Exhibit 2.7
 LOAN SALE AND TRANSFER OF SERVICING AGREEMENT
 THIS LOAN SALE AND TRANSFER OF SERVICING AGREEMENT Agreement Effective Date FIRST FINANCIAL BANK, NATIONAL
ASSOCIATION Buyer IRWIN UNION BANK AND TRUST COMPANY Seller Section 1
 RECITALS
  AGREEMENT
  Definitions
 Affiliate
 Assignment Section10(b)(ii)(D)
 Broker Section 14(a)
 Business Day
 Closing Section 10(a)
 Closing Date Section 10(a)
 Cut-Off Date Section 4
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Escrow Agreement Section8(c)(ii)
 Escrow Agent
 Evaluation Material Section
5(a)(ii)
 FHA
 FHA Loan
 FHLB
 FHLB Pledged Loans
 FR
 FR Pledged Loan
 Government Authorization
 Governmental Entity
 Hazardous Substance or Substances
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Inspection Period Section 5(b)
 Inspections Section 5(b)
 Interim Servicing Agreement Section
3
 Interim Servicing Period Section
3
 Knowledge of Seller
 Legal Requirement
  Loan Documents  Section 2
 Loan Files Section7(e)(iii)
  Loans  Schedule I
 Losses Section 5(d)
 Lien
 Mortgages
 Non-Compliant Loan, Loan Document and/or Property Section 5(f)
 Notes
 Notice Letter Section10(b)(ii)(B)
 Obligor Section7(e)(vi)
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Person
 Power of Attorney Section 25
 Principal Loan Documents Section
2
 Property Section5(a)(ii)
 Purchase Price Section 4
 Redemption Section8(c)(i)
 Redemption Escrow Section
8(c)(ii)
 Redemption Period Section
8(c)(i)
 Regulatory Approvals
 Repurchase Price Section 8(c)
 Seller Broker Section 14(b)
 Seller Parties Section 5(d)
 Servicing Section 3
 Survival Obligations Section
8(a)
 Title Company
 UCC-3s Section10(b)(ii)(F)
 USA
Patriot Act Section 7(i)   VA
 VA Loan
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Sale and Purchase Principal Loan Documents Loan Documents
 Transfer of Servicing Servicing Interim Servicing
Period Exhibit
G
 Purchase Price Purchase Price Cut-Off Date
 Right to Inspect; Right to Terminate
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(i)
    
    Copies of the Loan Documents; and(ii)
    
    Certain other information (the Evaluation Material)
in Sellers actual possession and control, such as property operating
statements, rent rolls, collateral security descriptions and listings, lease
agreements, estoppels, property condition reports, environmental reports,
appraisal reports, lien search reports, title insurance policies, insurance
policies and/or insurance certificates, and other material pertaining to the
Loans or the property encumbered by the Loan Documents (the Property)
to the extent (A) not subject to any confidentiality agreement or privilege,
(B) unrelated to Sellers internal approval and review process, and (C) not
deemed proprietary or confidential by Seller, in its reasonable discretion.
 Inspections Section 5 Inspection Period
  Seller Parties Losses Section 5
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Non-Compliant Loan, Loan Document and/or Property provided, however Section 8
 Buyer Representations
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Seller Representations and Warranties
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(i)
    
    Immediately prior to the transfer to Buyer of the Loans under
this Agreement, Seller was the sole legal, beneficial, equitable and record
owner and holder of the Loans, and is transferring the Loans, free and clear of
any Lien or other interest in the Loans, and Seller has not entered into any
agreement with any person or entity other than Buyer granting an option to
purchase the Loans.(ii)
    
    All Loans have been made and maintained (including the risk
rating of the Loans) in the ordinary course of Sellers business, in accordance
with Sellers customary lending standards and written loan policies and in
compliance with all applicable Legal Requirements. No Loan is usurious and each
Loan either meets or is exempt from any usury laws or regulations. Seller has
complied with all applicable federal or state laws, regulations or other
requirements on consumer credit, equal credit opportunity, fair housing and
truth-in-lending.(iii)
    
    Sellers loan files (whether in Sellers possession or in the
possession of any custodian) for the Loans (collectively, the Loan
Files) contain the Loan Documents, including originals of the Principal
Loan Documents. True and complete copies of all Loan Documents governing,
evidencing or otherwise relating to the Loans, along with any and all written
modifications and amendments thereto, have been furnished to Buyer, and such
Loan Documents are the only agreements and documents containing the complete
terms of the agreement between each of the Obligors and Seller regarding the
Loans and the Property. The Loan Files accurately reflect the payment history
through the applicable date thereof, the outstanding balance of the Loans, as
of the date indicated therein, and all receipts pertaining to the Loans, from
the Obligor(s) thereof and all credits to which such Obligor(s) are entitled as
of the date indicated therein. The name of each Obligor, each Obligors
address and contact information,
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Seller loan number, outstanding principal balance of Loan, interest rate,
next payment date, monthly payment amount, date last payment received,
amount of last payment received, manner of payment received, date last
payment was booked by Seller, tax escrow amount, insurance escrow amount,
and amount of any other escrows, holdbacks or impounds, pertaining to the
Loans, all as set forth on Schedule I, are accurate in all material
respects as of the date indicated in such schedule.(iv)
    
    No taxes or other liability of Seller shall accrue against or
be collected from Buyer out of any Loan by reason of the purchase thereof by
Buyer. Seller has paid or caused to be paid any and all license, franchise,
intangible, stamp or other tax or fee due and owing to any state where a Loan
originated, or any political subdivision thereof, arising from or relating to
the acquisition, collection or holding of any Loan by the Seller.(v)
    
    Neither Seller nor any of its agents, officers, employees or
representatives has been guilty of any civil or criminal fraud with respect to
the creation of any Loan or with respect to the transfer, assignment and sale
of the same to Buyer hereunder.(vi)
    
    No Loan is (i) thirty (30) days or more past due in the payment
of any required principal or interest, (ii) on non-accrual status, or (iii)
substandard, classified or criticized under any loan classification policy or
requirement promulgated by any regulatory authority having jurisdiction over
Seller. No Loan has matured in accordance with its terms. All Loan Documents
are correct in amount. To the Knowledge of Seller, the Loan Documents contain
genuine signatures of the parties thereto, including, but not limited to makers
and endorsers and of Seller. The Loan Documents are supported by adequate
consideration and are enforceable by Buyer or its successors and assigns in
accordance with their respective terms (except as such enforceability may be
limited by bankruptcy or creditors relief laws of general application),
represent the valid and legally binding obligation of the obligor, maker,
co-maker, guarantor, endorser or debtor (such person or entity referred to as
an Obligor) thereunder, and are evidenced by legal, valid and binding
instruments executed by the Obligor, each of which at the time of such
execution, to the Knowledge of Seller, had capacity to contract, and none of
the obligations represented by the Loan Documents have been modified,
subordinated, altered, forgiven, discharged or otherwise disposed of except as
indicated by the Loan Documents and contained among the Loan Files, as
applicable, or as a result of bankruptcy or other debtors relief laws of
general application. No Obligor has any right of rescission pursuant to the
Truth in Lending Act or other Legal Requirement which has not expired or
otherwise terminated. No Obligor on any Loan is in bankruptcy and none of the
Loans is subject to any offsets or claims of offset, or claims of other
liability on the part of Seller.
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(vii)
    
    No Loans have been sold subject to an agreement to repurchase.(viii)
    
    The origination (or acquisition, as the case may be), servicing and
collection practices used with respect to the Loans by the Seller and, to the
Sellers knowledge, by any prior holder of the Loans, have been in all respects
legal, proper and prudent, have met customary industry standards, including,
without limitation, all Applicable Servicing Requirements (as such term is
defined in the Interim Servicing Agreement) and have been in compliance in all
material respects with all Legal Requirements. Any and all servicers
designated to service the Loans by Seller or on behalf of Seller and, to
Knowledge of Seller, designated on behalf of any prior holder of the Loans have
complied with all of their obligations under their respective servicing
agreements with respect to the Loans. Seller has complied in all material
respects with all applicable laws with respect to the origination, underwriting
and servicing of the Loans.(ix)
    
    Seller (i) has no knowledge that any event of default has
occurred and is continuing under any of the Loans and Loan Documents, (ii) has
delivered no written notice of any default under the Loan Documents, and (iii)
has not received written notice of any claim, counterclaim or right of set-off
by any of Obligor under the Loan Documents.(x)
    
    As of the Effective Date, Seller has received no written notice
of any actions, suits or proceedings (including without limitation, any
bankruptcy proceedings) before any court, administrative agency or arbitrator
concerning the Loans or the Property that might adversely affect title to the
Loans or the validity or enforceability of the Loan Documents.(xi)
    
    No borrower, customer or other party in connection with the
Loans has notified Seller, or has asserted against Seller, in each case in
writing, any lender liability or similar claim.(xii)
    
    Except as set forth on Schedule II, the Seller has
made no commitment to make or modify the terms and conditions of any Loan.
Except as set forth on Schedule I, the proceeds of all Loans have been
fully disbursed and no Obligor under any Loan is entitled to any further
advances of loan proceeds. Any insurance with respect to any Loan is in full
force and effect and Seller has complied in all material respects with all
applicable provisions of any insurance contract or applicable Legal Requirement
with respect to such insurance.(xiii)
    
    With respect to any Loan secured by real property:
 (A)
    
    the mortgage is a valid and subsisting lien on
the property described in it;(B)
    
    the mortgaged property is free and clear of all
encumbrances and liens having priority over the mortgage except for
senior loans
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described in the Loan Documents and liens for real estate taxes and
special assessments, that are not yet due and payable;(C)
    
    the Loan Documents include either an opinion of
counsel or a mortgage title insurance policy insuring the mortgage and
such title insurance policy is on a current ALTA form (or other
generally acceptable form) issued by a generally acceptable insurance
company;(D)
    
    the mortgaged property is free and clear of all
mechanics liens, materialmens liens or similar types of liens or the
mortgage title insurance policy provides Buyer with substantially the
same protection as this warrant;(E)
    
    all taxes, government assessments, insurance
premiums, water, sewer and municipal charges, leasehold payment or
ground rents that have become due and payable with respect to the
mortgaged property have been paid or an escrow of funds sufficient to
pay them has been established;(F)
    
    Seller has no Knowledge that any improvement on
the mortgaged property is in violation of any applicable zoning law or
regulation;(G)
    
    except as set forth on Schedule IV, the
mortgaged property is not damaged by fire, wind or other cause of loss
and there are no proceedings pending for the partial or total
condemnation of the property;(H)
    
    any improvements that are included in the
appraised value of the mortgaged property are totally within the
propertys boundaries and building restriction lines and no
improvements on adjoining property encroach on the mortgaged property;(I)
    
    if the Loan is secured by a single family
residence and was closed on legal documents other than the current
Fannie Mae/Freddie Mac uniform instruments, then with respect to each
such Loan, Seller hereby makes the representations and warranties
contained in Section A2-2.1-03 of Chapter A2-2 of the Fannie Mae Single
Family 2009 Selling Guide;(J)
    
    a flood insurance policy written by a generally
acceptable insurance company, which policy meets current guidelines of
the Federal Insurance Administration and is for an amount at least
equal to the amount required by Sellers loan policies, is in effect on
the mortgaged property if any party of it is in an area listed in the
Federal Register by the Federal Emergency Management Agency as an area
with special flood hazards, and if insurance is available;
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(K)
    
    there is no material litigation, proceeding or
governmental investigation pending, or any order, injunction or decree
outstanding, existing or relating to the mortgaged property;(L)
    
    to the Knowledge of Seller, the mortgaged
property has never been used for the storage, treatment or disposal of
any material amount of Hazardous Substances (other than by tenants in
the ordinary course of tenancy or the owner in the ordinary course of
business, and such storage, treatment or disposal of Hazardous
Substances is or was in all material respects in accordance with all
applicable Legal Requirements), nor has such mortgaged property ever
been listed by any governmental agency as containing any Hazardous
Substance in violation of Legal Requirement unless such Hazardous
Substance has been remediated;(M)
    
    with respect to Loans secured by single family
residences, the Loan Documents do not grant more favorable rights to
the borrower on default and foreclosure, or less favorable rights to
the note holder with respect to property insurance, leasehold
interests, other liens on the mortgaged property, condemnation
proceedings, or other proceedings that result in a full or partial
taking of the property, or any other compensation, settlement, or award
of damages that is the result of damage to, or destruction of, the
mortgaged property then those granted in the Fannie Mae/Freddie Mac
standard uniform instruments for the applicable jurisdiction(s);(N)
    
    if the mortgaged property is a single family
residence or a multifamily apartment project and the Loan is a
permanent loan, then the Loan meets the underwriting requirements and
otherwise conforms to all of the applicable requirements contained in
the Fannie Mae Selling and Servicing Guide (for those Loans secured by
single family residences) and the Fannie Mae Delegated Underwriting and
Servicing Guide (for those Loans secured by multifamily apartment
projects;(O)
    
    the Loan Documents expressly allow the
noteholder to advance at any time sums for unpaid insurance premiums,
property taxes, or any other payments necessary to protect the value of
the mortgaged property or the noteholders rights in the mortgaged
property and permit the noteholder to collect such amounts from the
borrower on a deferred basis; and(P)
    
    the Loan Documents obligate the borrower to
maintain the mortgaged property in a way that prevents deterioration
and to repair promptly any damage to the mortgaged property, whether or
not such damage is covered by insurance.
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Schedule
I
  Schedule
I.1
 USA Patriot Act
    Page 14




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Section 7
  Termination, Default and Remedies
 Buyer Default Survival Obligations
 Seller Default
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Buyer Right to Redemption
 (i)
    
    Redemption; Repurchase Price. Notwithstanding anything
in this Agreement or any of the documents and agreements to be executed
pursuant hereto to the contrary, in the event Buyer provides written notice to
Seller within one hundred eighty days (180) after Closing (Redemption
Period), that Seller has breached any of the Section 7representations and warranties with respect to any of the Loans, the Loan
Documents or the Property, and Seller fails to cure such breach to the
reasonable satisfaction of Buyer no later than ten (10) Business Days after
Buyers written request therefor, Seller shall redeem the applicable
Non-Compliant Loan, Loan Document and/or Property (the Redemption)
for a purchase price (Repurchase Price) equal to the total of (i) the
then outstanding principal amount then owed under such loan, (ii) all
outstanding interest accrued thereon at the interest rate set forth in the
applicable Loan Documents, (iii) actual, reasonable out-of-pocket expenses
owing Buyer in respect of such Loan, and (iv) the out-of-pocket costs
(including, without limitation, reasonable legal fees and expenses) incurred by
Buyer for any action taken in connection with the enforcement of Sellers
repurchase obligations hereunder, and Buyer shall execute an Assignment back to
Seller and a Notice Letter for Sellers mailing to the applicable borrower, in
form as executed at Closing. Upon such Redemption and payment of the Repurchase
Price, neither party hereto shall have any further rights or obligations under
this Agreement with respect to such Non-Compliant Loan, Loan Document and/or
Property, except for any applicable Survival Obligations. Notwithstanding the
foregoing, in the event such breach of the Section 7 representations
and warranties consists of a breach of Section7(e)(iii) with respect
to missing Loan Documents, Section7(e)(xii) with respect to insurance
policies in connection with any Loan, Section7(e)(xiii)(J) with
respect to flood insurance, or Section 7(j) with respect to hazard
insurance, Seller shall have a cure period of twenty (20) days in lieu of the
ten (10) Business Day period set forth herein above; provided, however, if the
applicable underlying Property securing the Loan experiences a casualty or
flood, Buyer shall have the right to an immediate Redemption pursuant to the
terms of this Section 8(c).(ii)
    
    Redemption Escrow; Escrow Agreement.In contemplation
of potential Redemptions, Seller agrees to escrow during the Redemption Period
(the Redemption Escrow), the amount of FIVE MILLION AND NO/100
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DOLLARS ($5,000,000.00), such amount to be withheld from the Purchase Price at
Closing and to be deposited with the Title Company and to be disbursed by the
Escrow Agent to pay the Repurchase Price to Buyer for any Redemptions under
this Paragraph 8(c), pursuant to the terms of an escrow agreement
substantially in the form of Exhibit E attached hereto, executed by and
among, the Seller, the Buyer, and the Title Company (the Escrow
Agreement). In the event the Redemption Escrow is depleted, Seller shall
be responsible to pay the remaining Repurchase Price for any Redemptions.
 DISCLAIMER OF REPRESENTATIONS OR WARRANTIES BY SELLER SECTION 7 SECTION 7 SECTION 7
 Closing
 Closing Closing
Date
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(i)
    
    Buyer, at Buyers sole cost and expense, shall deliver or cause
to be delivered to Seller the following on or before 1:30pm (Eastern time) on
the Closing Date:
 (A)
    
    The Purchase Price by wire transfer to the
account of Seller as provided by Sellers instructions attached hereto
as Schedule III.(B)
    
    A Buyers Tax Identification Certificate,
executed by Buyer, in the form attached hereto as Exhibit A
with all applicable blanks appropriately completed.(C)
    
    The Escrow Agreement countersigned by Buyer, in
the form of Exhibit E attached hereto.(D)
    
    The Interim Servicing Agreement countersigned
by Buyer, in the form of Exhibit G attached hereto.(E)
    
    Such authority documents and resolutions as
Seller may reasonably require.
 (ii)
    
    Upon confirmation of Buyers performance under Section
10(b)(i) above, which shall be a condition precedent to Sellers
obligations hereunder, Seller, at Sellers sole cost and expense, shall deliver
or cause to be delivered to Buyer, within the timeframes set forth below,
originals (unless otherwise noted below) of the following:
 (A)
    
    The Evaluation Materials within ten (10)
Business Days after the Closing Date.(B)
    
    For each of the Loans, a notice of transfer of
Loan (Notice Letter) in the form attached hereto as
Exhibit B, informing each borrower under each of the Loans of
the transfer of the Loans and related Servicing to Buyer within fifteen
(15) Business Days after the Closing Date.(C)
    
    For each of the original Notes, an endorsement
made pursuant to an Allonge in form attached hereto as Exhibit
C which states Pay to the order of First Financial Bank, National
Association, as is, where is, with all faults and without
representation, warranty or recourse, express or implied, of any type,
kind, character or nature, except as set forth in that certain Loan
Sale and Transfer of Servicing Agreement dated June 30, 2009, executed
by First Financial Bank, National Association, as Buyer and Irwin
Union Bank and Trust Company, as Seller within fifteen (15) Business
Days after the Closing Date.
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(D)
    
    For each of the Loans, an Assignment of Liens
and Documents [and Amendment to Mortgage] (the Assignment)
for the Loan Documents and related rights and liens, in the form of
Exhibit D attached hereto with all blanks appropriately
completed within fifteen (15) Business Days after the Closing Date.(E)
    
    The Escrow Agreement countersigned by Seller,
in the form of Exhibit E attached hereto, a copy of which is to
be delivered on the Closing Date, with the original to follow the next
Business Day.(F)
    
    For each of the Loans, one or more UCC-3
Assignments of Financing Statements (the UCC-3s), to be filed
with the Secretary of State where each borrower is formed and/or in the
county where each Property is located, as applicable, a form of which
is attached hereto as Exhibit F, evidencing the assignment to
Buyer of all Sellers right, title and interest in and to any security
interests in personal property and fixtures created by the Loan
Documents and held by Seller which are in effect on the Closing Date
within fifteen (15) Business Days after the Closing Date.(G)
    
    The Interim Servicing Agreement signed by
Seller, in the form of Exhibit G attached hereto, a copy of
which is to be delivered on the Closing Date, with the original to
follow the next Business Day.(H)
    
    The Power of Attorney signed by Seller, in the
form of Exhibit H attached hereto, a copy of which is to be
delivered on the Closing Date, with the original to follow the next
Business Day.(I)
    
    A payoff letter from the FHLB (in form and
substance reasonably satisfactory to Buyer) confirming that upon
receipt of funds owed the FHLB and securing the FHLB Pledged Loans, the
FHLB releases its liens and security interests in the FHLB Pledged
Loans and authorizes release of the Loan Documents relating to such
FHLB Pledged Loans, a copy of which is to be delivered on the Closing
Date, with the original to follow the next Business Day or immediately
thereafter.(J)
    
    If any of the Loans are pledged to the FR, a
payoff letter from the FR (in form and substance reasonably
satisfactory to Buyer) confirming that upon receipt of funds owed the
FR and securing the FR Pledged Loans, the FR releases its liens and
security interests in the FR Pledged Loans and authorizes release of
the Loan Documents relating to such FR Pledged Loans, a copy of
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which
is to be delivered on the Closing Date, with the original to follow the
next Business Day or immediately thereafter.(K)
    
    Such authority documents and resolutions as
Buyer may reasonably require, copies of which are to be delivered on
the Closing Date, with the originals to follow the next Business Day or
immediately thereafter.
 (iii)
    
    Seller and Buyer shall pay their respective attorneys fees
for the negotiation and drafting of this Agreement and the documents described
in this Section to evidence the transactions hereunder. Buyer shall pay all
recording fees, transfer taxes, mortgage taxes, document stamp taxes and
similar fees and taxes (if applicable) and if Buyer obtains, the cost of any
endorsements to the policy of title insurance issued in favor of Seller for
each Loan showing the assignment of the Loans to Buyer.(iv)
    
    Upon receipt of Buyers deliveries under Section
10(b)(i) and Sellers deliveries under Section10(b)(ii) to be
delivered on the Closing Date, and confirmation from Seller that the conditions
to Closing have been satisfied (or otherwise waived by Seller), the Purchase
Price shall be wire transferred to Seller no later than 1:30pm (Eastern time)
on the Closing Date pursuant to wire instructions set forth on Schedule
III, and upon confirmation of Sellers receipt of such wire transfer,
Seller shall deliver to Buyer (a) all of the Loan Files containing the Loan
Documents in imaged format immediately but in no event later than three (3)
Business Days after the Closing Date, and (b) the original hard copy of the
Loan Documents (including the originals of the Principal Loan Documents) no
later than ten (10) Business Days from the Closing Date. In addition, the
parties agree that the information, promissory notes, other Loan Documents and
other documents or instruments necessary to complete the deliveries in
Sections10(b)(ii)(B)[Notice Letters], (C)[Allonges] and
(D)[Assignments] above may not be available until immediately prior to or
after the Closing. Accordingly, upon completion of the Allonges and
Assignments and delivery of same to Seller, Seller agrees to promptly execute
such documents and to deliver same to Buyers counsel as expediently as
possible after execution, but in no event later than five (5) Business Days
after Sellers receipt of same. The parties hereto agree that failure to timely
transfer the Loan Files and the Allonges and Assignments as set forth herein,
shall entitle Buyer to exercise its rights and remedies under this Agreement,
including under Section 8 above to redeem Loans for which Loan
Documents have not been received, and under applicable law.
 Conditions Precedent to Performance by Buyer Section10(b)(ii)
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Section 7
 Conditions Precedent to Performance by Seller Section10(b)(i)
  Section 6
 Buyer Covenants
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Covenants Regarding Brokers
 Broker
 Seller Broker
  Cross-Collateralization/Cross-Default
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True Sale; Security Interest Section 16
 Related Loans Related Loan Review Period Related Loan
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Purchase Option
Period Section 17 Section10(b)(ii)(A)-(H) Section 7 Section 8(c) Related Loan Purchase Price
 Solicitation
  Section 18(a)
 Section 18 Section 18
 Severability
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Time of the Essence
 No Third Party Beneficiaries
 Binding Agreement
 Attorneys Fees
 Amendments
 Exhibits
 Jury Waiver
 Notices
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Further Assurances Section 28 Section 28 Exhibit H
 Press Releases .
 GOVERNING LAW
 Entire Agreement
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Counterparts
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF
 SELLER:
 IRWIN UNION BANK AND
TRUST COMPANY
 By:
    
    /s/ Matthew F. SouzaName: Matthew F. SouzaTitle: Vice President and Chief Administrative Officer
 BUYER:
 FIRST FINANCIAL BANK,
NATIONAL ASSOCIATION,
 By:
    
    /s/ Claude E. DavisName: Claude E. DavisTitle: President & CEO
  Signature Page - Solo




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List of Schedules and Exhibits
 Schedule I -
    
    List of Loans and InformationSchedule I.1 -
    
    List of Open Holdback and/or Escrow RequirementsSchedule II -
    
    List of Modifications to Loans in ProcessSchedule III -
    
    Sellers Wire Transfer InstructionsSchedule IV -
    
    Casualties and/or CondemnationsExhibit A -
    
    Form of Buyers Taxpayer Identification CertificateExhibit B -
    
    Form of Notice of Transfer of LoanExhibit C -
    
    Form of Allonge to Promissory NoteExhibit D -
    
    Form of Assignment of Liens and Documents [and Amendment to Mortgage]Exhibit E -
    
    Form of Escrow AgreementExhibit F -
    
    Form of UCC  3 Financing StatementExhibit G -
    
    Form of Interim Servicing AgreementExhibit H -
    
    Form of Irrevocable Special Power of Attorney
  Signature Page - Solo