
	  	  	  	  
	 4	 COVENANTS
      OF PURCHASER	 7
	  	  	  	  
	 5	 COVENANTS
      OF SELLER	 7
	  	  	  	  
	 6	 POST CLOSING
      REQUIREMENTS	 10
	  	  	  	  
	 7	 REPRESENTATIONS
      AND WARRANTIES OF SELLER	 10
	  	 7.1	 Due Incorporation and
      Good Standing	 10
	  	 7.2	 Authority and Capacity	 11
	  	 7.3	 Effective Agreement	 11
	  	 7.4	 No Conflict	 11
	  	 7.5	 Approvals and Compliance	 11
	  	 7.6	 Filing of Reports	 11
	  	 7.7	 Related Escrow Accounts	 11
	  	 7.8	 Accounts Receivable	 12
	  	 7.9	 The Mortgage Loans	 12
	  	 7.10	 Insurance	 14
	  	 7.11	 Litigation	 14
	  	 7.12	 No Accrued Liabilities	 15
	  	 7.13	 Offering Information	 15
	  	 7.14	 Facts and Omissions	 15
	  	 7.15	 No Cooperative Loans	 15
	  	 7.16	 No Recourse Loans	 15
	  	 7.17	 Qualifications to Representations	 15
	  	  	  	  
	 8	 REPRESENTATIONS
      AND WARRANTIES OF PURCHASER	 15
	  	 8.1	 Due Incorporation and
      Good Standing	 15
	  	 8.2	 Authority and Capacity	 16
	  	 8.3	 Enforceability	 16
	  	 8.4	 Effective Agreement	 16
	  	 8.5	 Statements Made	 16
	  	 8.6	 Investor Good Standing	 16
	  	 8.7	 Litigation; Compliance
      with Laws	 16
	  	  	  	  
	 9	 CONDITIONS
      PRECEDENT TO OBLIGATIONS OF PURCHASER	 16
	  	 9.1	 Correctness of Representations
      and Warranties	 16








	 	
i	 









	  	 9.2	 Compliance with Conditions	 17
	  	 9.3	 Opinion of Counsel for
      Seller	 17
	  	  	  	  
	 10	 CONDITIONS
      PRECEDENT TO OBLIGATIONS OF SELLER	 17
	  	 10.1	 Correctness of Representations
      and Warranties	 17
	  	 10.2	 Compliance with Conditions	 17
	  	 10.3	 Opinion of Counsel for
      Purchaser	 17
	  	  	  	  
	 11	 DELIVERY OF
      DOCUMENTS	 18
	  	 11.1	 Schedule of Servicing	 18
	  	  	  	  
	 12	 INDEMNIFICATION
      OF PURCHASER AND SELLER	 18
	  	 12.1	 Indemnification of Purchaser	 18
	  	 12.2	 Repurchase of Mortgage
      Loans and Servicing	 19
	  	 12.3	 Indemnification of Seller	 19
	  	  	  	  
	 13	 MISCELLANEOUS	 20
	  	 13.1 	 Notification of the
      Mortgagors, Taxing Authorities, Insurance Companies, the Investors, Etc.	 20
	  	 13.2	 Supplementary Information	 20
	  	 13.3	 Further Assurances	 20
	  	 13.4	 Access to Information	 20
	  	 13.5	 Broker’s Fees	 20
	  	 13.6 	 Survival of Covenants,
      Agreements, Representations and Warranties	 21
	  	 13.7	 Form of Payment to be
      Made	 21
	  	 13.8	 Notices	 21
	  	 13.9	 Waivers	 22
	  	 13.1	 Entire Agreement	 22
	  	 13.11	 Binding Effect	 22
	  	 13.12	 Headings	 22
	  	 13.13	 Applicable Laws	 22
	  	 13.14	 Transfer Instructions	 22
	  	 13.15	 Severability	 22
	  	 13.16	 Written Agreement	 22
	  	 13.17	 Default by Seller	 23
	  	 13.18	 Default by Purchaser	 23
	  	 13.19	 Dispute Resolution	 23
	  	 13.2	 Wire Instructions	 24
	  	 13.21	 Counterparts Execution	 24
	  	  	  	  
	  
      APPENDIX I - MORTGAGE LOANS	 25
	  
      APPENDIX II - ASSIGNMENT OF MORTGAGE LOANS	 26
	  
      APPENDIX III - TRANSFER OF SERVICING	 27
	  
      APPENDIX IV - TRANSFER INSTRUCTIONS	 28
	  
      APPENDIX V - GOOD BYE LETTER	 29
	  
      APPENDIX VI - INTERIM SERVICING AGREEMENT	 30
	  
      APPENDIX VII - SECOND MORTGAGE LOANS	 37








	 	
ii