EX-10.2






EXECUTION COPY




ACQUISITION AGREEMENT




dated as of December 18, 2008




by and between




MMA MORTGAGE INVESTMENT CORPORATION




and




OAK GROVE COMMERCIAL MORTGAGE, LLC




1




TABLE OF CONTENTS




	 	 	 
	ARTICLE I PURCHASE AND CONTRIBUTION
	1.01.

1.02.

1.03.

	 	Purchased Acquired Assets

Consideration

Contributed Assets






	 	 	 
	ARTICLE II DESCRIPTION OF ACQUIRED
	ASSETS; EXCLUDED ASSETS
	2.01.

2.02.

	 	Acquired Assets

Excluded Assets






	 	 	 
	ARTICLE III ASSUMPTION OF LIABILITIES
	3.01.

3.02.

	 	Assumed Liabilities

Retained Liabilities






	 	 	 
	ARTICLE IV CONSIDERATION; ALLOCATION
	4.01.

	 	Allocation of Consideration.






	 	 	 
	ARTICLE V CLOSING; CLOSING DELIVERIES
	5.01.

5.02.

	 	Closing

Closing Deliveries






	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF TRANSFEROR
	6.01.

6.02.

6.03.

6.04.

6.05.

6.06.

6.07.

6.08.

6.09.

6.10.

6.11.

6.12.

6.13.

6.14.

6.15.

6.16.

6.17.

6.18.

6.19.

6.20.

6.21.

6.22.

6.23.

6.24.

6.25.

6.26.

6.27.

6.28.

6.29.

	 	Organization of Transferor

Authorization; Due Execution

Title to and Condition of Assets

No Conflicts; Consents and Approvals

Governmental Approvals and Filings

Financial Statements

Absence of Changes

Taxes.

Legal Proceedings

Compliance With Laws and Orders

Benefit Plans; ERISA.

Real Property.

Intellectual Property Rights

Contracts.

Licenses

Insurance.

Employees; Labor Relations.

Substantial Business Relationships.

No Powers of Attorney

Defaults

Brokers

Status of Outstanding Loans.

No Undisclosed Liabilities; Certain Other Liabilities.

Affiliate Transactions

Books and Records

Environmental Matters

Lender Loss Reserve and Escrow Accounts and Letter of Credit

Solvency

Accuracy of Information






	 	 	 
	ARTICLE VII REPRESENTATIONS AND WARRANTIES OF ACQUIROR
	7.01.

7.02.

7.03.

7.04.

7.05.

7.06.

7.07.

7.08.

7.09.

7.10.

7.11.

	 	Organization

Authority

No Conflicts

Governmental Approvals and Filings

LLC Agreement and Capitalization.

Activities of Acquiror

Compliance with Agency Requirements

Access to Funds

Legal Proceedings

Brokers

Accuracy of Information






	 	 	 
	ARTICLE VIII COVENANTS
	8.01.

8.02.

8.03.

8.04.

8.05.

8.06.

8.07.

8.08.

8.09.

8.10.

8.11.

8.12.

8.13.

8.14.

	 	Cooperation; Approvals

Books and Records

Notice and Cure

Due Diligence and Continued Access

Operation of the Business Prior to Closing

No Solicitation, Etc

Employee and Employee Benefits.

Maintenance of Letter of Credit

Change of Name

Payment of Liabilities

Escrow and Lender Loss Reserve Accounts

Transfers of Acquired Assets, Assumed Contracts and Mortgage Loans.

Additional Obligations of Transferor/Advances.

Updated Mortgage Loan Schedule






	 	 	 
	ARTICLE IX COVENANTS OF ACQUIROR
	9.01.

9.02.

9.03.

9.04.

9.05.

	 	Cooperation; Approvals

Notice and Cure

Use of Transferor’s Corporate Name

Completion of Transaction

Compliance with Lender Loss Reserve Accounts and Related Escrow Accounts






	 	 	 
	ARTICLE X TAX MATTERS
	10.01.

10.02.

	 	Filing Returns and Payment of Taxes

Tax Matters






	 	 	 
	ARTICLE XI CONDITIONS TO CLOSING
	11.01.

11.02.

11.03.

	 	Conditions to Obligations of Each Party

Additional Conditions to Acquiror’s Performance

Additional Conditions to Transferor’s Performance






	 	 	 
	ARTICLE XII SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
	12.01.

	 	Survival of Representations, Warranties, Covenants and Agreements






	 	 	 
	ARTICLE XIII TERMINATION
	13.01.

13.02.

	 	Termination

Effect of Termination






	 	 	 
	ARTICLE XIV INDEMNIFICATION
	14.01.

14.02.

14.03.

14.04.

14.05.

	 	Indemnification.

Method of Asserting Claims

Indemnity Payments.

Subrogation

Exclusive Remedy






	 	 	 
	ARTICLE XV DEFINITIONS
	15.01.

	 	Definitions.






	 	 	 
	ARTICLE XVI MISCELLANEOUS
	16.01.

16.02.

16.03.

16.04.

16.05.

16.06.

16.07.

16.08.

16.09.

16.10.

16.11.

16.12.

16.13.

16.14.

16.15.

16.16.

16.17.

16.18.

	 	Notices

Entire Agreement

Expenses

Public Announcements

Confidentiality

Further Assurances; Post-Closing Cooperation.

Waiver

Amendment

No Third Party Beneficiary

No Assignment; Binding Effect

Headings; Exhibits

Remedies

Waiver of Trial by Jury

Consent to Jurisdiction and Service of Process

Severability

Governing Law

Counterparts

Representation by Counsel






2




Exhibits



	 	 	 
	Exhibit 5.02(a)(i)

Exhibit 5.02(a)(ii)

Exhibit 5.02(a)(iii)

	 	Bill of Sale, Assignment and Assumption Agreement

LLC Agreement

Transition Services Agreement
	
 
	 	 
	Exhibit 5.02(a)(iv)

Exhibit 5.02(a)(v)

Exhibit 5.02(b)(vi)

Exhibit 5.02(b)(vii)

Exhibit 7.05(a)

Exhibit 11.02(d)(1) and (2)

Exhibit 11.03(c)

	 	Non-Compete Agreement

Amendment and Termination Agreement

Non-Disparagement Agreement

Non-Compete Agreement of Williams and Filter

Acquiror Single-Member LLC Agreement

Forms of Opinions of Transferor’s Counsel

Form of Opinion of Acquiror’s Counsel






3




ACQUISITION AGREEMENT




This ACQUISITION AGREEMENT (this “Agreement”) dated as of December 18, 2008, is made
and entered into by and between MMA MORTGAGE INVESTMENT CORPORATION, a Florida corporation
(“Transferor”), and OAK GROVE COMMERCIAL MORTGAGE, LLC, a Delaware limited liability
company (“Acquiror”). Capitalized terms used in this Agreement have the meaning given to
such term in Article XV or elsewhere in this Agreement.



RECITALS




A. Transferor is in the business of the origination of, investment in and servicing of
mortgage loans, both for the Transferor’s account and on behalf of Third Parties, and related
activities (such business, as currently conducted by Transferor, is referred to herein as the
“Business”).



B. Acquiror desires to purchase from Transferor, and Transferor desires to sell to Acquiror,
33.33% of the Acquired Assets, subject to the terms and conditions set forth herein.



C. Transferor desires that the Acquiror assume, and the Acquiror has agreed to assume, 33.33%
of the Assumed Liabilities, subject to the terms and conditions set forth herein.



D. Transferor desires to contribute to the Acquiror, and the Acquiror desires to accept from
the Transferor, 66.67% of the Acquired Assets and Assumed Liabilities of the Transferor, subject to
the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements set forth in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I




PURCHASE AND CONTRIBUTION




1.01. Purchased Acquired Assets. Except as otherwise provided herein, and subject to
the terms and conditions set forth in this Agreement, Transferor agrees to sell, convey, assign,
transfer and deliver to Acquiror, and Acquiror agrees to purchase from Transferor at the Closing,
all of the right, title and interest in and to 33.33% of the Acquired Assets free and clear of all
Liens other than Permitted Liens (the “Purchased Acquired Assets”).



1.02. Consideration. In consideration for the Purchased Acquired Assets, at the
Closing:



(a) Acquiror shall pay to Transferor by wire transfer of immediately available funds (the
“Cash Closing Payment”) an amount equal to (i) $23,500,000, minus (ii) the total amount of
principal and accrued interest outstanding as of the Closing under the term promissory note (the
“Term Note”) made by MMA Financial Holdings Incorporated (“Parent”) pursuant to the
Term Loan Agreement, dated the date hereof, by and between Parent and Acquiror (the “Loan
Agreement”) in the original principal amount of up to $15,000,000 pursuant to which an initial
loan advance of $10,000,000 was made and a subsequent advance of $5,000,000 may be made, payable to
the order of Acquiror, minus (iii) any amounts determined by the Closing Date to be due under
Section 8.12 that have not been paid by Transferor, and



(b) Acquiror shall transfer and assign the Term Note to Transferor.



1.03. Contributed Assets. Except as otherwise provided herein, and subject to the
terms and conditions set forth in this Agreement, Transferor agrees to contribute to Acquiror, and
Acquiror agrees to accept from Transferor at the Closing, all of the right, title and interest in
and to 66.67% of the Acquired Assets free and clear of all Liens other than Permitted Liens (the
“Contributed Acquired Assets”). In exchange for the Contributed Acquired Assets, Acquiror
shall issue to Transferor, and deliver to Transferor certificates representing:



(a) the number of Series A Preferred Units that has a Liquidation Preference equal to (i)
Thirty Million Dollars ($30,000,000) minus (ii) the amount of Indebtedness, if any, that is part of
the Assumed Liabilities (other than the principal amount due under the Warehouse Line), and



(b) the number of Series B Preferred Units that has a Liquidation Preference equal to
Seventeen Million Dollars ($17,000,000).



The Series A Preferred Units and the Series B Preferred Units are defined in, and have the rights
and preferences set forth in, the LLC Agreement. The Series A Preferred Units and Series B
Preferred Units are referred to herein together as the “Preferred Units,” and collectively
with the Cash Closing Payment and the Term Note, as the “Consideration”.



ARTICLE II




DESCRIPTION OF ACQUIRED ASSETS; EXCLUDED ASSETS




2.01. Acquired Assets. The assets, properties and rights to be conveyed to Acquiror
shall be substantially all of the assets of the Business (other than the Excluded Assets),
including all of the right, title and interest of Transferor, or of any of its Affiliates, in and
to the following (the “Acquired Assets”):



(a) all cash or cash equivalents (including commercial paper) being held in or required to be
held in reserve or restricted accounts to satisfy the lender loss reserve requirements related to
restricted liquidity and operational liquidity of Fannie Mae (the “Lender Loss Reserve
Accounts”);



(b) all cash or cash equivalents that are being held in or required to be held in segregated
trust accounts to hold funds for principal and interest, taxes and insurance and other payments
related to the Mortgage Loans or Servicing Agreements that are collected from or on behalf of an
Investor, pursuant to the terms of the Mortgage Loans or Servicing Agreements, including the
accounts set forth on Schedule 2.01(b) (the “Related Escrow Accounts”); and an
amount of cash equal any Servicing Fees paid to, withheld or received by the Transferor prior to
the Closing Date to the extent allocable to periods on or after the Closing Date (the parties
hereto acknowledging that Servicing Fees are payable in advance); and an amount of cash equal to
any application fees, good faith deposits, commitment fees or origination fees received by the
Transferor prior to the Closing Date with respect to Mortgage Loans to be funded after the Closing
Date that are included in the Acquired Assets in accordance with Section 2.01(g);



(c) all receivables or rights to payment related to Acquired Assets or Assumed Liabilities,
other than the Advances and right to receive payment for Servicing Fees that are identified as
Excluded Assets in Section 2.02(d);



(d) all loans and notes receivables, including any and all Mortgage Notes funded and held for
sale by Transferor that have not been sold to the Agencies as of the Closing Date (and any
Contracts and Mortgage Loan Documents related thereto), including those identified on Schedule
2.01(d), other than the loan receivables that are identified as Excluded Assets in Section
2.02(d) (the “Mortgage Loan Portfolio”);



(e) (i) all of Transferor’s Servicing Rights, and (ii) all rights to receive Servicing Fees
allocable to periods on and after the Closing Date, with any Servicing Fees paid with regard to
periods that begin before and end after the Closing Date being allocated between Transferor and
Acquiror on the basis of the number of days in the period to which the fees relate that are before
or after the Closing Date (with any sums that are paid to Transferor before the Closing Date but
are allocable to periods on or after the Closing Date to be remitted by Transferor to Acquiror);



(f) all rights and benefits on or after the Closing Date under the servicing agreements,
pooling and servicing agreements, subservicing agreements, master servicing agreements, interim
servicing agreements and related agreements related to the Business, all Contracts (“Agency
Contracts”) with the Federal Housing Administration (“FHA”), United States Department
of Housing and Urban Development (“HUD”), Federal National Mortgage Association
(“Fannie Mae”), Government National Mortgage Association (“GNMA”), and Federal Home
Loan Mortgage Corporation (“Freddie Mac”) (FHA, HUD, Fannie Mae, GNMA and Freddie Mac being
hereinafter collectively referred to as the “Agencies”)) providing for the origination,
sale, assignment or transfer of Mortgage Loans to and/or insurance, guarantee or loss sharing of
Mortgage Loans by the Agencies and/or servicing of such Mortgage Loans by Transferor, including
those Agency Contracts and other Contracts set forth on Schedule 2.01(f) (the
“Servicing Agreements” and together with the Transferor’s Servicing Rights and rights to
receive Servicing Fees as set forth in Section 2.01(e), the “Servicing Portfolio”);



(g) any and all rights and benefits associated with any forward or unfunded commitments and
any Mortgage Loans in the process of origination on the Closing Date, including any Mortgage Loan
Documents related thereto, for which applications have been submitted or which are otherwise to be
underwritten by Transferor, including those set forth on Schedule 2.01(g), which will be
updated to reflect those forward and unfunded commitments and Mortgage Loans in process as of the
Closing Date;



(h) all fixed assets, including office equipment, computers (including all equipment and
devices, such as data processing hardware and related telecommunications equipment, media, and
tools), furniture and fixtures, supplies and inventory, improvements and other equipment, machinery
and tangible personal property, whether owned or leased, and Transferor’s rights under all related
warranties, including the items listed on Schedule 2.01(h);



(i) all Transferor’s rights under the lease agreements (the “Office Leases”) pursuant
to which Transferor occupies the leased real property located at 2177 Youngman Avenue, St. Paul,
Minnesota 55116 and the office space located at 1705 W. Northwest Highway, Suite 145, Grapevine,
Texas 76051 (the “Leased Offices”), provided, however, that if Tim Leonhard is not a Hired
Business Employee, then the office space located at 1705 W. Northwest Highway, Suite 145,
Grapevine, Texas 76051 shall be an Excluded Asset;



(j) all other Contracts related to the Business (in addition to the Servicing Agreements,
Office Leases, and Software Contracts) that are listed on Schedule 2.01(j), including any
lease agreements with respect to the fixed assets used in the Business, (such Contracts, together
with the Contracts listed on Schedule 2.01(d), Servicing Agreements, Office Leases, and
Software Contracts are referred to as the “Assumed Contracts”);



(k) all credits, prepaid expenses, deferred charges, security deposits, prepaid items and
duties to the extent related to an Acquired Asset, an Assumed Liability or an Assumed Contract;



(l) to the extent transferable, all Licenses issued by the Agencies or any Governmental or
Regulatory Authority necessary to operate the Business, including the Licenses set forth on
Schedule 2.01(l);



(m) any and all rights of Transferor associated with the name “Glaser Financial Group” or any
variations thereof that contain the name “Glaser”;



(n) all restrictions on competition and obligations regarding confidentiality imposed for the
benefit of Transferor on Third Parties, including present and former Business Employees of
Transferor, to the extent those restrictions and obligations can be assigned or otherwise
transferred to Acquiror;



(o) all claims, credits, refunds, causes of action, and rights to damages, profits or set-off
whatsoever, whether known or unknown, whether arising by way of counterclaim or otherwise, to the
extent related to the Acquired Assets and arising or accruing from and after the Closing Date or to
the extent related to the Assumed Liabilities or Assumed Contracts;



(p) to the extent transferable but subject to Section 8.12, all guaranties, warranties,
indemnities and similar rights in favor of Transferors or any of their Affiliates to the extent
related to any Servicing Agreement, any Acquired Asset, any Assumed Liability or any Assumed
Contract;



(q) to the extent transferable but subject to Section 8.12, (i) all rights under insurance
policies and insurance proceeds directly relating to Mortgage Loans identified in the Mortgage Loan
Schedule, and (ii) all bank accounts, other accounts, safe deposit boxes, lock boxes and safes
related to the Business that are the Lender Loss Reserve Accounts or Related Escrow Accounts or to
which payments relating to any Mortgage Loans or other Acquired Assets purchased hereunder are
directed to be made;



(r) all business information and originals or complete copies of all related Books and
Records, Mortgage Files and related Mortgage Loan Documents, all lists and copies of underwriting
files relating to forward or unfunded commitments, including those with any Agency, provided that
Transferor may retain records that Transferor is required by Law to retain in its possession so
long as Acquiror is provided with complete copies thereof;



(s) subject to Section 8.12, all transferable Contracts, agreements, licenses, and other
commitments and arrangements with any Person respecting the ownership, license, acquisition,
design, development, distribution, marketing, development, use, outsourcing or maintenance of
computer program code, related technical or user documentation, and databases, in each case related
to the Business, including the items which are listed on Schedule 2.01(s) as (i) licenses
from third parties (development and/or marketing), (ii) licenses from third parties (internal use
only), (iii) development contracts, work-for-hire agreements, information technology outsourcing
agreements, and consulting and employment agreements, (iv) licenses and sublicenses to others, and
(v) maintenance, support, or enhancement agreements (“Software Contracts”), and all
technical and descriptive materials relating to the acquisition, design, development, use, or
maintenance of computer code, program documentation, computer equipment and materials;



(t) all of the intangible rights and property of the Transferor, including all Transferor’s
Intellectual Property rights, all telephone and facsimile numbers, all listings in all telephone
books and directories, Transferor’s webpage and web address, and Transferor’s corporate name and
logo (subject to the restrictions set forth in Section 8.09 and Section 9.03), including those
listed on Schedule 2.01(t); and



(u) all goodwill in and related to the Business.



2.02. Excluded Assets. The Acquired Assets shall not include any of the following
assets, properties and rights of Transferor, all of which shall be deemed retained by Transferor
(the “Excluded Assets”):



(a) all cash and cash equivalents and marketable securities, other than those specified in
Sections 2.01(a) and 2.01(b);



(b) the Letter of Credit Collateral (but subject to the obligation with regard to the Letter
of Credit Collateral specified in Section 8.08);



(c) all minute books, stock records and corporate seals of Transferor;



(d) (i) the right to be reimbursed for any Advances made by the Transferor prior to the
Closing Date, (ii) those loans receivables that are being held for investment rather than being
held for sale to the Agencies, which are listed in Schedule 2.02(d)(ii), (iii) all
Servicing Rights and all rights to receive Servicing Fees with respect to Mortgage Loans that have
been foreclosed or have been assigned to special asset management, or its equivalent, of any Agency
prior to the Closing Date, which are listed on Schedule 2.02(d)(iii), or are moved into
that category between the date of this Agreement and the Closing Date, and (iv) all rights to
receive Servicing Fees allocable to periods before the Closing Date, with any Servicing Fees paid
with regard to periods that begin before and end after the Closing Date being allocated between
Transferor and Acquiror on the basis of the number of days in the period in which the fees relate
that are before or after the Closing Date (with any sums that are paid to Acquiror on or after the
Closing Date but are allocable to periods before the Closing Date to be remitted by Acquiror to
Transferor);



(e) other than those described in Section 2.01(q) and subject to Section 2.01(o), all
insurance policies and rights thereunder, including all insurance proceeds that Transferors have a
right to receive as of the Closing Date;



(f) originals or copies of all Books and Records existing as of the Closing Date that
Transferor is required by Law to retain in its possession, or that Transferor reasonably determines
it may need in connection with the preparation or audits of Tax Returns, the preparation of
financial statements, the conduct of litigation or involvement in governmental investigations, or
for other purposes related to the ongoing activities of Transferor or its Affiliates (so long as
the use of such Books and Records does not violate any non-competition obligations of Transferor or
its Affiliates), provided, that Acquiror is provided with the originals or complete copies thereof;



(g) all claims for and rights to refunds of Taxes that relate to periods ending prior to the
Closing Date or the conduct of the Business prior to Closing Date;



(h) all rights in connection with, and assets of, Benefit Plans;



(i) all rights of Transferor under this Agreement and the Transaction Documents;



(j) all claims of Transferor against Third Parties relating to Retained Liabilities; and



(k) all of the Contracts, assets, rights and claims described in Schedule 2.02(k).



ARTICLE III




ASSUMPTION OF LIABILITIES




3.01. Assumed Liabilities. Subject to Section 3.02, at the Closing, Acquiror shall
assume and agree to perform and discharge only the following Liabilities of Transferor and no
others (the “Assumed Liabilities”):



(a) subject to acquiring the Bank’s consent, all Liabilities of Transferor for repayment of
warehouse financing under the Amended and Restated Credit Agreement dated as of November 16, 2005
by and between MMA Mortgage Investment Corporation and U.S. Bank National Association, as amended
by Amendments dated as of December 5, 2005, December 14, 2005, March 15, 2006, July 24, 2006,
November 30, 2006, November 30, 2007, March 27, 2008, April 30, 2008 and November 14, 2008 (the
“Warehouse Line”) relating to the Mortgage Loans funded and held for sale by Transferor
that are set forth in Section 2.01(d) (the “Warehouse Loans”), and all interest and fees
with regard to the Warehouse Line relating to periods or portions of periods beginning on or after
the Closing Date (but not with regard to periods or portions of periods ending before the Closing
Date). Transferor is aware that Acquiror may obtain its own credit facility for warehouse
financing and use the proceeds of such new credit facility to pay the outstanding balance (other
than interest and fees with regard to periods or portions of periods ending before the Closing
Date) due and owing as of the Closing Date with respect to the funding of Warehouse Loans on the
Warehouse Line;



(b) all Liabilities with respect to obligations to maintain, pay or otherwise distribute the
escrow funds held in the Related Escrow Accounts on the Closing Date;



(c) all Liabilities arising out of or related to the Assumed Contracts, but only to the extent
first arising and accruing on or after the Closing Date; and



(d) subject to Sections 14.01(a)(iii) and Section 14.03(b) below, the Losses incurred under
the loss sharing arrangements with the Agencies set forth in the Agency Contracts or, if not set
forth in an Agency Contract, the applicable guidelines of an Agency (including those loss sharing
and reimbursement obligations under the Master Agreement, dated December 30, 2005, between Freddie
Mac and Transferor, and the “Loss Sharing” sections under the Fannie Mae Multifamily/Delegated
Underwriting and Servicing Guide), which are related to (i) Mortgage Loans that were sold by
Transferor to the Agencies prior to the Closing Date and for which the Servicing Rights and rights
to receive Servicing Fees with respect thereto are part of the Acquired Assets, or (ii) Mortgage
Loans originated by Transferor prior to the Closing Date to be sold to the Agencies that are part
of the Acquired Assets, but in each case only to the extent the obligations to incur such Losses
first arise on or after the Closing Date (the “Servicing Portfolio Loss Sharing Costs”).



3.02. Retained Liabilities. The Assumed Liabilities shall specifically exclude any
and all other Liabilities (the “Retained Liabilities”), including:



(a) all Liabilities in connection with, resulting from, or arising out of, directly or
indirectly, the ownership, operation or control of the Acquired Assets or the Business prior to the
Closing Date;



(b) all interest and fees accrued on the Warehouse Line with regard to periods, or portions of
periods, ending before the Closing Date;



(c) all amounts payable by Transferor to an Affiliate of Transferor;



(d) all Liabilities (regardless of whether the Liability arises prior to, on or after the
Closing Date) relating to (i) Benefit Plans, (ii) Business Employees who are not Hired Business
Employees, or (iii) Hired Business Employees with regard to services performed before the Closing
Date;



(e) all legal, accounting, brokerage, finders fees, if any, or other expenses of Transferor in
connection with this Agreement or the consummation of the transactions contemplated hereby;



(f) any Liability (A) for any Taxes of Transferor or its Affiliates with respect to any
taxable period, regardless of whether that taxable period ends before, on or after the Closing
Date, or (B) for any Transfer Taxes resulting from or attributable to the consummation of the
transactions contemplated by this Agreement other than those Transfer Taxes for which Acquiror is
responsible in accordance with Section 10.01;



(g) any Liability, including the obligation to give notice, under the Worker Adjustment and
Retraining Notification Act, if any, arising out of or resulting from layoffs of employees by
Transferor prior to the Closing Date;



(h) all Liabilities in respect of the Excluded Assets; and



(i) all Liabilities set forth on Schedule 3.02(i).



ARTICLE IV




CONSIDERATION; ALLOCATION




4.01. Allocation of Consideration.



(a) 33.33% of the Consideration, plus any applicable Assumed Liabilities, shall be allocated
among the Purchased Acquired Assets as set forth on a schedule agreed to by Acquiror and Transferor
before the Closing (the “Allocation Schedule”).



(b) The Acquiror and Transferor shall (i) timely file with each relevant tax authority all
forms and Tax Returns required to be filed in connection with the Allocation Schedule, (ii) be
bound by the Allocation Schedule for purposes of determining Taxes, (iii) prepare and file, and
cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with
the Allocation Schedule, and (iv) not take any position, or cause or permit their respective
Affiliates to take any position, inconsistent with the Allocation Schedule on any Tax Return, in
any audit or proceeding before any Tax authority or in any report made for Tax, financial
accounting or any other purposes or otherwise; provided, however, that
notwithstanding anything in this Section 4.01 to the contrary, the parties shall be permitted to
take a position inconsistent with the Allocation Schedule if required to do so as a result of any
audit by any Tax authority by a final and unappealable decision, judgment, decree or other order by
any court of competent jurisdiction.



ARTICLE V




CLOSING; CLOSING DELIVERIES




5.01. Closing. The consummation of the transactions contemplated hereby (the
“Closing”) will take place at the offices of Oppenheimer Wolff & Donnelly LLP, Plaza VII,
45 South Seventh Street, Suite 3300, Minneapolis, Minnesota 55402 on the third Business Day
following the date on which all conditions to Closing set forth in Article XI have been satisfied
or waived (other than conditions that by their nature are to be satisfied at the Closing but
subject to the satisfaction or waiver of such conditions), or at such other time and place as
Acquiror and Transferor mutually agree (the date and time the Closing actually occurs is referred
to herein as the “Closing Date”).



5.02. Closing Deliveries. In addition to any other documents to be delivered under
other provisions of this Agreement, at the Closing:



(a) Transferor shall deliver to Acquiror:



(i) a bill of sale, contribution, assignment and assumption agreement by and between
Transferor and Acquiror in substantially the form of Exhibit 5.02(a)(i) (the “Bill of
Sale, Assignment and Assumption Agreement”), executed by Transferor;



(ii) an amended and restated limited liability company agreement by and among Acquiror, Mud
Duck Equities LLC (“Mud Duck”) and Transferor in substantially the form of Exhibit
5.02(a)(ii) (the “LLC Agreement”), executed by Transferor;



(iii) a transition services agreement by and among Municipal Mortgage & Equity LLC
(“MuniMae”), Parent, Transferor and Acquiror in substantially the form of
Exhibit 5.02(a)(iii) (the “Transition Services Agreement”), executed by Transferor,
Parent and MuniMae;



(iv) a non-competition, non-solicitation and non-disparagement agreement substantially in the
form of Exhibit 5.02(a)(iv) in which Transferor, MuniMae and Parent each agrees that for
five years after the Closing Date it will not, and it will cause its Affiliates not to, (A) compete
directly or indirectly with the Business or Acquiror in originating or acquiring loans for sale to
Agencies (provided that originating tax-exempt or taxable Mortgage Loans secured by mortgages on
affordable housing developments which are to be sold to Agencies will not be deemed to be competing
with the Business or the Acquiror to the extent that the entity that originates the Mortgage Loans
does not sell them directly to the Agencies and grants Acquiror an option of first refusal to buy
the loans from the entity for resale to Agencies), (B) solicit Acquiror’s employees, (C) attempt to
cause or induce any borrower, client, customer, investor, supplier, licensee, licensor, franchisee,
employee or consultant of Transferor to cease doing business with Acquiror or to deal with any
competitor of Acquiror, or otherwise attempt to interfere with any such Person’s relationship with
Acquiror, or (D) disparage Acquiror or any of Acquiror’s directors, officers, employees or agents
(the “Non-Compete Agreement”);



(v) amendments to each of the Separation Agreements and Correspondent Agreements, dated
January 31, 2007, of David Williams and Kevin Filter with MMA Financial, Inc., a Maryland
corporation, in substantially the form of Exhibit 5.02(a)(v) (the “Amendment and
Termination Agreement”), executed by Transferor, MuniMae and MMA Financial, Inc.;



(vi) an executed security agreement, dated as of the Closing Date, in a form to be agreed upon
prior to the Closing, granting the Acquiror a security interest in the Letter of Credit Collateral
as provided for in Section 8.08 (the “Security Agreement”), executed by Transferor;



(vii) the Recorded Assignments (subject to Transferor’s post-closing obligations set forth in
Section 8.12(c));



(viii) evidence of the release of all Liens on Acquired Assets, other than Permitted Liens;



(ix) a certificate executed by the Secretary of Transferor certifying and attaching all
requisite resolutions or actions of Transferor’s board of directors and shareholders approving the
execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby and certifying to the incumbency and signatures of the officers of Transferor executing this
Agreement, the Transaction Documents to which Transferor is a party, and any other document
relating to the transactions contemplated hereby;



(x) evidence that any bank accounts, other accounts, safe deposit boxes, lock boxes and safes
related to the Business that are the Lender Loss Reserve Accounts or Related Escrow Accounts or to
which payments relating to any Mortgage Loans or other Acquired Assets purchased hereunder are
directed to be made have been transferred to the Acquiror (to the extent that the Acquiror requests
that such accounts be transferred to the Acquiror), or, in the alternative, Transferor shall
transfer the cash and cash equivalents in such accounts to new accounts established by Acquiror;



(xi) subject to Transferor’s post-closing obligations set forth in Section 8.02, the Books and
Records included in the Acquired Assets; and



(xii) such other deeds, bills of sale, assignments, certificates of title, documents and
other instruments of transfer and conveyance as may reasonably be requested by Acquiror, each in
form and substance reasonably satisfactory to Acquiror and executed by Transferor, Parent and/or
MuniMae, as applicable, including evidence that prior to the Closing good and transferable title to
all Acquired Assets owned by an Affiliate of Transferor (including with respect to the Acquired
Assets owned by MuniMae listed on Schedule 2.01(h)) has been duly and lawfully transferred by such
Affiliate to Transferor free of any Liens.



(b) Acquiror shall deliver to Transferor:



(i) the Cash Closing Payment by wire transfer to an account specified by Transferor;



(ii) the Term Note and any necessary instruments of transfer;



(iii) certificates representing the Preferred Units;



(iv) the Bill of Sale, Assignment and Assumption Agreement, executed by Acquiror;



(v) the LLC Agreement, executed by Acquiror and Mud Duck;



(vi) an agreement, in the form of Exhibit 5.02(b)(vi), executed by Acquiror and Mud
Duck, in which Acquiror and Mud Duck each agrees that for five years after the Closing Date it will
not, and it will cause each of its Affiliates not to, disparage Transferor, Parent, MuniMae, any of
Transferor’s Parent’s or MuniMae’s Affiliates or any of their respective shareholders, directors,
officers, employees or agents (the “Non-Disparagement Agreement”);



(vii) fully executed copies of an agreement or agreements, in the form of Exhibit
5.02(b)(vii), between David Williams or Kevin Filter, on the one hand, and Acquiror on the
other, under which David Williams and Kevin Filter agree that while there are any outstanding
Preferred Units, neither of them, nor any of their Affiliates, will, other than through Acquiror,
engage directly or indirectly in originating or acquiring Mortgage Loans for sale to Agencies or
solicit or offer employment to any employees of Acquiror or any of its Subsidiaries (“Williams
and Filter Non-Compete Agreement”);



(viii) the Transition Services Agreement, executed by Acquiror;



(ix) the Amendment and Termination Agreement, executed by David Williams and Kevin Filter;



(x) a certificate of good standing for Acquiror for the State of Delaware to be dated as of a
date not more than five (5) Business Days prior to the Closing Date; and



(xi) a certificate executed by the Secretary of Acquiror certifying, as complete and accurate
as of the Closing, and attaching copies of the certificate of formation, the LLC Agreement and
other governing documents of Acquiror, certifying and attaching all requisite resolutions or
actions of Acquiror’s board of directors and members approving the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and certifying to the
incumbency and signatures of the officers of Acquiror executing this Agreement, the Transaction
Documents to which Acquiror is a party, and any other document relating to the transactions
contemplated hereby.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES OF TRANSFEROR




Subject to the specific exceptions disclosed in the disclosure schedules delivered by
Transferor to Acquiror and dated as of the date hereof (the “Disclosure Schedule”),
Transferor represents and warrants to Acquiror on the date hereof, and as of the Closing as though
made at Closing, as follows below. Each item disclosed in the Disclosure Schedule as an exception
to a given representation and warranty shall constitute an exception to the given representation
and warranty and shall be deemed to be disclosed with respect to each section of the Disclosure
Schedule that is specifically identified (by cross reference or otherwise) in the Disclosure
Schedule as being qualified by such exception. Terms defined in this Agreement are used with the
same meaning in the Disclosure Schedule.



6.01. Organization of Transferor. Transferor is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Florida, and has full corporate power
and authority to conduct its business as and to the extent now conducted and to own, use and lease
its Assets and Properties. Transferor is duly qualified, licensed or admitted to do business and
is in good standing in those jurisdictions specified in Schedule 6.01. Transferor is duly
qualified to do business as a foreign corporation and is in good standing under the Laws of each
state or other jurisdiction in which either the ownership or use of the Assets and Properties owned
or used by it, or the nature of the activities conducted by it, requires such qualification, except
where the failure to be so qualified would not have a Material Adverse Effect. Transferor has
prior to the execution of this Agreement delivered to Acquiror true and complete copies of the
articles of incorporation and by-laws of Transferor as in effect on the date hereof. Except as set
forth on Schedule 6.01, since July 1, 2005, Transferor has not had any Subsidiaries. Since
July 1, 2005, none of the Subsidiaries of Transferor has had any operations or employed any
persons. Without limiting the generality of the foregoing, none of the Subsidiaries of Transferor
owns or has an interest in any of the assets used in the Business, has participated in the
operations of the Business, or has any Liabilities for which the Acquiror could be held liable.



6.02. Authorization; Due Execution. The execution, delivery and performance of this
Agreement and the other Transaction Documents by Transferor and the transfer of the Acquired Assets
to Acquiror has been duly and validly authorized and approved by all necessary corporate action of
Transferor and does not require the approval of any of the shareholders or members of MuniMae or
Parent pursuant to statute, any of their governing documents or otherwise (other than Parent’s
approval as shareholder of Transferor, which has been duly and validly obtained). This Agreement,
and the other Transaction Documents to which Transferor is a party, have been duly and validly
executed and delivered by Transferor and constitute the legal, valid and binding obligation of
Transferor enforceable against Transferor in accordance with their terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, recharacterization or other similar Laws
affecting creditor’s rights generally and by general equitable principles (regardless of whether
considered in a proceeding in equity or at law).



6.03. Title to and Condition of Assets. Transferor has good and transferable title to
or a valid leasehold interest in or valid rights under Contract to use, as applicable, all of the
Acquired Assets, free and clear of all Liens except for Permitted Liens. Notwithstanding anything
to the contrary herein, no assets of Transferor are pledged to secure any obligations on the
Synovus Line (as described in Schedule 5.3 to the Loan Agreement or the Fifth Third Bank Line (as
described in Schedule 5.3 of the Loan Agreement), and the unpaid principal balance of the loans
pledged by other parties to secure the Other Synovus Obligations (as described in Schedule 5.2 of
the Loan Agreement) is, and will be at all times, at least equal the amount of such Other Synovus
Obligations. The sale, transfer and assignment by Transferor to Acquiror of the Acquired Assets
and the instruments required to be executed by Transferor and delivered to Acquiror pursuant to the
Agency Contracts, Servicing Agreements, Mortgage Loan Documents, and all handbooks, manuals,
guidelines and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders
or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie
Mac lenders or sellers/servicers, are, or will be on the Closing Date, valid and enforceable in
accordance with their terms and will effectively vest in Acquiror good and transferable title to
the Acquired Assets, free and clear of all Liens except for Permitted Liens. Transferor has full
power, right and authority to sell, assign and convey to Acquiror good and transferable title to or
a valid leasehold interest in the Acquired Assets, free and clear of all Liens other than Permitted
Liens. Except as set forth on Schedule 6.03, the Acquired Assets include all rights,
assets and property used in, related to or necessary for the conduct of the Business as it has been
operated since the Audited Financial Statement Date. Except as set forth on Schedule 6.03
and except for the Excluded Assets, no Affiliate of Transferor owns or has an interest in any asset
used in the Business. All buildings, structures, facilities, fixtures, equipment and other items
of tangible property and assets included in the Acquired Assets are in good working condition and
repair, subject to normal wear and maintenance and are located such that they are not materially
encroaching on the property or rights of any Person.



6.04. No Conflicts; Consents and Approvals. The execution and delivery by Transferor
of this Agreement does not, and the execution and delivery by Transferor of the Transaction
Documents to which it is a party, the performance by Transferor of its obligations under this
Agreement and such Transaction Documents and the consummation of the transactions contemplated
hereby and thereby will not:



(a) conflict with or result in a violation or breach of any of the terms, conditions or
provisions of the certificate or articles of incorporation or by-laws (or other comparable
corporate charter documents) of Transferor;



(b) subject to obtaining the consents, approvals and actions, making the filings and giving
the notices disclosed in Schedule 6.04(b), conflict with or result in a violation or breach
of any term or provision of any Law or Order applicable to Transferor or any of the Assumed
Contracts; or



(c) except as disclosed in Schedule 6.04(c), (i) conflict with or result in a
violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default
under, (iii) require Transferor to obtain any consent, approval or action of, make any filing with
or give any notice to any Person as a result or under the terms of, (iv) result in or give to any
Person any right of termination, cancellation, acceleration or modification in or with respect to,
(v) result in or give to any Person any additional rights or entitlement to increased, additional,
accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Lien
upon the Acquired Assets under, any Assumed Contract or License to which Transferor is a party or
any agreement to which Parent is a party.



6.05. Governmental Approvals and Filings. Except as disclosed in Schedule
6.05, no consent, approval or action of, filing with or notice to any Agency or Governmental or
Regulatory Authority on the part of Transferor is required in connection with the execution,
delivery and performance of this Agreement or any of the Transaction Documents to which it is a
party or the consummation of the transactions contemplated hereby or thereby.



6.06. Financial Statements. Prior to the execution of this Agreement, Transferor has
delivered to Acquiror true and complete copies of the following Financial Statements:



(a) the audited balance sheets of Transferor as of December 31, 2006 and 2007, and the related
audited statements of earnings and comprehensive earnings, stockholders’ equity and cash flows for
each of the fiscal years then ended, together with a true and correct copy of the report on such
audited information by Ernst & Young and all letters from such accountants with respect to the
results of such audits (the “Audited Financial Statements”); and



(b) the unaudited balance sheet and statements of earnings of Transferor as of and for the
nine months ended September 30, 2008 (the “Unaudited Financial Statements”).



Except as set forth in the notes thereto or in Schedule 6.06, all such Financial Statements
were prepared in accordance with GAAP and fairly present the consolidated financial condition and
results of operations of Transferor as of the respective dates thereof and for the respective
periods covered thereby, subject, in the case of such Unaudited Financial Statements, to normal
year-end adjustments (the effect of which will not, individually or in the aggregate, have a
Material Adverse Effect) and the absence of notes that, if presented, would not differ materially
from those included in the Audited Financial Statements for the fiscal year ended December 31,
2007. Each of the balance sheets included in the Audited Financial Statements and Unaudited
Financial Statements do not include any assets, other than the Excluded Assets, that are not of a
type intended to constitute part of the Acquired Assets after giving effect to the transactions
contemplated hereby.



6.07. Absence of Changes. Except for the execution and delivery of this Agreement and
the transactions contemplated hereby, since the Audited Financial Statement Date, there has not
been any event or development which, individually or together with other such events or
developments, could reasonably be expected to result in a Material Adverse Effect. Without
limiting the foregoing, except as disclosed in Schedule 6.07, since the Audited Financial
Statement Date, Transferor has not (or there otherwise has not been):



(i) sold, assigned, licensed, pledged, mortgaged or transferred any of the assets, properties
or rights included in the Acquired Assets or cancelled any debts or claims, other than in the
ordinary course of business and consistent with past practice;



(ii) entered into any transaction or created any Liability other than in the ordinary course
of business consistent with past practices, or entered into any transaction with any Affiliate of
Transferor;



(iii) made any commitment for any capital expenditure (other than the origination or
acquisition of Mortgage Loans in the ordinary course of business consistent with past practice) in
excess of $100,000 individually or $500,000 in the aggregate;



(iv) (x) increased the salary, wages or other compensation of any officer or employee of
Transferor whose total compensation is, or after giving effect to such change would be, $100,000 or
more; (y) established or modified (A) targets, goals, pools or similar provisions in respect of any
fiscal year under any Benefit Plan, employment Contract or other employee compensation arrangement
or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan,
employment Contract or other employee compensation arrangement; or (z) adopted, entered into,
amended, modified or terminated (partial or complete) any Benefit Plan except to the extent
required by applicable Law;



(v) incurred Indebtedness in an aggregate principal amount exceeding $250,000 in the
aggregate, other than Indebtedness that will be Retained Liabilities or Indebtedness with respect
to the funding of Warehouse Loans under its Warehouse Line which has been incurred in the ordinary
course of business in accordance with past practices;



(vi) incurred any physical damage, destruction or other casualty loss not covered by insurance
affecting any of the plant, real or personal property or equipment of Transferor in an aggregate
amount exceeding or expected to exceed $250,000 in the aggregate;



(vii) acquired or disposed of, or incurred a Lien (other than a Permitted Lien) on, any
Acquired Assets;



(viii) (x) amended the certificate or articles of incorporation or by-laws (or other
comparable corporate charter documents) of Transferor, (y) reorganized, liquidated or dissolved or
(z) entered into a Business Combination involving Transferor and any other Person;



(ix) commenced or terminated any line of business;



(x) entered into any transaction with any officer, director, or Affiliate of Transferor or any
Associate of any such officer, director or Affiliate;



(xi) entered into any lease of real property;



(xii) received any notice by any of the Agencies of the termination of, or of an intent to
terminate or discontinue, any business relationship or Agency Contract;



(xiii) suffered any departure by, or termination of, any key employees of Transferor,
including any of the senior management employees of Transferor; or hired any additional senior
management employees;



(xiv) made any material change in the accounting methods used by Transferor or made or changed
any Tax election or settled any Tax claim or assessment related to the Business;



(xv) become aware of any change in Law, statute or regulation applicable to Transferor or
affecting the Business or the Acquired Assets which would reasonably be expected to have a Material
Adverse Effect; or



(xvi) entered into any agreement or understanding to do any of the foregoing.



6.08. Taxes.



(a) All Taxes owed by Transferor for any taxable period or portion thereof ending on or before
the Closing Date, whether or not shown on any Tax Return, have been or will be paid by Transferor
and all Tax Returns required to be filed on or before the Closing Date by or with respect to
Transferor have been or will be filed within the time and in the manner prescribed by Law. All
such Tax Returns are and will be, in all material respects, true, correct and complete and
correctly and accurately reflect the amount of Tax liability for the period covered by such
returns, except to the extent of items that may be disputed by applicable Tax authorities, but for
which there is substantial authority to support the position taken by Transferor. No deficiency
for any Taxes or claim for additional Taxes for which Acquiror could be held liable has been
proposed, asserted or threatened to be asserted against the Transferor by any Tax authority, and
Transferor knows of no basis for the assertion of a Tax deficiency against it for which Acquiror
could be held liable. Transferor files Tax Returns in all jurisdictions where it is required to so
file, and since July 1, 2005 no claim has been made in writing by any Tax authority in any other
jurisdiction in which Transferor is engaged in the Business at the date of this Agreement that
Transferor is or may be subject to taxation by that jurisdiction. Neither Transferor nor any of
its predecessors has ever been a party to or bound by, nor does it have or has it ever had any
obligation under any Tax sharing agreement, or similar contract or arrangement for which Acquiror
could be held liable.



(b) There are no Liens or other encumbrances with respect to Taxes upon any of the Acquired
Assets, other than with respect to Taxes not yet due and payable. No issue relating to Transferor
or involving any Taxes for which Transferor might be liable has been resolved in favor of any Tax
authority in any audit or examination which, by application of the same principles, could
reasonably be expected to result in a deficiency for Taxes of Transferor or Acquiror for any other
period.



(c) Transferor has made available to Acquiror true, complete and correct copies of all Tax
Returns, audit reports, and statements of deficiencies for each of the last three taxable years
filed by or issued to or with respect to the Business or Transferor (or, insofar as such items
relate to Transferor, by or to any affiliated, consolidated, combined, or unitary group of which
Transferor was then a member).



(d) Transferor has not been and is not currently in violation (or, with or without notice or
lapse of time or both, would be in violation) of any applicable Law or regulation relating to the
payment, collection, or withholding of Taxes, or the remittance thereof, and all withholding and
payroll Tax requirements required to be complied with by Transferor up to and including the Closing
Date have been satisfied or will be satisfied.



(e) Transferor is not a foreign person within the meaning of Treasury Regulation Section
1.1445-2(b).



6.09. Legal Proceedings. Except as disclosed in Schedule 6.09:



(a) there are no Actions or Proceedings pending or, to the Knowledge of Transferor, threatened
against, Transferor or any of its Assets and Properties which (i) could reasonably be expected to
result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making
illegal the consummation of any of the transactions contemplated by this Agreement or any of the
Transaction Documents or otherwise result in a material diminution of the benefits to Acquiror
contemplated by this Agreement or any of the Transaction Documents, or (ii) if determined adversely
to Transferor, could reasonably be expected to result in (x) any injunction or other equitable
relief against Transferor that would interfere in any material respect with its business or
operations or could otherwise be reasonably expected to have a Material Adverse Effect or (y)
Losses by Transferor, individually or in the aggregate exceeding $25,000 for which Acquiror could
be held liable; and



(b) there are no Orders outstanding against Transferor that will affect any of the Acquired
Assets on or after the Closing Date or will affect Acquiror as operator of the Business.



Prior to the execution of this Agreement, Transferor has delivered to Acquiror all responses of
counsel for Transferor to auditors’ requests for information delivered in connection with the
Audited Financial Statements (together with any updates provided by such counsel) regarding Actions
or Proceedings pending or threatened against Transferor.



6.10. Compliance With Laws and Orders. Except as disclosed in Schedule 6.10,
Transferor is not, in any material respect, in violation of any applicable federal, state or local
Law, statute, rule, regulation or ordinance or in receipt of any notice that asserts a current such
violation. Since December 31, 2005, Transferor has not received any notice from any Governmental
or Regulatory Authority that it is in violation of or in default under any Law or Order applicable
to Transferor or any of the Acquired Assets, except violations that could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect. Neither Transferor
nor, to the best of Transferor’s Knowledge, any director, officer, agent, employee or other Person
associated with or acting on behalf of Transferor has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; made
any direct or indirect unlawful payment to any foreign or domestic government official or employee
from corporate funds; or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment.



6.11. Benefit Plans; ERISA.



(a) Schedule 6.11(a) contains a true and complete list of all Benefit Plans. Except
as set forth on Schedule 6.11(a), Transferor has not scheduled or agreed upon future
increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan, and no
such increases or creation of benefits have been proposed, made the subject of representations to
employees or requested or demanded by Business Employees under circumstances which make it
reasonable to expect that such increases will be granted.



(b) Transferor has provided Acquiror with a copy of the current summary plan description and
summary of material modifications of each Benefit Plan or, if a summary plan description is not
required under ERISA for such plan, a summary of the benefits of such Benefit Plan.



(c) Transferor does not have any liability arising directly or indirectly in connection with
any failure of Transferor or any ERISA Affiliate to comply with the Consolidated Omnibus
Reconciliation Act of 1985, as amended, subject to the provisions of Section 4980B of the Code and
Part 6 of Subtitle B of Title I of ERISA (“COBRA”) for which Acquiror could be held liable.



(d) Transferor does not have any Liability arising directly or indirectly to or with respect
to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or any defined
benefit pension plan subject to Title IV of ERISA for which Acquiror could be held liable.



(e) Except as set forth on Schedule 6.11(e), no Benefit Plan will result in the
payment of money or any other property or rights, or accelerate or provide any other rights or
benefits, to any current or former employee of Transferor (or other current or former service
provider thereto) that would not have been required but for the transactions provided for herein.
Except as set forth on Schedule 6.11(e), Transferor does not maintain any Benefit Plan
which provides severance or similar benefits to Business Employees or other service providers with
respect to the Business.



(f) No Benefit Plan will be transferred to or assumed by Acquiror (or any Affiliate of
Acquiror) and nothing has occurred or failed to occur with respect to any Benefit Plan which will
result in any Liability to Acquiror or any Affiliate of Acquiror.



6.12. Real Property.



(a) Transferor does not own or lease any real property, other than the Leased Offices.



(b) Transferor has a valid and subsisting leasehold estate in and the right to quiet enjoyment
of the real properties leased by it for the full term of the respective leases thereof. To the
best of Transferor’s Knowledge, each lease referred to in paragraph (c) below is a legal, valid and
binding agreement, enforceable against the lessor in accordance with its terms, and, except as set
forth in Schedule 6.12(b), Transferor has not received notice of any default thereunder.
Transferor does not owe any brokerage commissions with respect to any such leased space.



(c) Transferor has delivered to Acquiror prior to the execution of this Agreement true and
complete copies of all leases (including any amendments and renewal letters) with respect to the
Leased Offices.



6.13. Intellectual Property Rights. Schedule 6.13 lists all of the rights of
Transferor in Intellectual Property (other than know-how) that: (i) is owned by, licensed to or
otherwise controlled by Transferor; or (ii) is used in the conduct of the Business. Except as
disclosed in Schedule 6.13, in shrink-wrap licenses, or in “click to accept” licenses, (i)
there are no restrictions on such Intellectual Property that would prevent or impair the continued
use of such Intellectual Property in connection with the Business upon the consummation of the
transactions contemplated hereby, (ii) Transferor has delivered or made available to Acquiror prior
to the execution of this Agreement all material documentation in Transferor’s possession with
respect to any invention, process, design, computer program or other know-how or trade secret
included in such Intellectual Property, (iii) Transferor has not received any notice that it is in
default under any license to use such Intellectual Property, and (iv) to the Knowledge of
Transferor, such Intellectual Property is not being infringed by any other Person. Transferor is
not infringing any Intellectual Property of any other Person.



6.14. Contracts.



(a) Schedule 6.14(a) (with paragraph references corresponding to those set forth
below) contains a true and complete list of each of the following Assumed Contracts (true and
complete copies or, if none, reasonably complete and accurate written descriptions of which,
together with all amendments and supplements thereto and all waivers of any terms thereof, have
been delivered to Acquiror prior to, or will be delivered to Acquiror immediately following, the
execution of this Agreement):



(i) all Assumed Contracts providing for a commitment of employment or consultation services
for a specified or unspecified term, the name, position and rate of compensation of each Person
party to such an Assumed Contract and the expiration date of each such Assumed Contract, other than
Assumed Contracts as to which the Acquiror will not be required to make payments after the Closing
exceeding $25,000 as to any Assumed Contract or $250,000 as to all the excluded Assumed Contracts;



(ii) all Assumed Contracts with any Person containing any provision or covenant that will
prohibit or limit the ability of Acquiror to engage in any business activity or compete with any
Person or will prohibit or limit the ability of any Person to compete with Acquiror;



(iii) all partnership, joint venture, shareholders’ or other similar Assumed Contracts with
any Person;



(iv) all Assumed Contracts relating to Indebtedness of Transferor in excess of $50,000;



(v) all collective bargaining or similar labor Assumed Contracts;



(vi) all Assumed Contracts that will (A) limit or contain restrictions on the ability of
Acquiror to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any
Assets and Properties, to change the lines of business in which it participates or engages or to
engage in any Business Combination or (B) require Acquiror to maintain specified financial ratios
or levels of net worth or other indicia of financial condition;



(vii) all Assumed Contracts between Transferor on the one hand and any of Transferor or
Transferor’s Affiliates or any employees of Transferor on the other hand (other than Benefit Plans
and employment contracts already disclosed in Schedule 6.14(a) and described in (i) above);



(viii) all other Assumed Contracts, other than Mortgage Notes or Mortgage Loan agreements
acquired or entered into by Transferor in the ordinary course of business consistent with past
practice or Agency Contracts, that (A) involve the payment or potential payment, pursuant to the
terms of any such Assumed Contract, by or to Acquiror after the Closing of more than $25,000 and
(B) cannot be terminated by Acquiror after the Closing within thirty (30) calendar days after
giving notice of termination without resulting in any material cost or penalty to Acquiror; and



(ix) to the extent not otherwise covered by clauses (i) to (viii) above, and except for
Assumed Contracts related to the actual assignment and sale of individual loans made by Transferor
to Mortgagors in the ordinary course of business in accordance with past practices, all Agency
Contracts, all Servicing Agreements and all other Assumed Contracts pursuant to which Transferor
originates, sells or services Mortgage Loans.



(b) Except as to Assumed Contracts the termination of which, or the liability for breach of
which would not reasonably be expected to have a Material Adverse Effect either individually or in
the aggregate, each Assumed Contract required to be disclosed in Schedule 6.14(a) is in
full force and effect and constitutes a legal, valid and binding agreement, enforceable against
Transferor to the extent a party thereto in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, recharacterization or other similar Laws
affecting creditor’s rights generally and by general equitable principles (regardless of whether
considered in a proceeding in equity or at law); and except as disclosed in Schedule
6.14(b), (i) Transferor is not in violation or breach of or default under any such Assumed
Contract (and with notice or lapse of time or both, would not be in violation or breach of or
default under any such Assumed Contract), (ii) Transferor has not received notice that any other
party to an Assumed Contract claims that such Assumed Contract is not its legal, valid and binding
obligation or is unenforceable against such other party or that Transferor is in default under such
Assumed Contract, and (iii) other than the Assumed Contracts, there are no other Contracts to which
Transferor is a party or by which any of its Assets and Properties is bound.



6.15. Licenses. Schedule 6.15 contains a true and complete list of all
Licenses of Transferor used in or required to operate the Business, including all state Licenses
required to enable Transferor to lend and/or service/sell Mortgage Loans. Prior to the execution
of this Agreement, Transferor has delivered to Acquiror true and complete copies of all such
Licenses. Except as disclosed in Schedule 6.15:



(i) each License listed in Schedule 6.15 is valid and in full force and effect;



(ii) Transferor holds all Licenses necessary or desirable to the conduct of the Business; and



(iii) Transferor is not, and has not received any notice that it is, in default under any such
License to an extent or in a manner which could reasonably be expected to result in the termination
thereof.



6.16. Insurance.



(a) Schedule 6.16 contains a true and complete list of all liability, property,
workers’ compensation, directors’ and officers’ liability and other insurance policies currently in
effect that insure the business, operations or employees of Transferor. The insurance coverage
provided by such policies will not terminate or lapse prior to the Closing Date by reason of the
transactions contemplated by this Agreement.



(b) To the best of Transferor’s Knowledge, all mortgaged properties are currently insured
against loss by fire, hazards or extended coverage insurance policies in accordance with all
applicable requirements under the Agency Contracts, Servicing Agreements, Mortgage Loan Documents,
Laws, Orders, all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS
lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers,
HUD lenders or sellers/servicers or Freddie Mac lenders or sellers/servicers, and 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
mortgage properties are located and in an amount at least equal to the outstanding principal
balance of the applicable Mortgage Loans or, where applicable, carry a sufficient amount of
guaranteed replacement cost coverage unless prohibited by applicable state law. To the best of
Transferor’s Knowledge, all such insurance policies are in full force and effect, and all premiums
with respect to such policies have been paid. Transferor has complied with all of its obligations
under the Agency Contracts and Agency guidelines relating to the maintenance of the above-described
insurance.



6.17. Employees; Labor Relations.



(a) Schedule 6.17(a) contains a list of the name of each officer and employee of
Transferor at the date hereof, together with each such person’s position or function, annual base
salary or wages and any incentive or bonus arrangement with respect to such person in effect on
such date (each a “Business Employee”).



(b) (i) Transferor is not subject to any collective bargaining agreements or any Contracts,
decrees or orders requiring Transferor to recognize, deal with or employ any persons organized as a
collective bargaining unit or other form of organized labor and there are no threatened or
contemplated attempts to organize for collective bargaining purposes any of the employees of
Transferor; and (ii) Transferor has complied in all material respects with all applicable Laws
respecting employment and employment practices, terms and conditions of employment, wages and
hours, and Transferor is not liable for any material arrears of wages of any Taxes or penalties for
failure to comply with any such Law, and, except as set forth in Schedule 6.17(b), no
unfair labor practice complaint, sex or age discrimination claim, or claim under the Americans with
Disabilities Act is pending against Transferor before the National Labor Relations Board or any
other Governmental or Regulatory Authority. There never has been any work stoppage or strike by
employees of Transferor. Since December 31, 2005, Transferor has not received any notice of
noncompliance with applicable Laws relating to the employment of labor, including those relating to
wages, hours and collective bargaining.



(c) Except for Business Employees who are parties to employment Contracts listed on
Schedule 6.14(a), all Business Employees are “at-will” employees.



6.18. Substantial Business Relationships.



(a) Schedule 6.18(a) lists all Persons for whose benefit or at whose request
Transferor has made loans which are owned by Transferor and are outstanding, which in the aggregate
exceed $500,000. Except as disclosed in Schedule 6.18(a), to the best of Transferor’s
Knowledge, no such Person is threatened with bankruptcy or insolvency.



(b) Transferor has serviced the Mortgage Loans and otherwise has been in compliance in all
material respects with all Agency Contracts, Servicing Agreements and all handbooks, manuals,
guidelines and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders
or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie
Mac lenders or sellers/servicers. Other than the Agency Contracts identified on Schedule
2.01(f) or Schedule 6.18(b), there are no side letters or other agreements setting
forth requirements, contractual obligations, conditions or other provisions regarding the
relationship between the Agencies and the Transferor (other than the Agencies’ published handbooks,
guidelines, manuals and requirements).



(c) Except as identified on Schedule 6.18(c), Transferor has not received any notice
from Fannie Mae of any default or deficiency in Transferor’s performance as a DUS lender or Fannie
Mae approved seller/servicer and none of GNMA, FHA, HUD or Freddie Mac has provided Transferor with
notice of any default or deficiency in Transferor’s performance as a lender or seller/servicer.
Transferor is in full compliance with each net worth, reserve, liquidity and other financial
conditions required by any of the Agencies.



6.19. No Powers of Attorney. Except as set forth in Schedule 6.19, Transferor
does not have any powers of attorney or comparable delegations of authority outstanding.



6.20. Defaults. Except as set forth on Schedule 6.20, Transferor is not in
default or violation (and with notice or lapse of time or both would not be in default or
violation) in respect of any Mortgage Loans made to Mortgagors in the ordinary course of business.



6.21. Brokers. Other than with respect to Lazard Freres & Co. LLC (any fees of which
shall be paid by Transferor), all negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by Transferor directly with Acquiror without the
intervention of any Person on behalf of Transferor in such manner as to give rise to any valid
claim by any Person against Acquiror or Transferor for a finder’s fee, brokerage commission or
similar payment.



6.22. Status of Outstanding Loans.



(a) Schedule 6.22(a) is a complete and accurate list of all Mortgage Loans that are
part of the Acquired Assets, the Mortgage Loan Portfolio and the Servicing Portfolio reflecting the
following information, as of the date of this Agreement, and as to be updated as of the Closing
Date, with respect to each Mortgage Loan: the (i) name of the beneficial owner of the Mortgage
Loan (the “Investor”), (ii) loan number, (iii) Mortgagor’s name, (iv) address of mortgaged
property, (v) current principal balance, (vi) interest rate provided in the Mortgage Note, (vii)
whether it has a fixed or adjustable interest rate, (viii) next date on which the mortgage payment
is due, (ix) tax and interest reserve balance, (x) replacement reserve balance, (xi) other balance
and description, (xii) monthly principal and interest payment, (xiii) monthly tax and interest
payments, (xiv) monthly replacement reserve, (xv) monthly other payment and description, (xvi)
Advances outstanding, (xvii) Servicing Fee, (xviii) watchlist or similar classification, (xix)
12/31/07 debt service coverage ratio and (xx) most recent debt service coverage ratio, if available
(the “Mortgage Loan Schedule”). Except as set forth in Schedule 6.22(a), (A) each
Mortgage Loan on the Mortgage Loan Schedule is in full force and effect, is not in default and, if
it has been sold to or insured or guaranteed by, or is expected to be sold to or insured or
guaranteed by an Agency, complies with all applicable requirements of that Agency, and (B) the full
original principal amount of each such Mortgage Loan has been fully advanced or disbursed to the
applicable borrower, there is no requirement for future advances and any and all requirements as to
use of escrow funds that have been disbursed for completion of on-site or off-site improvements
have been complied with in all material respects. All costs, fees and expenses, mortgage
registration and other Taxes and personal property and intangible Taxes incurred in making, closing
or recording each such Mortgage Loan that were required to be paid were paid. There will be no
obligation on the part of Acquiror, or of any other party, to make supplemental payments in
addition to those made by the Mortgagor, except to the extent those payments are not required to be
made until after the Closing Date or are to be made out of escrow funds that are included in the
Acquired Assets. The Mortgage File contains each of the documents and instruments specified to be
included therein and all documents evidencing and securing each Mortgage Loan and required to be
maintained by the requirements of the Investors, duly executed and in due and proper form. Each
such document or instrument is genuine and the information contained therein is true, accurate and
complete in all material respects.



(b) Schedule 6.22(b) is a complete and accurate list (by category), as of the date of
this Agreement, to be updated as of a date not more than five Business Days before the Closing
Date, of all outstanding unfunded forward commitments and commitments for construction Mortgage
Loans that are part of the Acquired Assets and indicates in each case the party from whom
Transferor expected to obtain the funds for such Mortgage Loan commitment.



(c) Schedule 6.22(c) is a complete and accurate list (by category), as of the date of
this Agreement, to be updated as of a date not more than five Business Days before the Closing
Date, of all Mortgage Loans as to which Transferor has received applications but not yet made loan
commitments, forward commitments, unfunded commitments and commitments for permanent Mortgage Loans
(whether relating to loans to be made by Transferor on its own behalf or on behalf of another
party) and indicates in each case the proposed permanent lender and the intended disposition of
such loan (e.g., sale to Fannie Mae, etc.).



(d) Schedule 6.22(d) is a complete and accurate list, as of the date of this
Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of
all Mortgage Loans originated or serviced by Transferor which are identified as a non-performing,
“watch list” or other similarly classified loans, or upon which any delinquency advances or
servicing advances have been made, and includes a description of: (i) Investor, (ii) Mortgagor
name, (iii) address of mortgaged property, (iv) current principal balance, (v) interest rate, (vi)
whether it is fixed or adjustable, (vii) date the next payment is due, (viii) taxes and interest
balance, (ix) replacement reserve balance, (x) other balance and description, (xi) monthly
principal and interest payment, (xii) monthly taxes and interest payment, (xiii) monthly
replacement reserve payment, (xiv) monthly other payment and description, (xv) Advances
outstanding, (xvi) Servicing Fee, (xvii) watchlist or similar classification, (xviii) watchlist
level or similar classification, (xix) 12/31/07 debt service coverage ratio, (xx) most recent debt
service coverage ratio, if available, and (xxi) comments made by Transferor in relation to the
Mortgage Loans, and includes a description of whether or not the non performance has been reported
to any Agency and a narrative of the issues and action plan for each such Mortgage Loan, including
a description of any communications or discussions with any Agency concerning such Mortgage Loan.



(e) Schedule 6.22(e) is a complete and accurate list, as of the date of this
Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of
all permanent Mortgage Loans owned or serviced by Transferor for which the underlying Mortgagor or
project has a debt service coverage ratio of less than 1.10 to 1.0, based upon the most recent
financial reporting provided to Transferor.



(f) Schedule 6.22(f) is a complete and accurate list, as of the date of this Agreement
and as will be updated as of a date not more than five Business Days before the Closing Date, of
all Mortgage Loans owned or serviced by Transferor for which, in Transferor’s reasonable and good
faith judgment, based on information currently available to Transferor, Transferor may be required
to make delinquency or servicing advances, including tax advances, during the next 12 months, or as
to which, in Transferor’s reasonable and good faith opinion, the borrower is reasonably likely to
be unable to meet scheduled debt service requirements during such period.



(g) Schedule 6.22(g) is a complete and accurate list, as of the date of this
Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of
all construction Mortgage Loans owned or serviced by Transferor as to which Transferor believes, in
its reasonable and good faith judgment (i) that the remaining loan proceeds will not be sufficient
to complete the construction of the project free and clear of all Liens, or (ii) that will have
inadequate reserves to cover interest, taxes and insurance until conversion or stabilization.



(h) Schedule 6.22(h) is a complete and accurate list, as of the date of this
Agreement, to be updated as of a date not more than five Business Days before the Closing Date, of
all construction Mortgage Loans where the project is currently encumbered by mechanics,
materialmens or other similar Liens, including identification of each construction Mortgage Loans
where the borrower has not provided a bond or other collateral in an amount equal to at least 100%
of the aggregate amount of all such Liens.



(i) Except as disclosed in Schedule 6.22(i), Transferor received a lender’s policy of
title insurance in favor of Transferor in connection with all Mortgage Loans made by Transferor and
secured by real property, in an amount not less than the loan amount.



(j) Transferor has delivered to the Acquiror the Transferor’s asset management tape and MIAC
tape setting forth all the Mortgage Loans that are part of the Acquired Assets, the Mortgage Loan
Portfolio and the Servicing Portfolio as of the date of this Agreement.



6.23. No Undisclosed Liabilities; Certain Other Liabilities.



(a) Except as reflected or reserved against in the balance sheet included in the Unaudited
Financial Statements or in the notes to the Audited Financial Statements or as disclosed in
Schedule 6.23, there are no Liabilities or contingent liabilities (including guarantees)
which in any case constitute Assumed Liabilities, against, relating to or affecting Transferor or
any of its Assets and Properties, other than Liabilities which were or are incurred in the ordinary
course of business consistent with past practice and which cannot reasonably be expected to be
material to the financial condition of Acquiror after the Closing.



(b) Transferor has no obligation or liability under the Synovus Line (as described in Schedule
5.3 to the Loan Agreement) or the Fifth Third Bank Line ( as described in Schedule 5.3 to the Loan
Agreement), except for obligations with respect to letters of credit outstanding under the L.O.C.
Facility (as defined under the Synovus Line) that have been issued by the Lender under the Synovus
Line for the account of the Transferor.



6.24. Affiliate Transactions. Except as disclosed in Schedule 6.24, (i) there
are no (a) Liabilities of Transferor owed to any of Transferor’s Affiliates, or (b) Liabilities of
any of Transferor’s Affiliates owed to Transferor, and (ii) Transferor has not, directly or
indirectly, extended credit, arranged to extend credit, or renewed any extension of credit, in the
form of a personal loan, to or for any director or executive officer of Transferor, or to or for
any family member or affiliate of any director or executive officer of Transferor, in each of the
cases described in (i) or (ii) above that constitute Acquired Assets or Assumed Liabilities.



6.25. Books and Records. The Books and Records of Transferor are complete and correct
in all material respects and have been maintained in accordance with reasonable business practices.
All Books and Records of Transferor which have been delivered or otherwise made available to
Acquiror are true, complete and accurate copies of Transferor’s records.



6.26. Environmental Matters. Except as shown on Schedule 6.26, to the best of
Transferor’s Knowledge, no property with respect to which Transferor has made a loan is in material
violation of any Environmental Law. Except as shown on Schedule 6.26, Transferor has
obtained a Phase I Environmental Assessment for each property with respect to which it has made a
loan.



6.27. Lender Loss Reserve and Escrow Accounts and Letter of Credit. The Lender Loss
Reserve Accounts are in compliance with the requirements of Fannie Mae’s operational and restricted
liquidity requirements and have, and will have as of the Closing Date, an aggregate balance equal
to the amount necessary to comply with such requirements, and are and will be in a form necessary
to comply with such requirements. The Related Escrow Accounts are in compliance with the
requirements of all Agency Contracts, Servicing Agreements and all handbooks, manuals, guidelines
and requirements applicable to Fannie Mae DUS lenders or sellers/servicers, GNMA lenders or
sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Freddie Mac
lenders or sellers/servicers. The Letter of Credit and the Letter of Credit Collateral are in
compliance with the reserve requirements under the Freddie Mac loss sharing program and the Letter
of Credit Collateral is adequate to satisfy such requirements.



6.28. Solvency. Transferor is not and, immediately prior to and following the
transfer of the Acquired Assets to Acquiror will not be, insolvent, as determined under any
applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws of any applicable
jurisdiction. Immediately after giving effect to the consummation of the transactions contemplated
hereby: (a) Transferor will be able to pay its Liabilities as they become due in the ordinary
course of business; (b) Transferor will not have unreasonably small capital with which to conduct
its present or proposed business; (c) Transferor will have assets (calculated at fair market value)
that exceed its Liabilities; and (d) taking into account all pending and threatened litigation,
final judgments against Transferor in actions for money damages are not reasonably anticipated to
be rendered at a time when, or in amounts such that, Transferor will be unable to satisfy any such
judgments promptly in accordance with their terms (taking into account the maximum probable amount
of such judgments in any such actions and the earliest reasonable time at which such judgments
might be rendered) as well as all other obligations of Transferor. The cash available to
Transferor, after taking into account all other anticipated uses of the cash, will be sufficient to
pay all Transferor’s debts and judgments when they are required to be paid in accordance with their
terms.



6.29. Accuracy of Information. No representation or warranty by the Transferor in
this Agreement, and no statement by Transferor, Parent or MuniMae in any Transaction Document or
other document, certificate or other writing furnished or to be furnished by or on behalf of
Transferor, Parent or MuniMae at the Closing hereunder contains or will contain any untrue
statement of material fact or omits to state or will omit to state any material fact necessary in
order to make the statements herein or therein, in light of the circumstances under which they were
made, not misleading as of the date of this Agreement or the date furnished, as the case may be,
and all of the foregoing accurately, completely and correctly present or will present the
information required or purported to be set forth herein or therein. There is no material fact or
circumstance as of the date hereof which has not been disclosed in writing to Acquiror of which
Transferor, Parent or MuniMae has Knowledge which could reasonably be expected to result in a
Material Adverse Effect.



ARTICLE VII




REPRESENTATIONS AND WARRANTIES OF ACQUIROR 




Acquiror hereby represents and warrants to Transferor as follows:



7.01. Organization. Acquiror is a limited liability company duly organized, validly
existing and in good standing under the Laws of the State of Delaware. Acquiror has full limited
liability company power and authority to execute and deliver this Agreement and the Transaction
Documents to which it will be a party, to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby, and to conduct the Business after the
Closing. Subject to Transferor’s obligations set forth in Section 8.12(e), Acquiror is, or will be
as soon as practicable after the Closing, duly qualified, licensed or admitted to do business and
is in good standing in all jurisdictions in which the ownership, use or leasing of its Assets and
Properties, or the conduct or nature of its business, makes such qualification, licensing or
admission necessary and in which the failure to be so qualified, licensed or admitted and in good
standing could reasonably be expected to have an adverse effect on the validity or enforceability
of this Agreement or any of the Transaction Documents to which it is a party, on the ability of
Acquiror to perform its obligations hereunder or thereunder or the financial condition or prospects
of Acquiror after the Closing.



7.02. Authority. The execution and delivery by Acquiror of this Agreement and the
Transaction Documents to which it is a party, and the performance by Acquiror of its obligations
hereunder and thereunder, have been duly and validly authorized by the members and the board of
managers of Acquiror and no other limited liability company action on the part of Acquiror is
necessary. This Agreement has been duly and validly executed and delivered by Acquiror and
constitutes, and upon the execution and delivery by Acquiror of the Transaction Documents to which
it is a party, such Transaction Documents will constitute, legal, valid and binding obligations of
Acquiror enforceable against Acquiror in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, recharacterization or
other similar Laws affecting creditor’s rights generally and by general equitable principles
(regardless of whether considered in a proceeding in equity or at Law).



7.03. No Conflicts. The execution and delivery by Acquiror of this Agreement do not,
and the execution and delivery by Acquiror of the Transaction Documents to which it is a party, the
performance by Acquiror of its obligations under this Agreement and such Transaction Documents and
the consummation of the transactions contemplated hereby and thereby will not:



(a) conflict with or result in a violation or breach of any of the terms, conditions or
provisions of the certificate of formation, the limited liability company agreement as currently in
effect or as expected to be in effect on the Closing Date or other governing documents of Acquiror;



(b) subject to obtaining the consents, approvals and actions required by the Agencies and
making the filings and giving the notices required under the HSR Act, if any, conflict with or
result in a violation or breach of any term or provision of any Law or Order applicable to Acquiror
or any of its Assets and Properties; or



(c) except for the filing and processes required under the HSR Act, if any, (i) conflict with
or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or
both) a default under, (iii) require Acquiror to obtain any consent, approval or action of, make
any filing with or give any notice to any Person as a result or under the terms of, or (iv) result
in the creation or imposition of any Lien upon Acquiror or any of its Assets and Properties under,
any Contract or License (other than an Assumed Contract, a License that is part of the Acquired
Assets or the Letter of Credit or any other Contract or License that is being sold or contributed
by Transferor to Acquiror or by which the Acquired Assets are encumbered or bound when they are
transferred by Transferor to Acquiror) to which Acquiror is, or after the Closing will be, a party
or, by which any of its current Assets and Properties are, or the Assets and Properties it will own
after the Closing will be, bound.



7.04. Governmental Approvals and Filings. Except for the filing and processes
required under the HSR Act, no consent, approval or action of, filing with or notice to any
Governmental or Regulatory Authority on the part of Acquiror is required in connection with the
execution, delivery and performance of this Agreement or the Transaction Documents to which it is a
party or the consummation of the transactions contemplated hereby or thereby.



7.05. LLC Agreement and Capitalization.



(a) At the date of this Agreement, the limited liability company agreement of Acquiror is in
the form of Exhibit 7.05(a) and the only member of Acquiror is Mud Duck, which holds 100%
of the membership interests in Acquiror.



(b) Immediately following the Closing, (i) the LLC Agreement will be in the form of
Exhibit 5.02(a)(ii), (ii) the only authorized membership interests in Acquiror will be
50,000 Common Units, 30,000 Series A Preferred Units, 17,000 Series B Preferred Units and 41,750
Undesignated Preferred Units, (iii) the only outstanding Units will be 23,500 Common Units, at
least 65% of which will be owned by Mud Duck, and the Series A Preferred Units and Series B
Preferred Units that are issued to Transferor at the Closing, and (iv) Acquiror will not have
issued any options, warrants, or other rights or any other convertible or exchangeable securities,
and will not be a party to any other agreements, that currently or upon the payment of money, the
passage of time or the occurrence of any other event, will entitle any Person to acquire any
ownership interest in Acquiror.



(c) When Acquiror issues Series A Preferred Units and Series B Preferred Units to Transferor
at the Closing, (i) those Preferred Units will be duly authorized, validly issued, fully paid and
non-assessable, will represent valid equity interests in Acquiror, and will entitle their holders
to all the rights and preferences of Series A Preferred Units and Series B Preferred Units
specified in the LLC Agreement, and (ii) Transferor will own those Series A Preferred Units and
Series B Preferred Units free and clear of any Liens or claims of other persons (other than the
Series B Setoff Rights).



7.06. Activities of Acquiror. Acquiror was formed for the purpose of entering into
the transactions that are the subject of this Agreement, and at the date of this Agreement,
Acquiror has never engaged in any activities other than activities related to its execution of this
Agreement. At the date of this Agreement, Acquiror’s only assets are $1,000 and an agreement to
fund the loan to Parent pursuant to, and at the times stated in, the Loan Agreement in the original
principal amount of up to $15,000,000, contributed by Mud Duck to acquire 100% of the membership
interests and Acquiror has no Liabilities. At the Closing Date, before the Closing, the only
assets of Acquiror will be: (a) the Term Note and (b) an amount of cash equal to the Cash Closing
Payment, both of which will have been contributed by Mud Duck, or other members holding no more
than one-third of the Common Units, in exchange for Common Units, and Acquiror will not have any
Liabilities.



7.07. Compliance with Agency Requirements. On the Closing Date, the assets and
financial condition of Acquiror will be adequate to cause Acquiror to be in compliance in all
material respects with all net worth, reserve, liquidity and other financial conditions required by
any of the Agencies under any of the Agency Contracts that will be Assumed Liabilities or under any
Agency guidelines that will be applicable to the Business after the Closing.



7.08. Access to Funds. Mud Duck has, or has enforceable agreements under which it can
obtain, and Mud Duck has entered into a legally binding and enforceable agreement to contribute to
Acquiror prior to the Closing, all the funds necessary to enable Acquiror to pay the Cash Closing
Payment to Transferor at the Closing.



7.09. Legal Proceedings. There are no Actions or Proceedings pending or, to the
knowledge of Acquiror, threatened against, relating to or affecting Acquiror or any of its Assets
and Properties which could reasonably be expected to result in the issuance of an Order
restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the
transactions contemplated by this Agreement or any of the Transaction Documents or could reasonably
be expected to have a material adverse effect upon the financial condition or operations of
Acquiror or the Business.



7.10. Brokers. All negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by Acquiror directly with Transferor without the
intervention of any Person on behalf of Acquiror in such manner as to give rise to any valid claim
by any Person against Transferor or Transferor for a finder’s fee, brokerage commission or similar
payment.



7.11. Accuracy of Information. No representation or warranty by the Acquiror in this
Agreement, and no statement by Acquiror or Mud Duck in any Transaction Document or other document,
certificate or other writing furnished or to be furnished by or on behalf of Acquiror or Mud Duck
at the Closing hereunder contains or will contain any untrue statement of material fact or omits to
state or will omit to state any material fact necessary in order to make the statements herein or
therein, in light of the circumstances under which they were made, not misleading as of the date of
this Agreement or the date furnished, as the case may be, and all of the foregoing accurately,
completely and correctly present or will present the information required or purported to be set
forth herein or therein. There is no material fact or circumstance as of the date hereof which has
not been disclosed in writing to Transferor of which Acquiror or Mud Duck has Knowledge which could
reasonably be expected to result in a material adverse effect upon the financial condition or
operations of the Business.



ARTICLE VIII




COVENANTS




Transferor covenants and agrees with Acquiror that, at all times from and after the date
hereof, for the period specified herein or, if no period is specified herein, indefinitely,
Transferor will comply with all covenants and provisions of this Article VIII, except to the extent
Acquiror may otherwise give its prior consent in writing.



8.01. Cooperation; Approvals. From and after the date of this Agreement until the
Closing or the date on which this Agreement terminates, Transferor will use its commercially
reasonable efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the Acquiror in doing, all things necessary, proper or
advisable to timely cause the conditions in Article XI to be satisfied and to consummate and make
effective the transactions contemplated by this Agreement, as promptly as practicable, including
(a) using commercially reasonable efforts to obtain as promptly as practicable all consents,
approvals or actions of, making all filings with and giving all notices to Governmental or
Regulatory Authorities, the Agencies or any other Person, including U.S. Bank National Association
(the “Bank”), as lender under the Warehouse Line, required with regard to the transactions
contemplated hereby, including those described in Schedules 6.04 or 6.05; (b) providing
such other information and communications to such Governmental or Regulatory Authorities, Agencies
or other Persons as such Governmental or Regulatory Authorities, Agencies or other Persons may
reasonably request; and (c) cooperating with Acquiror as promptly as practicable in Acquiror’s
efforts to obtain all consents, approvals or actions of, making all filings with and giving all
notices to Governmental or Regulatory Authorities, Agencies or other Persons required of Acquiror
to consummate the transactions contemplated hereby. Transferor will provide prompt notification to
Acquiror when any such consent, approval, action, filing or notice referred to in clause (a) above
is obtained, taken, made or given, as applicable, and will advise Acquiror of any communications
(and, unless precluded by Law, provide copies of any such communications that are in writing) with
any Governmental or Regulatory Authority, Agency or other Person regarding any of the transactions
contemplated by this Agreement or any of the Transaction Documents. Transferor shall be
responsible and agrees to pay for all costs, fees and expenses related to obtaining all consents,
approvals or actions of the Agencies and the Bank, other than costs incurred by Acquiror in
fulfilling its obligations under Article IX, and hereby authorizes the Acquiror and its employees,
counsel, accountants and other authorized representatives and agents to contact and conduct
discussions with the Agencies and the Bank, and any other persons or entities Acquiror deems
appropriate (collectively, the “Authorized Third Parties”) concerning the transactions
contemplated hereby and any consents or approvals from the Agencies, the Bank or such other
Authorized Third Parties that are necessary or are reasonably deemed advisable by the Acquiror.
Notwithstanding anything herein to the contrary, all conditions to the consents, approvals or
actions required by the Agencies, the Bank or the Authorized Third Parties, to consummate the
transactions contemplated hereby shall be subject to the Acquiror’s approval, which it may grant or
withhold to the extent Acquiror reasonably determines any such condition could not have reasonably
been anticipated, is unduly burdensome or is not commercially reasonable.



8.02. Books and Records. At Closing or immediately thereafter, Transferor will
deliver to Acquiror all of the Books and Records and any applicable tax basis information for the
Acquired Assets, and if at any time after the Closing Transferor discovers in its possession or
under its control any other Books and Records, it will forthwith deliver such Books and Records to
Acquiror.



8.03. Notice and Cure. From and after the date of this Agreement until the Closing,
Transferor will notify Acquiror promptly in writing of, and contemporaneously will provide Acquiror
with true and complete copies of any and all information or documents relating to, and will use
commercially reasonable efforts to cure, any event, transaction or circumstance occurring after the
date of this Agreement that causes or will cause any covenant or agreement of Transferor under this
Agreement to be breached, that renders or will render untrue any representation or warranty of
Transferor contained in this Agreement as if the same were made on or as of the date of such event,
transaction or circumstance or would cause any condition set forth in Article XI to fail to be
satisfied as of the Closing. Notice given pursuant to this Section 8.03 that relates to facts
existing or circumstances occurring prior to the date of this Agreement shall not cure or otherwise
have any effect on the representations, warranties, covenants or agreements contained in this
Agreement for purposes of determining satisfaction of any condition contained herein nor shall such
notice in any way limit Acquiror’s right to seek indemnity under Article XIV. Notice given
pursuant to this Section 8.03 with respect to matters first occurring after the date of this
Agreement shall not cure or otherwise have any effect on any representations, warranties,
covenants, or agreements for purposes of determining whether the conditions of Section 11.02(c)
have been satisfied or whether Acquiror has the right to terminate this Agreement pursuant to
Section 13.01, but shall cure the related breach of any representation or warranty for all other
purposes under this Agreement.



8.04. Due Diligence and Continued Access. Between the date of this Agreement and the
Closing Date, Transferor will afford Acquiror and its advisors access, during normal business hours
(or other mutually agreed upon times), to the personnel, Assets and Properties, Contracts, Books
and Records, Mortgage Files, Mortgage Loan Documents and other documents and data of Transferor,
and, to the extent Transferor in the exercise of commercially reasonable efforts can arrange it,
certain Third Parties that contract with the Business as the Acquiror may request. Without
limiting the generality of the foregoing, Transferor shall provide copies of any documents
containing information regarding the Business, Assets and Properties, Contracts, Books and Records,
Mortgage Files and Mortgage Loan Documents of Transferor as Acquiror may request, including updated
copies of the Transferor’s asset management tape and MIAC tape reflecting all of the Mortgage Loans
that are part of the Acquired Assets or the Servicing Portfolio and any actions plan write-ups for
Mortgage Loans listed in Schedule 6.22(d), as requested by the Acquiror from time to time; provided
that, Acquiror agrees that information obtained by way of such access after the Due Diligence Date
can not be asserted as a basis to terminate this Agreement under Section 13.01(b), although such
information may, if applicable, be asserted as a basis for termination for any other reason under
Article XIII hereof. The Transferor will deliver a complete and accurate copy of the Transferor’s
asset management tape and MIAC tape reflecting all of the Mortgage Loans that are part of the
Acquired Assets or the Servicing Portfolio as of the Closing Date.



8.05. Operation of the Business Prior to Closing. Between the date of this Agreement
and the Closing Date, Transferor will (a) conduct the Business in the ordinary course of business
(subject to the availability of funds under the Warehouse Line, which is currently available), and
preserve the Business and Transferor’s Assets and Properties, in each case, in substantially the
same manner as heretofore conducted or preserved consistent with past practice, (b) use its best
efforts to preserve intact the current business organization of Transferor, keep available the
services of the current officers and employees of Transferor, and maintain the contractual
relations and goodwill of Transferor with the Agencies, Mortgagors, landlords, creditors and others
having business relationships with Transferor, (c) not cause or permit any amendment, supplement,
waiver or modification to or of its articles of incorporation or bylaws or create any Subsidiaries;
(d) not declare, set aside, make or pay dividends or other distributions on or in respect of, or
redeem or repurchase, directly or indirectly, any shares of capital stock of Transferor, unless it
is permitted under Section 6 of the Pledge Agreement, dated the date of this Agreement, between MMA
Financial Holdings, Inc. and Mud Duck, or issue or sell any shares of capital stock of Transferor,
or any securities convertible or exchangeable for any such shares, except to Parent or MuniMae; (e)
not take, and cause the Parent to not take, any action or knowingly omit to take any commercially
reasonable action that it has the ability to take, which action or omission would result in a
breach of any of the representations and warranties set forth in Article VI; (f) not change in any
respect its accounting practices, policies or principles, except as may be required by applicable
Law or GAAP; (g) not incur new or increased Indebtedness that will be Assumed Liabilities, except
in the ordinary course of business consistent with past practices; (h) maintain balances in the
Lender Loss Reserve Accounts of cash reserves that are adequate to satisfy the lender loss reserve
requirements of Fannie Mae related to operational liquidity, and of cash or cash equivalents
(including commercial paper) adequate to satisfy the lender loss reserve requirements of Fannie Mae
related to restricted liquidity; (i) not engage in any of the Tax matters activities described in
Section 6.07(xiv); (j) not solicit Mortgagors for prepayment of Mortgage Loans; (k) maintain all
insurance policies at such insurance coverage levels as required by any Servicing Agreements,
Agency Contracts, and other handbooks, guidelines or requirements of the Agencies, including with
respect to any casualty loss to any mortgaged property subject to a Mortgage Loan; (l) comply with
all requirements pursuant to, and to the extent within its control, maintain its ability to borrow
under, its Warehouse Line; (m) not undertake any matters outside the ordinary course of business
without the prior written consent of Acquiror; and (n) not commit to fund any new loans or enter
into new forward commitments without the prior consent of Acquiror. An action shall be deemed to
be in the ordinary course of business only if it is consistent with past practice.



8.06. No Solicitation, Etc. From and after the date of this Agreement until the
earlier to occur of the Closing or termination of this Agreement pursuant to Article XIII,
Transferor, Parent and MuniMae will not, and shall cause each of their respective Affiliates not
to, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, or
discuss or negotiate with, any Person relating to any transaction involving the sale of the
Business, the Acquired Assets, the Assets and Properties or the capital stock of Transferor (by
sale, merger or otherwise).



8.07. Employee and Employee Benefits.



(a) Employment of Business Employees by Acquiror.



(i) Acquiror is not obligated to hire any Business Employee but may interview all Business
Employees. Transferor shall use commercially reasonable efforts to persuade all Business Employees
to whom Acquiror extends offers of employment to accept such offers. Acquiror shall provide
Transferor with a list of Business Employees to whom Acquiror has made offers of employment that
has been accepted to be effective on the day immediately following the Closing Date (the “Hired
Business Employees”). Effective immediately at 11:59 p.m. on the Closing Date, Transferor will
terminate its employment of all Hired Business Employees.



(ii) Neither Transferor nor any of its Affiliates shall solicit the continued employment of
any Business Employee (unless and until Acquiror has informed Transferor in writing that the
particular Business Employee will not receive any employment offer from Acquiror) or the employment
of any Hired Business Employee after the Closing while that Hired Business Employee continues to be
employed by Acquiror and for a period of three months after that Hired Business Employee’s
employment by Acquiror ends. However, nothing in this Section will prevent Transferor or an
Affiliate from placing advertisements regarding employment opportunities in publications of general
circulation or trade publications, provided those advertisements are not directed particularly at
employees of Acquiror.



(iii) It is understood and agreed that (A) Acquiror’s expressed intention to extend offers of
employment as set forth in this Section shall not constitute any commitment, Contract or
understanding (expressed or implied) of any obligation on the part of Acquiror to a post-Closing
employment relationship of any fixed term or duration or upon any terms or conditions other than
those that Acquiror may establish pursuant to individual offers of employment, and (B) employment
offered by Acquiror may be “at will,” in which case it may be terminated by Acquiror or by an
employee at any time for any reason (subject to any written commitments to the contrary made by
Acquiror or an employee and applicable Law). Nothing in this Agreement shall be deemed to prevent
or restrict in any way the right of Acquiror to terminate, reassign, promote or demote any of the
Hired Business Employees after the Closing or to change adversely or favorably the title, powers,
duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions
of employment of such employees.



(b)



(i) Transferor will, effective as of the Closing Date, cause the accounts or benefits of each
Hired Business Employee under a Benefit Plan that is a qualified or non-qualified retirement plan
to be fully vested.



(ii) Transferor will, and will cause MMA Financial, Inc. to, accelerate the vesting of any
deferred compensation payment due following the Closing Date under any agreement with the Business
Employees listed on Schedule 8.07 who become Hired Business Employees, and shall make such payment
to such Hired Business Employees, on the Closing Date.



(iii) Transferor will waive the tuition reimbursement repayment obligations that might
otherwise be owed by Hired Business Employees under Transferor’s tuition reimbursement plan.



(iv) To the extent permitted under the Benefit Plans, Transferor will, and will cause MMA
Financial, Inc. to, provide Hired Business Employees who participate in Transferor’s Benefit Plans
that provide medical and dental benefits as of the Closing Date with coverage under such Benefit
Plans until the last day of the month during which the Closing Date occurs, with COBRA continuation
coverage offered as of the first day of the following month.



(c) Subject to the terms of each Benefit Plan and unless otherwise specified by applicable
Law, Transferor shall pay the following in cash within seven Business Days after the Closing Date:
(i) wages and other remuneration due to Hired Business Employees with respect to their services as
employees of Transferor through the close of business on the Closing Date, including accrued
vacation, PTO balances and pro rata bonus payments, if applicable; (ii) any matching or other
employer contributions required with respect to Hired Business Employees under the terms of
Transferor’s 401(k) plan; and (iii) all other obligations due through the close of business on the
Closing Date to Hired Business Employees under the terms of the Benefit Plans or otherwise.



(d) Acquiror will set its own initial terms and conditions of employment for the Hired
Business Employees and others it may hire, including work rules, benefits and salary and wage
structure, all as permitted by Law.



(e) General Provisions.



(i) Transferor and Acquiror shall give any notices required by Law and take whatever other
actions with respect to the plans, programs and policies described in this Section 8.07 as may be
necessary to carry out the arrangements described in this Section 8.07.



(ii) Transferor and Acquiror shall provide each other with such plan documents and summary
plan descriptions, employee data or other information as may be reasonably required to carry out
the arrangements described in this Section 8.07.



(iii) If any of the arrangements described in this Section 8.07 are determined by the IRS or
other Governmental or Regulatory Authority to be prohibited by Law, Transferor and Acquiror shall
modify such arrangements to as closely as possible reflect their expressed intent and retain the
allocation of economic benefits and burdens to the parties contemplated herein in a manner that is
not prohibited by Law.



(iv) Transferor shall provide Acquiror with completed I-9 forms and attachments with respect
to all Hired Business Employees, except for such employees as Transferor certifies in writing to
Acquiror are exempt from such requirement.



(v) Acquiror shall not have any responsibility, liability or obligation, whether to Business
Employees, former employees, their beneficiaries or to any other Person, with respect to any
Benefit Plans or any other employee benefit plans, practices, programs or arrangements maintained
by Transferor.



8.08. Maintenance of Letter of Credit. Transferor hereby agrees that the $17,400,000
of letters of credit issued to Transferor by Columbus Bank and Trust Company to satisfy the reserve
requirement under the Freddie Mac loss sharing program under the Agency Contract with Freddie Mac
(the “Letters of Credit”) will remain in full force and effect until the earlier of (a) the
one year anniversary of the Closing Date) and (b) such time as Acquiror establishes a reserve
account to satisfy the Freddie Mac reserve requirement for such loss sharing program;
provided, however, that if the Letters of Credit are terminated prior to the one
year anniversary of the Closing Date, then Transferor will, and will cause its Affiliates to,
permit Acquiror to use the property of Transferor or its Affiliates that secures the Letters of
Credit (the “Letter of Credit Collateral”) as security for a new letter of credit obtained
by the Acquiror until the one year anniversary of the Closing Date. Transferor and its Affiliates
that own Letter of Credit Collateral shall, as of the Closing, grant a security interest in the
Letter of Credit Collateral to Acquiror, subordinate to the security interest of Columbus Bank and
Trust Company, as security for the obligation of Transferor and its Affiliates to make such Letter
of Credit Collateral available to Acquiror to secure a new letter of credit until the earlier of
(a) and (b) above, and the Transferor and its Affiliates shall enter into at the Closing a Security
Agreement in a form reasonably satisfactory both to the Transferor and to Acquiror granting that
security interest. The Acquiror will be responsible for any interest and other fees due and
payable on such Letters of Credit from and after the Closing, which are listed in Schedule
8.08, until the earlier of (a) and (b) above. In accordance with Section 4.6 of the LLC
Agreement (for no consideration other than satisfaction of the requirements set forth in this
Section 8.08), automatic redemption of the number of Series B Preferred Units that have a
cumulative Liquidation Preference (as defined in the LLC Agreement) equal to Two Million Dollars
($2,000,000) will occur upon the termination of the Letters of Credit and release of the Lien on
the Letter of Credit Collateral securing the reimbursement obligation relating to the Letters of
Credit (or any new letter of credit that is secured by the Letter of Credit Collateral as permitted
by this Section). Transferor and Acquiror agree to treat the redemption of the Series B Preferred
Units set forth in this Section 8.08 as an adjustment to the Consideration for all Tax purposes,
with such adjustment considered to be made exclusively to the Contributed Assets which were
contributed to Acquiror for the Series B Preferred Units.



8.09. Change of Name. On or promptly after the Closing Date, Transferor shall amend
its articles of incorporation and take all other actions necessary to change its name to one
sufficiently dissimilar to Transferor’s present name, in Acquiror’s reasonable judgment, to avoid
confusion. The Acquiror may, in its discretion, use Transferor’s present corporate name and logo
from the time of Closing; provided, however, that Acquiror will do so solely in
connection with the Business and in a manner that in Transferor’s reasonable judgment, will not
create confusion regarding the lack of continuing involvement of MuniMae in the Business.



8.10. Payment of Liabilities. Transferor shall pay or otherwise satisfy in the
ordinary course of business all of its Liabilities and obligations, other than Assumed Liabilities
that are not due and payable in the ordinary course until after the Closing Date. Acquiror and
Transferor hereby waive compliance with the bulk-transfer provisions of Article 6 of the Uniform
Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the transaction
contemplated by this Agreement.



8.11. Escrow and Lender Loss Reserve Accounts. After the Closing Date, if Transferor
discovers that it failed to transfer to Acquiror as of the Closing any cash or cash equivalents
that were required as of the Closing to be held in escrow in Related Escrow Accounts or in the
Lender Loss Reserve Accounts with respect to the Mortgage Loan Portfolio, Servicing Portfolio or
under the Agency Contracts, resulting in a shortfall in such accounts, then Transferor will
promptly transfer and remit to Acquiror an amount of cash equal to such shortfall.



8.12. Transfers of Acquired Assets, Assumed Contracts and Mortgage Loans.



(a) Acquiror shall assume and take over from Transferor the benefit and burden of the Assumed
Contracts to which Transferor is party with effect from the Closing Date; provided that insofar as
any of the Assumed Contracts cannot be transferred to Acquiror except by an assignment made with
the consent of another party or by an agreement of novation, then (without prejudice to any other
rights of Acquiror) the following provisions shall apply:



(i) neither this Agreement nor any other agreement or instrument shall constitute an
assignment or an attempted assignment of such Assumed Contract if the assignment or attempted
assignment would constitute a breach of such Assumed Contract;



(ii) Transferor shall be responsible for obtaining, and shall use its best efforts both before
and after Closing Date to obtain, any such consent or novation;



(iii) until such consent or novation is obtained, Transferor shall do all such acts and things
as Acquiror may reasonably require to provide Acquiror with the benefits of any right of Transferor
against the other party to such Assumed Contract arising out of its cancellation by the other party
or otherwise, provided that Acquiror fulfills or pays the cost of fulfilling all Transferor’s
obligations under such Assumed Contract (other than the costs of Transferor set forth in Section
8.12(b)); and



(iv) if and to the extent that no arrangements contained in this Section 8.12 can be made,
Transferor shall upon request of Acquiror use its best efforts to cause such Assumed Contract to be
terminated without liability to Acquiror and after the Assumed Contract is terminated, Acquiror
shall have no further obligation to the Transferor relating to such Assumed Contract.



(b) Transferor will take all other actions as Acquiror may reasonably request to put Acquiror
in actual possession and operating control of the Acquired Assets (whether or not disclosed as
transferable), including, with respect to those Acquired Assets that are fixed assets, whether
leased or otherwise and whether or not disclosed as transferable, set forth in Section 2.01(h) or
that are software, whether licensed or otherwise and whether or not disclosed as transferable, set
forth in Section 2.01(s), paying any transfer charges or other costs of obtaining consent to
assignment of leases or licenses, any costs of buying leased or licensed assets so they can be
delivered to Acquiror, any up front fees for replacing the license or lease that cannot be assigned
or any cost of purchasing replacement assets to be delivered to Acquiror, or obtaining a new
software license for any such software as requested by Acquiror, and shall, after the Closing Date,
be a trustee for Acquiror in respect of all the Acquired Assets until the same shall have been
formally delivered and/or formally transferred or assigned to Acquiror and all necessary transfers
of title have been registered. Notwithstanding anything herein to the contrary, Transferor shall
be responsible for all the costs of any license fees, buy-out fees and other acquisition fees and
costs that must be paid by Transferor in order to obtain any Acquired Asset (whether or not
disclosed as transferable) set forth in Sections 2.01(h) or 2.01(s) or any replacement thereof, or
any Assumed Contract, lease or license for any such Acquired Asset or any replacement thereof that
has not been deducted from the Cash Closing Payment set forth in Section 1.02(a).



(c) Unless previously recorded in the name of the Investor as set forth on the Mortgage Loan
Schedule, Transferor shall, at its expense, cause to be prepared and executed, and, where
applicable, record all documents necessary to legally transfer and assign all right, title and
interest in and to the Servicing Portfolio, Mortgage Loan Portfolio and any Mortgage Loans that are
part of the Acquired Assets from Transferor to Acquiror, including the Mortgage Note endorsements
and all assignments of the Mortgage Loans, notices of transfer or equivalent instruments in
recordable form sufficient under the applicable Servicing Agreements, Mortgage Loan Documents, and
all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS lenders or
sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders
or sellers/servicers or Freddie Mac lenders or sellers/servicers, and the Laws of the jurisdiction
wherein the related mortgaged property is located to reflect the transfer of the Mortgage Loan to
the Acquiror (the “Recorded Assignments”). Transferor shall provide a special purpose
resolution authorizing those officers of Acquiror to sign such documents on Transferor’s behalf.
Transferor shall be responsible for obtaining and shall pay the cost of securing the approval of
the Investors, including payment of any fees, sub-servicer fees or transfer fees due. In addition,
Transferor shall, at Transferor’s cost and expense (i) obtain the release of the Mortgage Loan
Documents from the Transferor’s custodian of the Mortgage Loans, (ii) ship the Mortgage Loan
Documents and any related Mortgage File to Acquiror or a custodian designated by Acquiror, and
(iii) obtain and deliver complete master file tape information and any other electronically stored
information. To the extent not delivered as of the Closing, subsequent to the Closing, Transferor
agrees to complete and be responsible for preparing and delivering all documents necessary to
legally transfer and assign all right, title and interest in and to the Servicing Portfolio,
Mortgage Loan Portfolio and any Mortgage Loans that are part of the Acquired Assets, including any
Recorded Assignments. With respect to any Mortgage Loan, Transferor shall deliver to Acquiror any
Recorded Assignments at the Closing, or to the extent not available as of the Closing, within ten
(10) Business Days after the Closing Date. Transferor shall diligently pursue obtaining the
Recorded Assignments and shall deliver the same to Acquiror immediately upon receipt.



(d) In accordance with the Agency Contracts, Servicing Agreements, Mortgage Loan Documents,
and all handbooks, manuals, guidelines and requirements applicable to Fannie Mae DUS lenders or
sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders
or sellers/servicers or Freddie Mac lenders or sellers/servicers, and applicable Laws, Transferor
will 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 Acquired Assets and instructions to deliver all payments,
notices, tax bills, insurance statements, and escrow account statements, as the case may be, to
Acquiror from and after the Closing Date. Transferor shall use a mutually agreeable form of letter
to the Mortgagors and Transferor shall deliver the completed form of letter to Transferor ten (10)
Business Days prior to mailing. Acquiror shall approve or disapprove the completed letter within
three (3) Business Days after receipt.



(e) To the extent a License is not transferable by the Transferor to the Acquiror at Closing,
Transferor agrees to assist and cooperate with Acquiror to obtain any such Licenses necessary to
operate the Business.



(f) Transferor agrees to maintain its corporate existence and power and authority to take the
actions contemplated by this Section 8.12 for a period of two (2) years from the Closing Date.



8.13. Additional Obligations of Transferor/Advances.



(a) Effective as of the Closing Date, Transferor appoints Acquiror and its successor and
assigns, its true and lawful attorney, with full power of substitution, in its name but on behalf
and for the benefit of and at the expense of Acquiror:



(i) to collect in its name for the account of Acquiror all accounts, notes and loan
receivables and other items included in the Acquired Assets; and



(ii) to do all such acts and things in relation to the foregoing as is reasonably necessary to
exercise such powers, as Acquiror may deem advisable.



(b) The foregoing power is coupled with an interest and will be irrevocable by the granting
Transferor, its successors or assigns, whether upon its dissolution or otherwise, in any manner or
for any reason. Except as specifically required by this Agreement, Acquiror will retain for its
own account any amounts collected pursuant to the foregoing power, including any sums payable as
interest in respect thereof. All Servicing Fees accruing after the Closing Date (other than as set
forth in Section 2.02(d)) shall inure to the benefit of the Acquiror. Transferor will hold in
trust for the benefit of the Acquiror, and will pay to Acquiror on the first and fifteenth day of
each month (or on the following Business Day if the 1st or 15th day falls on a non-Business Day),
any amounts which are received by Transferor in respect of any Acquired Assets and all Servicing
Fees accruing after the Closing Date. Acquiror will hold in trust for the benefit of the
Transferor, and will pay to Transferor on the first and fifteenth day of each month (or on the
following Business Day if the 1st or 15th day falls on a non-Business Day), any amounts which are
received by Acquiror in respect of any Excluded Assets.



(c) Any collections by Transferor or Acquiror with respect to Advances (which, for purposes of
this paragraph, will include Advances made by Acquiror at or after the Closing) relating to a
Mortgage Loan shall, for any outstanding Advances made before the Closing with respect to such
Mortgage Loan and any outstanding Advances made at or after the Closing with respect to such
Mortgage Loan, be applied (i) to the extent the collection received designates a particular payment
obligation that was the subject of an Advance, (for example, the payment designates that it is to
be applied to the interest payment advanced on a certain date), to the outstanding Advance related
to the designated payment obligation, and (ii) otherwise, first to the earliest funded outstanding
Advance relating to such Mortgage Loan.



8.14. Updated Mortgage Loan Schedule. Within two (2) Business Days following the
Closing Date, Transferor shall deliver to Acquiror via email or other means specified by the
Acquiror, an electronic version of the Mortgage Loan Schedule in Excel format reflecting the
information set forth in Section 6.22(a) as of the close of business on the Closing Date along with
a certificate of an officer of the Transferor certifying that it is accurate and complete as of the
close of business on the Closing Date.



ARTICLE IX




COVENANTS OF ACQUIROR




Acquiror covenants and agrees with Transferor that, at all times from and after the date
hereof, for the period specified herein or, if no period is specified herein, indefinitely,
Acquiror will comply with all covenants and provisions of this Article IX, except to the extent
Transferor may otherwise give its prior consent in writing.



9.01. Cooperation; Approvals. From and after the Due Diligence Date until the Closing
or the date on which this Agreement terminates (or, with respect to obtaining the consents,
approvals or actions of the Agencies required with regard to the transactions contemplated hereby,
from and after the date of this Agreement until the Closing or the date on which this Agreement
terminates), Acquiror will use its commercially reasonable efforts to promptly take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate with Transferor in
doing, all things necessary, proper or advisable to timely cause the conditions in Article XI to be
satisfied and to consummate and make effective the transactions contemplated by this Agreement as
promptly as practicable, including (a) using commercially reasonable efforts to obtain as promptly
as practicable all consents, approvals or actions of, making all filings with and giving all
notices to Governmental or Regulatory Authorities, the Agencies or any other Person, including the
Bank, as lender under the Warehouse Line, required with regard to the transactions contemplated
hereby, including those described in Schedules 7.03 or 7.04; (b) providing such other
information and communications to such Governmental or Regulatory Authorities, Agencies or other
Persons such Governmental or Regulatory Authorities, Agencies or other Persons may reasonably
request; and (c) cooperating with Transferor as promptly as practicable in Transferor’s efforts to
obtain all consents, approvals or actions of, making all filings with and giving all notices to
Governmental or Regulatory Authorities, Agencies or other Persons required of Transferor to
consummate the transactions contemplated hereby. Acquiror will provide prompt notification to
Transferor when any such consent, approval, action, filing or notice referred to in clause (a)
above is obtained, taken, made or given, as applicable, and will advise Transferor of any
communications (and, unless precluded by Law, provide copies of any such communications that are in
writing) with any Governmental or Regulatory Authority, Agency or other Person regarding any of the
transactions contemplated by this Agreement or any of the Transaction Documents.



9.02. Notice and Cure. From and after the date of this Agreement until the Closing,
Acquiror will notify Transferor promptly in writing of, and contemporaneously will provide
Transferor with true and complete copies of any and all information or documents relating to, and
will use commercially reasonable efforts to cure, any event, transaction or circumstance occurring
after the date of this Agreement that causes or will cause any covenant or agreement of Acquiror
under this Agreement to be breached, that renders or will render untrue any representation or
warranty of Acquiror contained in this Agreement as if the same were made on or as of the date of
such event, transaction or circumstance or would cause any condition set forth in Article XI to
fail to be satisfied as of the Closing. Notice given pursuant to this Section 9.02 which relates
to facts existing or circumstances occurring prior to the date of this Agreement shall not cure or
otherwise have any effect on the representations, warranties, covenants or agreements contained in
this Agreement for purposes of determining satisfaction of any condition contained herein nor shall
such notice in any way limit Transferor’s right to seek indemnity under Article XIV. Notice given
pursuant to this Section 9.02 with respect to matters first occurring after the date of this
Agreement shall not cure or otherwise have any effect on any representations, warranties,
covenants, or agreements for purposes of determining whether the conditions of Section 11.03(b)
have been satisfied, but shall cure the related breach of any representation or warranty for all
other purposes under this Agreement.



9.03. Use of Transferor’s Corporate Name. After the Closing Date, if Acquiror
determines to use Transferor’s corporate name of “MMA Mortgage Investment Corporation” and
corporate logo, it shall do so solely for use in connection with the Business and in a manner that
in the reasonable judgment of MuniMae will avoid confusion regarding the lack of continuing
involvement of MuniMae in the Business.



9.04. Completion of Transaction. Acquiror will use its commercially reasonable
efforts to complete its due diligence investigation of the Transferor prior to the date that is the
one-month anniversary of the date of this Agreement (the “Due Diligence Date”), but
Acquiror’s failure to complete its due diligence investigation of the Transferor prior to the Due
Diligence Date will not extend the Due Diligence Date or extend or otherwise affect the date by
which Acquiror is required to fulfill any obligations under this Agreement. After the Due
Diligence Date, Acquiror will use its commercially reasonable efforts to cause all the conditions
to the Closing in Sections 11.01 and 11.03 to be satisfied, and the Closing to take place, as
promptly as practicable.



9.05. Compliance with Lender Loss Reserve Accounts and Related Escrow Accounts. From
and after the Closing Date, Acquiror covenants and agrees that it will hold, invest and apply all
cash, cash equivalents or other assets in the Lender Loss Reserve Accounts or the Related Escrow
Accounts that are transferred to Acquiror under this Agreement in accordance with the agreements,
Agency guidelines or other arrangements relating to those accounts, if Acquiror’s failure to do
that could constitute a breach by Transferor of its obligations with regard to some or all of the
Lender Loss Reserve Accounts or the Related Escrow Accounts or could otherwise result in liability
of Transferor or any of its Affiliates.



ARTICLE X




TAX MATTERS




10.01. Filing Returns and Payment of Taxes. Transferor shall prepare and file, or
cause to be prepared and filed, with the appropriate authorities all Tax Returns and shall pay, or
cause to be paid, when due all Taxes of the Transferor or its Affiliates relating to the ownership
or operation of the Acquired Assets attributable to any taxable period (or portion thereof) which
ends on or prior to the Closing Date (the “Pre-Closing Tax Period”). Acquiror shall
prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax
Returns, and shall pay, or cause to be paid, when due all Taxes relating to the ownership or
operation of the Acquired Assets attributable to taxable periods beginning after the Closing Date
(the “Post-Closing Tax Period”). In the event that Acquiror makes a payment of any Taxes
related to the operation or ownership of the Acquired Assets for any Pre-Closing Tax Period,
Transferor shall promptly reimburse Acquiror for the amount of such payment. In the event that
Transferor makes a payment of any Taxes related to the operation or ownership of the Acquired
Assets for any Post-Closing Tax Period, Acquiror shall promptly reimburse Transferor for the amount
of such payment. Both Acquiror and Transferor shall have access to each other’s books and records
at reasonable times for purposes of handling the foregoing Tax matters and dealing with any
Liabilities or claims arising out of, or relating to, Taxes related to the Acquired Assets or the
Business. All transfer, documentary, sales, use, stamp, registration, and other such Taxes and
fees (including any penalties and interest) incurred in connection with the consummation of the
transactions contemplated by this Agreement (the “Transfer Taxes”) shall be borne equally
by the Acquiror and Transferor when due. Transferor shall prepare the Tax Returns related to the
Transfer Taxes, and Acquiror shall provide such reasonable cooperation and information as
Transferor may request in connection with such preparation. The Transferor will file, to the
extent required by applicable Law, all necessary Tax Returns and other documentation with respect
to all such Transfer Taxes, and, if required by applicable Law, Acquiror will join in the execution
of any such Tax Returns and other documentation.



10.02. Tax Matters. To the extent any such actions would have a material adverse
affect on Acquiror or any of the Acquired Assets in any Post-Closing Tax Period, without the prior
written consent of Acquiror, which may be withheld in Acquiror’s reasonable discretion, Transferor
will not make or change any Tax election, file any amended Tax Return (except to correct errors or
as otherwise required by Law), enter into any closing agreement, or settle any Tax claim or
assessment relating to Transferor.



ARTICLE XI




CONDITIONS TO CLOSING




11.01. Conditions to Obligations of Each Party. The respective obligations of
Acquiror and Transferor to effect the transactions contemplated hereby shall be subject to the
satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived
in a writing executed by each of Acquiror and Transferor:



(a) No Order. No Governmental or Regulatory Authority shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction
or other Order (whether temporary, preliminary or permanent) which is in effect and which has the
effect of making the transactions contemplated hereby illegal or otherwise prohibiting the
consummation of the transactions contemplated hereby.



(b) No Injunctions or Restraints; Illegality. No temporary restraining order,
preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the transactions contemplated
hereby shall be in effect, nor shall any Action or Proceeding brought by a Governmental or
Regulatory Authority seeking any of the foregoing be pending.



(c) HSR Act. All required waiting periods shall have expired or otherwise been
terminated under the HSR Act.



11.02. Additional Conditions to Acquiror’s Performance. Acquiror’s obligation to
proceed to Closing shall be conditioned upon the satisfaction (or the waiver in writing by
Acquiror) of each of the following:



(a) Acquiror shall have completed its due diligence investigation of the Transferor, including
the Business, the Acquired Assets, the Mortgage Loan Portfolio and the Servicing Portfolio, to the
complete satisfaction (as determined in Acquiror’s sole discretion) of Acquiror; provided,
however, that this provision shall not apply to the extent that Acquiror fails to notify
Transferor, by telephone, email or written notice, on or before the Due Diligence Date, that
Acquiror is terminating this Agreement, pursuant to Section 13.01(b), due to its dissatisfaction
with the results of its due diligence investigation of the Transferor.



(b) Transferor shall have obtained and delivered to Acquiror written consent to the
transactions contemplated hereby of the Bank and each of the Agencies and each other Person listed
on Schedule 11.02(b) hereto, all in form and substance reasonably satisfactory to Acquiror,
and Acquiror will not waive this condition without the consent of Transferor.



(c) Each of Transferor’s representations and warranties set forth in Article VI shall be true
and correct in all material respects, both as of the date of the Agreement and as of the Closing
Date, except that those representations and warranties already qualified by any materiality
standard shall be true and correct in all respects, and those relating to facts as they existed on
a specified date will only be required to have been true and correct on that date, and Transferor
shall have delivered to Acquiror a certificate executed by an executive of Transferor to that
effect.



(d) Transferor shall have obtained and delivered to Acquiror the written opinions of
Transferor’s counsel, dated as of the Closing Date, as to matters described on Exhibits
11.02(d)(1) and 11.02(d)(2).



(e) Transferor shall have obtained and delivered to Acquiror the written opinion of an
investment bank or appraiser satisfactory to the Acquiror to the effect that, as of the date of
such opinion, that the Consideration is fair, from a financial point of view, to Transferor and if
this condition is not satisfied by reason of any such opinion not stating the Consideration is
fair, then Acquiror will not waive this condition without the consent of Transferor.



(f) The balance of the Lender Loss Reserve Accounts shall be at least the amount required to
be held in such accounts, and shall be in a form required, pursuant to the applicable requirements
of Fannie Mae.



(g) Transferor shall have performed in all material respects all obligations and agreements
and complied with all covenants in this Agreement or in any Transaction Document to be performed
and complied with by Transferor at or before Closing.



(h) No Material Adverse Effect shall have occurred since the date of this Agreement.



(i) No bankruptcy or similar proceeding shall have been declared by or against Transferor.



(j) All Hired Business Employees shall have entered into noncompetition agreements with the
Acquiror in a form reasonably satisfactory to Acquiror.



(k) All escrow funds held in the Related Escrow Accounts shall be held in cash, as required
pursuant to any applicable requirements.



(l) None of the Servicing Rights or Agency Contracts shall have been terminated by the
Agencies.



(m) As of the Closing Date, the total current unpaid principal balance of Mortgage Loans being
serviced under the Servicing Portfolio will be at least $6,500,000,000 (for the avoidance of doubt,
which excludes the Mortgage Loans listed in Schedule 2.02(d)(ii) and (iii)) and the total estimated
Servicing Fees for servicing those Mortgage Loans for the twelve months following the Closing Date
will be at least $20,000,000, each as calculated by Acquiror from the Transferor’s MIAC tape.



(n) Transferor shall have delivered an assignment of lease and consent to assignment of lease
for the leases related to the Leased Offices and any related estoppels or other agreements,
certificates or documents reasonably requested by Acquiror, each in form and substance reasonably
satisfactory to Acquiror and executed by Transferor or the applicable landlord or lessor.



(o) Transferor shall have obtained and delivered a certificate of good standing for Transferor
for the State of Florida, which shall be dated as of a date not more than five (5) Business Days
prior to the Closing Date.



(p) Insurance coverages that comply with all requirements of the Agency Contracts and all
applicable Agency guidelines will be available to Acquiror at Closing.



(q) Transferor shall have delivered each of the deliverables listed in Section 5.02(a).



11.03. Additional Conditions to Transferor’s Performance. Transferor’s obligation to
proceed to Closing shall be conditioned upon the satisfaction (or the waiver in writing by
Transferor) of each of the following:



(a) Each of Acquiror’s representations and warranties set forth in Article VII of this
Agreement shall be true and correct in all material respects, both as of the date of this Agreement
and as of the Closing Date, except those representations and warranties already qualified by any
materiality standard shall be true and correct in all respects, and those relating to facts as they
existed on a specified date will only be required to have been true and correct on that date, and
Acquiror shall have delivered to Transferor a certificate executed by an executive of Acquiror to
that effect.



(b) Acquiror shall have performed in all material respects all obligations and agreements and
complied with all covenants in this Agreement or in any Transaction Document to be performed and
complied with by Acquiror at or before Closing.



(c) Acquiror shall have obtained and delivered to Transferor the written opinion of Acquiror’s
counsel, dated as of the Closing Date, as to matters described on Exhibit 11.03(c).



(d) Nothing shall have occurred since the date of this Agreement that, individually or when
aggregated with other similar events or conditions, has resulted, or is reasonably likely to
result, in a material adverse change in the financial condition or prospects of the Acquiror, not
including results of current credit market conditions or other general market conditions to the
extent not disproportionately adversely affecting the financial condition or prospects of Acquiror
or any default by the borrower under the Term Note.



(e) Acquiror shall have arranged, including by way of the consummation of the transactions
contemplated by this Agreement, for working capital sufficient to conduct the Business after the
Closing in a manner similar to the way it was conducted during the first nine months of 2008, and
Acquiror shall have delivered to Transferor a certificate to that affect, signed by an executive of
Acquiror and dated the Closing Date.



(f) Acquiror shall have delivered each of the deliverables listed in Section 5.02(b).



ARTICLE XII




SURVIVAL OF REPRESENTATIONS, WARRANTIES,




COVENANTS AND AGREEMENTS




12.01. Survival of Representations, Warranties, Covenants and Agreements. Each and
every representation, warranty and covenant set forth in this Agreement shall survive the Closing,
subject to the limitations set forth in this Section 12.01. No party shall have any liability (for
indemnification or otherwise) for a breach of any representation or warranty unless such party is
given a Claim Notice or Indemnity Notice specifying the factual basis of the claim and extent of
the Losses in reasonable detail, to the extent then known or available, on or before the expiration
of the period ending on the date that is the three-year anniversary of the Closing Date, except
that (a) any claim by the Indemnified Party for breach of the representations and warranties set
forth in Sections 6.08 (Taxes), 6.11 (Benefit Plans; ERISA) and 6.26 (Environmental Matters) and
the covenants set forth in Article X (Tax Matters) may be brought at any time up to ninety (90)
days following the expiration of the statute of limitations applicable to the subject matter of the
claim; (b) any claim for breach of the representations and warranties set forth in Section 6.03
(Title to and Condition of Assets) and 7.05 (LLC Agreement and Capitalization) will survive without
limitation as to time. The right to indemnification or any other remedy based on representations,
warranties, covenants and obligations in this Agreement will not be affected by any investigation
or audit conducted before or after the Closing Date or the actual or constructive knowledge of any
party (whether acquired before or after the execution and delivery of this Agreement or the
Closing) and each party shall be entitled to rely upon the representations and warranties set forth
herein regardless of any such investigation or knowledge. The knowing waiver in writing of any
condition regarding the accuracy of any representation or warranty, or regarding the performance of
or compliance with any covenant or obligation, will not affect the right of indemnification or any
other remedy of the waiving party after the Closing based on the inaccuracy of such representation
or warranty or the nonperformance of or noncompliance with such covenant or obligation.



ARTICLE XIII




TERMINATION 




13.01. Termination. This Agreement may be terminated:



(a) at any time prior to the Closing Date by mutual written consent of Acquiror and
Transferor;



(b) by Acquiror at any time on or prior to the Due Diligence Date if it is not satisfied, in
its sole discretion, with the results of its due diligence investigation of the Transferor;



(c) by Acquiror if anything occurs that (i) delays satisfaction of any closing condition
specified in Section 11.01 or 11.02 beyond the Drop Dead Date, or (ii) prevents or would prevent
satisfaction of any such condition by the Drop Dead Date;



(d) by Transferor if anything occurs that (i) delays satisfaction of any closing condition
specified in Section 11.01 or 11.03 beyond the Drop Dead Date, or (ii) prevents or would prevent
satisfaction of any such condition by the Drop Dead Date;



(e) by either Acquiror or Transferor, if (i) the Closing shall not have taken place on or
before March 31, 2009 (the “Drop Dead Date”), or such later date as the parties may have
agreed to in writing, provided that neither Acquiror nor Transferor will be entitled to
terminate this Agreement pursuant to this Section 13.01(e) if such party’s breach of this Agreement
has prevented the consummation of the transactions contemplated hereby, (ii) there shall be in
effect a final nonappealable Order permanently preventing consummation of the transactions
contemplated hereby, or (iii) there shall be any legal requirement enacted, promulgated or issued
or deemed applicable to the transactions contemplated hereby by any Governmental or Regulatory
Authority that would make the consummation of the transactions contemplated hereby illegal; or



(f) in accordance with Section 6.2(b) of the Loan Agreement.



13.02. Effect of Termination. Subject to Sections 8.03 and 9.02, in the event of the
termination of this Agreement prior to the Closing pursuant to the provisions of Section 13.01,
this Agreement shall become void and have no effect, without any Liability to any Person in respect
hereof or of the transactions contemplated hereby on the part of any party hereto, or any of its
directors, officers, representatives, stockholders, members or Affiliates, except for any Liability
resulting from such party’s breach of this Agreement occurring prior to termination of this
Agreement and any resulting remedies therefor available at law or equity. This Section 13.02 and
Article XVI (Miscellaneous) shall survive such termination and shall remain in full force and
effect.



ARTICLE XIV




INDEMNIFICATION




14.01. Indemnification.



(a) By Transferor. Transferor shall indemnify Acquiror against any and all Losses and against
all claims in respect thereof (including, without limitation, amounts paid in settlement and costs
of investigation) or diminution in value, whether or not involving a Third-Party Claim to which
Acquiror may become subject or which it may suffer or incur, directly or indirectly, as a result
from or in connection with:



(i) any inaccuracy of any representation or a breach of any warranty made by Transferor to
Acquiror in this Agreement or any Disclosure Schedule or any instrument or other document delivered
pursuant to this Agreement, without giving effect to any qualifications as to materiality or
Material Adverse Effect contained in such representations and warranties, provided that,
except as to any inaccuracy of any representation or a breach of any warranty by Transferor set
forth in Section 6.03 (Title to and Condition of Assets) or resulting from knowing and intentional
fraud by the Transferor or anyone acting on its behalf, Transferor shall not be obligated to
indemnify Acquiror pursuant to this Section 14.01(a)(i) unless and until all of Acquiror’s Losses
exceed, in the aggregate, Four Hundred Thousand Dollars (U.S. $400,000.00), following which event
Acquiror shall be entitled to indemnification for the full amount of all of Acquiror’s Losses
suffered or incurred, and provided further that, except as to any inaccuracy of any
representation or a breach of any warranty by Transferor set forth in Section 6.03 (Title to and
Condition of Assets) or resulting from knowing and intentional fraud by the Transferor or anyone
acting on its behalf, the aggregate liability of Transferor for Losses pursuant to this Section
14.01(a)(i) shall not exceed Six Million Five Hundred Thousand Dollars ($6,500,000);



(ii) any breach of, or failure to duly and timely perform, any covenant or agreement on the
part of Transferor contained in this Agreement or any instrument or other document delivered
pursuant to this Agreement;



(iii) up to $15,000,000 of Servicing Portfolio Loss Sharing Costs;



(iv) any Liabilities for Taxes attributable to the Pre-Closing Tax Period and any Transfer
Taxes other than those Transfer Taxes for which Acquiror is responsible in accordance with Section
10.01;



(v) any liability, expense, cost, tax or obligation of any nature with respect to any current
or former employee or other individual arising in connection with group health plan coverage
required under COBRA;



(vi) any inaccuracy or a breach of Section 6.27 (Lender Loss Reserve and Escrow Accounts) by
Transferor, any breach of Transferor’s obligations with respect to the Lender Loss Reserve Accounts
set forth in Section 8.05(h), or any shortfall in the Related Escrow Accounts as set forth in
Section 8.11;



(vii) any Liability arising out of the ownership or operation of the Business after July 1,
2005 and prior to the Closing other than the Assumed Liabilities;



(viii) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the
transactions contemplated by this Agreement;



(ix) Any Liability or Loss arising out of any breach or default under any Assumed Contract
prior to the Closing Date;



(x) any Retained Liabilities; and



(xi) the matters set forth on Schedule 14.01(a).



(b) By Acquiror. Acquiror shall indemnify Transferor against any and all Losses and against
all claims in respect thereof (including, without limitation, amounts paid in settlement and costs
of investigation) or diminution in value, whether or not involving a Third-Party Claim to which
Transferor may become subject or which it may suffer or incur, directly or indirectly, as a result
from or in connection with:



(i) any inaccuracy of any representation or a breach of any warranty made by Acquiror to
Transferor in this Agreement or any Disclosure Schedule or any instrument or other document
delivered pursuant to this Agreement without giving effect to any qualifications as to materiality
or material adverse effect contained in such representations and warranties, provided that, except
as to any inaccuracy of any representation or a breach of any warranty by Acquiror set forth in
Section 7.05 (LLC Agreement and Capitalization) or resulting from knowing and intentional fraud by
the Acquiror or anyone acting on its behalf, Acquiror shall not be obligated to indemnify
Transferor pursuant to this Section 14.01(b)(i) unless and until all of Transferor’s Losses exceed,
in the aggregate, Four Hundred Thousand Dollars (U.S. $400,000.00), following which event
Transferor shall be entitled to indemnification for the full amount of all of Transferor’s Losses
suffered or incurred, and provided further that, except as to any inaccuracy of any
representation or a breach of any warranty by Acquiror set forth in Section 7.05 (LLC Agreement and
Capitalization) or resulting from knowing and intentional fraud by Acquiror or anyone acting on its
behalf, the aggregate liability of Acquiror for Losses pursuant to this Section 14.01(b)(i) shall
not exceed Six Million Five Hundred Thousand Dollars ($6,500,000);



(ii) any breach of, or failure to duly and timely perform any covenant or agreement on the
part of Acquiror contained in this Agreement or any instrument or other document delivered pursuant
to this Agreement;



(iii) any failure to pay or perform any of the Assumed Liabilities (subject to subparagraph
(vi) below of this Section);



(iv) any payment made by Transferor or any Affiliate to Columbus Bank and Trust Company with
respect to payment of interest and fees payable by Acquiror pursuant to Section 8.08;



(v) any Liability arising out of the ownership or operation of the Business on or after the
Closing Date; or



(vi) any obligation to reimburse the bank or other financial institution that issued the
Letters of Credit, or that issues new letters of credit that replace the Letters of Credit, for
sums drawn against the Letters of Credit or the new letters of credit to pay Freddie Mac any
amounts payable under the loss sharing arrangements with Freddie Mac that are Servicing Portfolio
Loss Sharing Costs and any amounts applied with proceeds of liquidation of any Letter of Credit
Collateral to satisfy any such reimbursement obligation; provided, however, that
(A) Acquiror will not be required to pay any such amount until the one(1) year anniversary of the
Closing Date and such liability will be net of any amount of such draws returned by Freddie Mac to
the issuer of such Letters of Credit or letters of credit, Transferor or any Affiliate of
Transferor, in exchange for alternative security furnished to Freddie Mac by Acquiror or otherwise
and (B) if such sums drawn against such Letters of Credit or letters of credit are with respect to
Servicing Portfolio Loss Sharing Costs that are indemnifiable by Transferor pursuant to Section
14.01(a)(iii) the reimbursement obligation with respect thereto will only be indemnifiable by
Acquiror if (x) Transferor agrees in writing (1) that such amounts are indemnifiable Servicing
Portfolio Loss Sharing Costs payable by Transferor to the Acquiror in accordance with Section
14.01(a)(iii), (2) that Transferor waives any right to dispute such indemnification by Transferor
of such Servicing Portfolio Loss Sharing Costs of Acquiror, and (3) that Acquiror may exercise its
Series B Setoff Rights to recover such Servicing Portfolio Loss Sharing Costs, and (y) that
Acquiror recovers such amounts from the Transferor pursuant to its Series B Setoff Rights or
otherwise.



14.02. Method of Asserting Claims. All claims for indemnification by any Indemnified
Party under Section 14.01 will be asserted as follows:



(a) In the event any claim or demand in respect of which an Indemnifying Party might seek
indemnity under Section 14.01 relates to a claim asserted against or sought to be collected from
such Indemnified Party by a Person other than Transferor, Acquiror or any Affiliate of Transferor
or Acquiror (a “Third Party Claim”), the Indemnified Party shall, if a claim is to be made
against an Indemnifying Party under Section 14.01, promptly deliver a Claim Notice to the
Indemnifying Party after the Indemnified Party’s learning of such Third Party Claim. If the
Indemnified Party fails to provide the Claim Notice after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party will not be relieved of any liability that it may
have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that
the defense of such action is prejudiced by the Indemnified Party’s failure to give such notice.



(i) If any Third Party Claim is brought against an Indemnified Party and it gives notice to
the Indemnifying Party of the commencement of an Action or Proceeding related to the Third Party
Claim, the Indemnifying Party will be entitled to participate in such proceeding and, to the extent
that it wishes (unless (A) the Indemnifying Party is also a party to such proceeding and the
Indemnified Party determines in good faith that joint representation would be inappropriate, or (B)
the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its
financial capacity to defend such Third Party Claim and provide indemnification with respect to
such Third Party Claim), to assume the defense of such Third Party Claim with counsel satisfactory
to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of
its election to assume the defense of such Third Party Claim, the Indemnifying Party will not, as
long as it diligently conducts such defense, be liable to the Indemnified Party under this Article
XIV for any fees of other counsel or any other expenses with respect to the defense of such Third
Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the
defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying
Party assumes the defense of a Third Party Claim, (A) it will be conclusively established for
purposes of this Agreement that the Third Party Claim is within the scope of and subject to
indemnification, (B) no compromise or settlement of such Third Party Claim may be effected by the
Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or
admission of any violation of Law or any violation of the rights of any Person and no effect on any
other claims that may be made against the Indemnified Party, and (2) the sole relief provided is
monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnifying Party
will have no liability with respect to any compromise or settlement of such claims effected without
its consent. If a Claim Notice is given to an Indemnifying Party of the commencement of any Third
Party Claim and the Indemnifying Party does not, within ten days after the Indemnified Party’s
Claim Notice is given, give notice to the Indemnified Party of its election to assume the defense
of such Third Party Claim, the Indemnifying Party will be bound by any determination made in any
Action or Proceeding related to such Third Party Claim or any compromise of settlement effected by
the Indemnified Party.



(ii) Notwithstanding the foregoing, if an Indemnified Party determines that there is a
reasonable probability that an Action or Proceeding related to a Third Party Claim may adversely
affect it or its Affiliates other than as a result of monetary damages for which it would be
entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the
Indemnifying Party, join in (or, by waiving any right to indemnification, to assume the exclusive)
defense, compromise, or settlement of such proceeding.



(b) If any Indemnified Party has a claim under Section 14.01 against any Indemnifying Party
that does not involve a Third Party Claim (other than claims for Losses resulting from Indemnified
Party’s participation in the defense of any Third Party Claim that are indemnifiable by the
Indemnifying Party pursuant to this Section), the Indemnified Party shall deliver an Indemnity
Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party
to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent
that any Indemnifying Party has been irreparably prejudiced thereby. If the Indemnifying Party
does not deliver a written objection to the Indemnity Notice within ten days of receiving such
Indemnity Notice, then the final amount of Losses due and payable by such Indemnifying Party to
such Indemnified Party pursuant to any Indemnity Notice delivered under this Section 14.02(b) shall
be the amount set forth in the Indemnity Notice.



14.03. Indemnity Payments.



(a) Transferor and Acquiror agree to treat any indemnity payment (including any indemnity
payment made by means of set-off as described in (b) below) made under this Article XIV as an
adjustment to the Consideration for all Tax purposes, with such adjustment considered to be made
exclusively to the Contributed Assets which were contributed to Acquiror in exchange for the Series
B Preferred Units.



(b) Any Loss which is payable by Transferor to Acquiror under Section 14.01(a) will be
satisfied by (i) redemption by the Acquiror in accordance with Section 4.6 of the LLC Agreement of
a number of Series B Preferred Units that have a cumulative Liquidation Preference (as defined in
the LLC Agreement) equal to the dollar amount of such Loss or (ii) a reduction of any distributions
with regard to Series B Preferred Units (“Series B Distributions”) that at the date of the
Loss were due to have been made but had not been made (whether or not they had been declared by the
Board of Acquiror, but only to the extent that they can otherwise legally be declared) by the
dollar amount of such Loss, in each case in accordance with Section 4.6 of the LLC Agreement and
for no consideration other than satisfaction of Transferor’s obligations set forth in this Article
XIV (the “Series B Setoff Rights”), except that, at any time when there are no outstanding
Series B Preferred Units and no unpaid Series B Distributions or with respect to any Losses
asserted after the three-year anniversary of the Closing Date, any Losses which are payable by
Transferor to Acquiror under Section 14.01(a) will be satisfied by payment to Acquiror by
Transferor of cash in the amount of the Losses. If Transferor disputes any Losses that are the
subject of a Redemption Notice (as defined in the LLC Agreement) delivered by the Acquiror,
Transferor must give Acquiror a written notice of the dispute (a “Dispute Notice”), which
describes in reasonable detail the basis for the dispute, within 30 days after Transferor receives
an Indemnity Notice relating to the disputed Losses (the “Dispute Period”). If Transferor
gives a Dispute Notice, Acquiror will not complete its exercise of Series B Setoff Rights with
regard to the amount of disputed Losses until the dispute is finally resolved. Until such dispute
is finally resolved, Acquiror will pay all sums distributed under the LLC Agreement with regard to
the Series B Preferred Units that are proposed to be redeemed, or will pay the Series B
Distributions that are proposed to be reduced, as applicable, in the disputed Redemption Notice
that are not being redeemed or reduced because of the dispute, to a bank or other Person agreed
upon by Acquiror and Transferor, to be held in escrow until the dispute is finally resolved. At the
time the dispute is finally resolved, if it is ultimately determined that (i) Acquiror was entitled
to exercise the Series B Setoff Rights with respect to all of the disputed Losses, all such sums
held in escrow will be returned to Acquiror, (ii) Acquiror was entitled to exercise the Series B
Setoff Rights with respect to a portion, but not all, of the disputed Losses, the sums held in
escrow that were distributed with regard to the Series B Preferred Units that are being redeemed,
and the portion of the Series B Distribution that is being held in escrow that is determined to be
subject to Series B Setoff Rights, as applicable, will be returned to Acquiror and the remainder of
the sums held in escrow will be distributed to the holders of the Series B Preferred Units that
were proposed to be redeemed but are not being redeemed, and to the holders of Series B Preferred
Units who were entitled to the Series B Distributions that are not subject to Series B Setoff
Rights, as applicable, or (iii) Acquiror was not entitled to exercise the Series B Setoff Rights
with respect to any of the disputed Losses, all such sums held in escrow will be disbursed to the
holders of the Series B Preferred Units that were proposed to be redeemed or who were entitled to
the Series B Distribution that is being held in escrow, as applicable (in each instance together
with any income earned on the sum being distributed while it is being held in escrow). The exercise
of the Series B Setoff Rights by Acquiror in good faith, whether or not ultimately determined to be
justified, will not constitute a breach of Acquiror’s obligations set forth herein or in the LLC
Agreement.



(c) Losses which are payable by Acquiror to Transferor under Section 14.01(b) will be
satisfied by payment by Acquiror of cash in the amount of the Losses; provided, however, that
Acquiror may set off any such Losses payable to Transferor by any amounts payable by Transferor to
Acquiror.



14.04. Subrogation. In the event that an Indemnifying Party shall be obligated to
indemnify any Indemnified Party pursuant to this Agreement, the Indemnifying Party shall, upon
payment of such indemnity in full, be subrogated to all rights of such Indemnified Party with
respect to any Third-Party Claim to which the indemnification relates.



14.05. Exclusive Remedy. Except for (i) any action based upon allegations of fraud
with respect to the other in connection with this Agreement or any certificate delivered hereunder,
and (ii) any equitable relief expressly provided for in this Agreement, from and after the Closing
the parties’ sole remedy with respect to any and all claims arising under this Agreement or in
connection with the transactions contemplated hereby, shall be pursuant to this Article XIV, and,
in furtherance of the foregoing, each of the parties hereby waives, from and after the Closing, to
the fullest extent permitted by Law, any and all other rights, claims and causes of action they may
have against one another under this Agreement and in connection with the transactions contemplated
hereby.



ARTICLE XV




DEFINITIONS




15.01. Definitions.



(a) As used in this Agreement, the following defined terms shall have the meanings indicated
below:



“Actions or Proceedings” means any action, arbitration, mediation, audit, hearing,
investigation, litigation or suit (whether civil, criminal, administrative, investigative or
informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any
Governmental or Regulatory Authority, arbitrator or mediator.



“Advances” means with respect to each Servicing Agreement, the aggregate outstanding
amount that as of the Closing has been advanced directly by Transferor from the Transferor’s own
funds or funds borrowed by the Transferor from a Third Party (but not with funds borrowed from or
used out of any Related Escrow Account or other accounts required by such Servicing Agreement) in
connection with servicing Mortgage Loans in accordance with the terms of such Servicing Agreement,
including with respect to property transfer fees, principal, interest, Taxes, insurance premiums
and other advances made pursuant to the applicable Servicing Agreement with respect to payments due
in respect of such Mortgage Loans on or before the Closing.



“Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one of more intermediaries, controls or is controlled by or is under common
control with the Person specified. For purposes of this definition, control of a Person means the
power, direct or indirect, to direct or cause the direction of the management and policies of such
Person whether by Contract or otherwise.



“Ancillary Income” means any and all income, revenue, fees, including transfer fees,
expenses, charges or other moneys that the Transferor is entitled to receive, collect or retain as
servicer, subservicer or master servicer pursuant to the Servicing Agreements (other than Servicing
Fees).



“Assets and Properties” of any Person means all assets and properties of every kind,
nature, character and description (whether real, personal or mixed, whether tangible or intangible,
whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the
goodwill related thereto, operated, owned or leased by such Person, including cash, cash
equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents,
instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual
Property.



“Associate” means, with respect to any Person, any corporation or other business
organization of which such Person is an officer, member or partner or is the beneficial owner,
directly or indirectly, of ten percent (10%) or more of any class of equity securities, any trust
or estate in which such Person has a substantial beneficial interest or as to which such Person
serves as a trustee or in a similar capacity and any relative or spouse of such Person, or any
relative of such spouse, who has the same home as such Person.



“Audited Financial Statement Date” means December 31, 2007.



“Benefit Plan” means any “employee benefit plan” (as such term is defined in Section
3(3) of ERISA) or any other employee benefit arrangement or program, including, without limitation,
any such arrangement or program providing severance pay, sick leave, vacation pay, salary
continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay,
stock options, hospitalization insurance, medical insurance or life insurance, sponsored or
maintained by Transferor or to which Transferor is obligated to contribute thereunder on behalf of
any current or former employee.



“Books and Records” means all files, documents, data, drawings, instruments, papers,
books of account, reports, records and lists relating to the Business, condition (financial or
otherwise), results of operations or assets of Transferor, including Financial Statements, Tax
Returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers,
journals, deeds, title policies, minute books, stock certificates and books, stock transfer
ledgers, Contracts, Licenses, customer lists, information and records, personnel records (subject
to applicable law), computer files and programs, retrieval programs, operating data and plans and
environmental studies and plans.



“Business Combination” means with respect to any Person any merger, consolidation or
combination to which such Person is a party, any sale, or other disposition of all or substantially
all of the capital stock or other equity interests of such Person or any sale, dividend or other
disposition of all or substantially all of the assets of such Person.



“Business Day” means a day other than Saturday, Sunday or any day on which banks
located in the State of Minnesota or the State of Maryland are permitted to be closed.



“Claim Notice” means written notification pursuant to Section 14.02(a) of a Third
Party Claim as to which indemnity under Section 14.01 is sought by an Indemnified Party, enclosing
a copy of all papers served, if any, and specifying the nature of and basis for such Third Party
Claim and for the Indemnified Party’s claim against the Indemnifying Party under Section 14.01,
together with the amount or, if not then reasonably ascertainable, the estimated amount, determined
in good faith, of such Third Party Claim.



“Code” means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.



“Contract” means any agreement, lease, evidence of Indebtedness, mortgage, indenture,
security agreement or other contract (whether written or oral).



“DUS” means the Delegated Underwriting and Servicing relationships, status and
guidelines as defined by Fannie Mae in its agreements and guidelines.



“Environmental Law” means any Law relating to human health, safety or protection of
the environment or to emissions, discharges, releases or threatened releases of pollutants,
contaminants or Hazardous Materials in the environment (including ambient air, surface water,
ground water, land surface or subsurface strata), or otherwise relating to the treatment, storage
or disposal of any Hazardous Material.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the
rules and regulations promulgated thereunder.



“ERISA Affiliate” means any Person who, pursuant to Sections 414(b), (c), (m) or (o)
of the Code or Section 4001 of ERISA, is in the same controlled group of corporations or who is
under common control, or is otherwise deemed to be a single employer with Transferor.



“Financial Statements” means the financial statements of Transferor delivered to
Acquiror as described in Section 6.06.



“GAAP” means United States generally accepted accounting principles, consistently
applied throughout the specified period and in the immediately prior comparable period.



“Governmental or Regulatory Authority” means any court, tribunal, arbitrator,
authority, agency, commission, official or other instrumentality of the United States, any foreign
country or any domestic or foreign state, county, city or other political subdivision or any
self-regulatory body of any stock exchange.



“Hazardous Material” means (i) any chemicals, materials, substances or wastes which
are now or hereafter become defined as or included in the definition of “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous
wastes,” “toxic substances,” “toxic pollutants” or words of similar import, under any Environmental
Law, including any petroleum or petroleum products, radioactive materials, asbestos in any form
that is or could become friable, urea formaldehyde foam insulation and transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated biphenyls (PCBs); and
(ii) any other chemical, material, substance or waste, exposure to which is now or hereafter
prohibited, limited or regulated by any Governmental or Regulatory Authority.



“HSR Act” means Section 7A of the Clayton Act (Title II of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended) and the rules and regulations promulgated
thereunder.



“Indebtedness” of any Person means all obligations of such Person (i) for borrowed
money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred
purchase price of goods or services (other than trade payables or accruals incurred in the ordinary
course of business), (iv) under capital leases, (v) incurred pursuant to or as a result of Liens
granted on such Person’s assets, and (vi) in the nature of guarantees of the obligations described
in clauses (i) through (v) above of any other Person, other than undrawn sums that are the subject
of the Letters of Credit.



“Indemnified Party” means any Person claiming indemnification under any provision of
Article XIV.



“Indemnifying Party” means any Person against whom a claim for indemnification is
being asserted under any provision of Article XIV.



“Indemnity Notice” means written notification pursuant to Section 14.02(b) of a claim
for indemnity under Article XIV by an Indemnified Party, specifying the nature of and basis for
such claim in sufficient detail to enable the Indemnifying Party to determine whether it is in fact
obligated to indemnify the Indemnified Party with respect to the matter that is the subject of the
notice, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim.



“Intellectual Property” means all patents, patent applications, trademarks (whether
registered or not), trademark applications, service mark registrations and service mark
applications, trade names, trade dress, logos, slogans, tag lines, uniform resource locators,
internet domain names, internet domain name applications, corporate names, copyright applications,
registered copyrighted works and commercially significant unregistered copyrightable works
(including proprietary software, books, written materials, prerecorded video or audio tapes, and
other copyrightable works), technology, software, trade secrets, know-how, technical documentation,
specifications, data, designs and other intellectual property and proprietary rights, including the
right to sue for past infringements thereof.



“Investment Assets” means all debentures, notes and other evidences of Indebtedness,
stocks, securities (including rights to purchase and securities convertible into or exchangeable
for other securities), interests in joint ventures and general and limited partnerships, Mortgage
Loans and other investment or portfolio assets owned of record or beneficially by Transferor.



“IRS” means the United States Internal Revenue Service.



“Knowledge” means, with respect to the knowledge of a specified individual as to a
particular fact or other matter, that (i) the specified individual is actually aware of such fact
or other matter, or (ii) a prudent individual should have been aware of such fact or other matter
based on information that the specified individual is aware of without making a separate
investigation concerning the existence of such fact or other matter. The terms “Knowledge of
Transferor,” “Transferor’s Knowledge” or words of similar import shall mean the Knowledge of the
management level employees of Transferor, and a description of a statement as being “to the
Knowledge” of a Person means that the Person does not have Knowledge that the statement is not
entirely correct.



“Laws” means all laws, statutes, rules, regulations, ordinances and other
pronouncements having the effect of law of the United States, any foreign country or any domestic
or foreign state, county, city or other political subdivision or of any Governmental or Regulatory
Authority.



“Liabilities” means Indebtedness or other liabilities, or obligations of a Person
(whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due).



“Licenses” means all licenses, permits, certificates of authority, authorizations,
approvals, registrations, franchises and similar consents or permissions granted or issued by any
Governmental or Regulatory Authority.



“Liens” means any mortgage, pledge, assessment, security interest, lease, lien,
adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale Contract,
title retention Contract or other Contract to give any of the foregoing.



“Liquidation Preference” has the meaning set forth in the LLC Agreement.



“Loss” means any and all claims, liabilities, obligations, damages, demands,
judgments, settlements, Taxes, fines, fees, penalties, deficiencies, losses and expenses (including
interest, court costs, professional fees and expenses of attorneys, accountants and other experts
or other expenses of litigation or other proceedings or of any claim, default or assessment).



“Material Adverse Effect” means any change, event, violation, inaccuracy,
circumstance, condition or effect (collectively, “Changes”) that, individually or when
aggregated with other Changes, is or is reasonably likely to (x) be materially adverse to the
Business or to the Acquired Assets taken as a whole or to the financial condition, total Assets and
Properties (including the Mortgage Loan Portfolio or the Servicing Portfolio), or operations of
Transferor, (y) affect the relationships of the Business with its customers, vendors or employees
such that the results of operations of the Business are likely to be materially adversely affected,
or (z) materially impair, prevent or delay the ability of Transferor to consummate the transactions
contemplated by this Agreement or to perform its obligations hereunder; provided, however,
that none of the following shall be deemed to constitute a Material Adverse Effect: (i) any Changes
(other than Changes resulting from a bankruptcy or similar proceeding declared by or against
Transferor or its direct or indirect parent company) to the extent resulting from conditions (such
as the current credit market conditions or other general market conditions) generally affecting the
industry in which Transferor operates the Business (other than conditions that have a materially
disproportionate effect on the Business or the Acquired Assets, or on the financial condition,
total Assets and Properties (including the Mortgage Loan Portfolio or the Servicing Portfolio), or
operations of Transferor); (ii) any Changes resulting solely or primarily from any material breach
by Acquiror of any provision of this Agreement; or (iii) any Change resulting from acts of
terrorism or war.



“Mortgage File” means, for each Mortgage Loan, the file containing the photostatic
and/or imaged copies of Mortgage Loan Documents, as well as the credit and closing packages,
disclosures, and custodial documents, which are required to be maintained pursuant to the
applicable Servicing Agreement, and if not specifically set forth in the applicable Servicing
Agreement, pursuant to the applicable handbooks, manuals, guidelines and requirements applicable to
Fannie Mae DUS lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or
sellers/servicers, HUD lenders or sellers/servicers or Freddie Mac lenders or sellers/servicers,.



“Mortgage Loan” means any mortgage loan or other extension of credit secured by a Lien
on real property.



“Mortgage Loan Documents” means, for each Mortgage Loan, all documents pertaining to
such Mortgage Loan, including the Mortgage Note, the mortgage or deed of trust and all assignments
of the mortgage or deed of trust, all endorsements and allonges to the Mortgage Note, the title
insurance policy with all endorsements thereto, any security agreement and financing statements,
any account agreements, and any assignments, assumptions, modifications, continuations or
amendments to any of the foregoing.



“Mortgage Note” means, with respect to a Mortgage Loan, a promissory note or notes, or
other evidence of Indebtedness, with respect to such Mortgage Loan secured by a mortgage or
mortgages, together with any assignment, reinstatement, extension, endorsement or modification
thereof.



“Mortgagor” means the grantor of a Mortgage.



“Order” means any writ, judgment, decree, injunction or similar order of any
Governmental or Regulatory Authority (in each such case whether preliminary or final).



“Permitted Lien” means (i) any Lien for Taxes not yet due and payable or which is
being contested in good faith by appropriate proceedings if adequate reserves with respect thereto
have been established on Transferor’s books in accordance with GAAP, (ii) any statutory Lien
arising in the ordinary course of business by operation of Law with respect to a Liability that is
not yet due and payable or which is being contested in good faith by appropriate proceedings if
adequate reserves with respect thereto have been established on Transferor’s books in accordance
with GAAP, and (iii) those listed on Schedule 15.



“Person” means any natural person, corporation, partnership, limited liability
company, proprietorship, trust, union, association, organization or other entity or Governmental or
Regulatory Authority.



“Representatives” means, as to a Person, the officers, directors, employees, agents,
counsel, accountants, financial advisors, consultants, and other representatives of that Person.



“Servicing Fees” means all of (i) the servicing fees (excluding any Ancillary Income)
payable to the servicer as set forth in a Servicing Agreement and (ii) any Ancillary Income.



“Servicing Rights” means all of Transferor’s right, title and interest immediately
before the Closing associated with, in and to: (a) the right to service Mortgage Loans under the
Servicing Agreements, including the right to receive the Servicing Fees and Ancillary Income; (b)
the related master servicing and/or servicing obligations as specified in each Servicing Agreement,
including the obligations to administer and collect the payments of or relating to Mortgage Loans,
and to remit all amounts and provide information reporting to others in accordance with the
Servicing Agreements; (c) the right of ownership, possession, control or use of any and all
Mortgage Files and Mortgage Loan Documents pertaining to the servicing of Mortgage Loans as
provided in the Servicing Agreements or applicable servicing guidelines or standards; (d) the
rights with respect to, and obligations to make, any advances required pursuant to any Servicing
Agreement, including obligations to reimburse funds borrowed from any custodial or other accounts
under a Servicing Agreement; (e) the “clean-up call” right, if any, to purchase Mortgage Loans upon
the aggregate principal balance thereof being reduced below a specified amount to the extent
provided for in the Servicing Agreement; and (f) all other rights, powers and privileges of
Transferors as the master servicer, servicer or subservicer under the Servicing Agreements as
expressly set forth therein or as deemed at Law.



“Subsidiary” means, with respect to any Person (the “Owner”), any other Person
in which the Owner, directly or indirectly through one or more Subsidiaries or otherwise,
beneficially owns more than fifty percent of either the equity interests in, or the voting control
of, such other Person.



“Tax” or “Taxes” means any federal, state, county, local or foreign taxes,
charges, fees, levies, or other assessments, including all net income, gross income, sales and use,
ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipt,
capital stock, production, business and occupation, disability, employment, unemployment, payroll,
license, estimated, stamp, custom duties, severance or withholding taxes or charges imposed by any
governmental entity, and includes any interest and penalties (civil or criminal) on or additions to
any such taxes and including any obligation to indemnify or otherwise assume or succeed to the Tax
liability of any other person.



“Tax Return” means a report, return or other information required to be supplied to a
governmental authority with respect to Taxes including, if applicable, combined or consolidated
returns for any group of entities that includes Transferor.



“Third Party” means a Person that is not a party to this Agreement.



“Transaction Documents” means the Bill of Sale, Assignment and Assumption Agreement,
LLC Agreement, Transition Services Agreement, Non-Compete Agreement, Amendment and Termination
Agreement, Security Agreement, Non-Disparagement Agreement, Williams and Filter Non-Compete
Agreement, and any other agreements to be entered into or documents delivered in connection with
the consummation of transactions contemplated herein.



“Unaudited Financial Statement Date” means September 30, 2008.



(b) Unless the context of this Agreement otherwise requires, (i) words of any gender include
each other gender; (ii) words using the singular or plural number also include the plural or
singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or
similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the
specified Article or Section of this Agreement; (v) the phrases “ordinary course of business” and
“ordinary course of business consistent with past practice” refer to the business and practice of
Transferor; and (vi) the words “include,” “includes” and “including” shall be deemed to be followed
by the phrase “without limitation.” All accounting terms used herein and not expressly defined
herein shall have the meanings given to them under GAAP.



(c) The following additional terms are defined elsewhere in this Agreement, as indicated
below:



ARTICLE XVI  




MISCELLANEOUS




16.01. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed given upon receipt or refusal if delivered personally or by commercial delivery
service, or upon receipt or refusal of delivery if mailed by registered or certified mail (return
receipt requested) or sent via facsimile or electronic mail (with proof of receipt at the facsimile
number or email address to which it is to be sent) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):



If to Acquiror, to:




with a copy (which shall not constitute notice) to:




Oppenheimer Wolff & Donnelly LLP




Plaza VII, Suite 3300




45 South Seventh Street




Minneapolis, Minnesota 55402




Facsimile No.: 612-607-7100




Attn:




Email address:




If to Transferor, to:




MMA Mortgage Investment Corporation



c/o Municipal Mortgage & Equity LLC



The Pier IV Building



621 East Pratt Street, 3rd Floor



Baltimore, MD 21202



Facsimile No.: 410-727-5387




Attn:




Email address:




with a copy (which shall not constitute notice) to:




Clifford Chance US LLP


31 West 52nd Street


New York, NY 10019


Facsimile No. 212-878-8375


Attn: David W. Bernstein


Email address: david.bernstein@cliffordchance.com



Any party from time to time may change its address, facsimile number, email address or other
information for purposes of notices to that party by giving notice specifying such change to the
other parties hereto.



16.02. Entire Agreement. This Agreement and the Transaction Documents supersede all
prior discussions and agreements between the parties with respect to the subject matter hereof and
thereof, including the Letter of Intent between Mud Duck and the Transferor dated November 12,
2008, and contains the sole and entire agreement between the parties hereto with respect to the
subject matter hereof and thereof.



16.03. Expenses. Except as otherwise expressly provided in this Agreement, whether or
not the transactions contemplated hereby are consummated, each party will pay its own costs and
expenses, and Transferor shall pay the costs and expenses of Transferor, incurred in connection
with the negotiation, execution and closing of this Agreement and the transactions contemplated
hereby. Notwithstanding the foregoing, (i) Acquiror and Transferor shall each pay one-half of any
fee required to be paid to the Federal Trade Commission in connection with any filing under the HSR
Act required in order to consummate the transactions contemplated by this Agreement, and (ii)
Transferor shall be responsible for all fees, costs and expenses required to be paid in connection
with the obtaining of any consent or approval, the making of any filing, or the giving of any
notice necessary to consummate the transactions contemplated by this Agreement, including fees paid
to the Agencies and those expenses set out in Section 8.12(c).



16.04. Public Announcements. Prior to the Closing: (i) neither Transferor nor
Acquiror, nor any of their Affiliates, will issue or make any reports, statements or releases to
the public or generally to the employees, customers, suppliers or other Persons to whom Transferor
sells goods or provide services or with whom Transferor otherwise has significant business
relationships with respect to this Agreement or the transactions contemplated hereby without the
consent of the other, which consent shall not be unreasonably withheld; and (ii) if either party is
unable to obtain the approval of any such public report, statement or release from the other party
and such report, statement or release is, in the opinion of legal counsel to such party, required
by Law in order to discharge such party’s or its Affiliates’ disclosure obligations, then such
party may make or issue the legally required report, statement or release and promptly furnish the
other party with a copy thereof. Transferor and Acquiror will also obtain the other party’s prior
approval of any press release to be issued immediately following the execution of this Agreement
and upon Closing.



16.05. Confidentiality. Each party hereto will hold, and will use its best efforts to
cause its Affiliates and their respective Representatives to hold, in strict confidence from any
Person (other than any such Affiliate or Representative), unless (i) compelled to disclose by
judicial or administrative process (including in connection with obtaining the necessary approvals
of this Agreement and the transactions contemplated hereby of Governmental or Regulatory
Authorities) or by other requirements of Law or (ii) disclosed in an Action or Proceeding brought
by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all
documents and information concerning the other party or any of its Affiliates furnished to it by
the other party or such other party’s Representatives in connection with this Agreement or the
transactions contemplated hereby, except to the extent that such documents or information can be
shown to have been (a) previously known by the party receiving such documents or information, (b)
in the public domain (either prior to or after the furnishing of such documents or information
hereunder) through no fault of such receiving party or (c) later acquired by the receiving party
from another source if, to the best of the receiving party’s Knowledge, the receiving party is not
aware that such source is under an obligation to another party hereto to keep such documents and
information confidential; provided that after the Closing, the foregoing restrictions will
not apply to Acquiror’s use of documents and information concerning the business furnished by
Transferor hereunder.



16.06. Further Assurances; Post-Closing Cooperation.



(a) Transferor and Acquiror shall execute and deliver to Acquiror or Transferor, as the case
may be, such other documents and instruments, provide such materials and information and take such
other actions as Acquiror or Transferor may reasonably request for the purpose of carrying out the
intent of this Agreement.



(b) Following the Closing, each party will afford the other party, its counsel and its
accountants, during normal business hours, reasonable access to the books, records and other data
in its possession relating to the Business, or the condition (financial or otherwise), or results
of operations or assets of Transferor with respect to periods prior to the Closing and the right to
make copies and extracts therefrom, to the extent that such access may be reasonably required by
the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination
or enforcement of rights and obligations under this Agreement, (iii) the preparation of financial
statements, (iv) the filing of reports by the party or its Affiliates with or other compliance with
the requirements of, any Agency or Governmental or Regulatory Authority, (v) the determination or
enforcement of the rights and obligations of any Indemnified Party or (vi) in connection with any
actual or threatened Action or Proceeding. Further, each party agrees for a period extending six
years (or such longer period as such records may be required to be maintained by Law or by
Contract) after the Closing not to destroy or otherwise dispose of any such books, records and
other data unless such party shall first offer in writing to surrender such books, records and
other data to the other party and such other party shall not agree in writing to take possession
thereof during the ten Business Day period after such offer is made.



(c) If, in order properly to prepare its Tax Returns, other documents or reports required to
be filed with any Agency or Governmental or Regulatory Authorities or its financial statements or
to fulfill its obligations hereunder, it is necessary that a party be furnished with additional
information, documents or records relating to the Business, the condition (financial or otherwise)
or results of operations or assets of Transferor not referred to in paragraph (b) above, and such
information, documents or records are in the possession or control of the other party, such other
party shall use its best efforts to furnish or make available such information, documents or
records (or copies thereof) at the recipient’s request, cost and expense. Any information obtained
by either party in accordance with this paragraph shall be held confidential by that party in
accordance with Section 16.05.



(d) Notwithstanding anything to the contrary contained in paragraphs (b) and (c) of this
Section, if the parties are in an adversarial relationship in litigation or arbitration, the
furnishing of information, documents or records in accordance with any provision of this Section
shall be subject to applicable rules relating to discovery.



16.07. Waiver. Any term or condition of this Agreement may be waived at any time by
the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under this Agreement or
by Law or otherwise afforded, will be cumulative and not alternative.



16.08. Amendment. This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of each party hereto.



16.09. No Third Party Beneficiary. The terms and provisions of this Agreement are
intended solely for the benefit of each party hereto and their respective successors or permitted
assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon
any other Person.



16.10. No Assignment; Binding Effect. Neither this Agreement nor any right, interest
or obligation hereunder may be assigned by any party hereto without the prior written consent of
the other party hereto and any attempt to do so will be void, except that Acquiror may assign any
or all of its rights, interests and obligations hereunder (including its rights under Article XIV)
to an Affiliate, provided that any such Affiliate agrees in writing to be bound by all of
the terms, conditions and provisions contained herein, but no such assignment shall relieve
Acquiror of its obligations hereunder. Subject to the preceding sentence, this Agreement is
binding upon, inures to the benefit of and is enforceable by the parties hereto and their
respective successors and assigns.



16.11. Headings; Exhibits. The headings used in this Agreement or in any Exhibits
have been inserted for convenience of reference only and do not affect the meaning or
interpretation of the provisions hereof or thereof. Reference herein to Exhibits, unless
indicated, shall refer to the Exhibits attached to this Agreement, which hereby are incorporated in
and constitute a part of this Agreement.



16.12. Remedies. If any party shall fail to fulfill its obligations hereunder,
including its obligations to close and to satisfy those conditions to Closing which are its
responsibility, the other parties shall have all remedies available to them at law or in equity,
including the right to specific performance.



16.13. Waiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING COUNTERCLAIMS AND
CROSS-CLAIMS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH,
TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (b) IT UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF SUCH WAIVERS, (c) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (d) IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION



16.14. Consent to Jurisdiction and Service of Process. Each party hereby irrevocably
submits to the jurisdiction of the United States District Court for the District of Minnesota or
any state court located in St. Paul, Minnesota, in any action, suit or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement, and agrees that any
such action, suit or proceeding shall be brought only in such court (and waives any objection based
on forum non conveniens or any other objection to venue therein). Each party agrees that process in
any such lawsuit may be served by registered mail or in any other manner permitted by the rules of
the court in which the action, suit or proceeding is brought.



16.15. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future Law, and if the rights or obligations of any
party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.



16.16. Governing Law. This Agreement shall be governed by and construed in accordance
with the Laws of the State of Delaware without giving effect to the conflicts of laws principles
thereof that would apply the laws of any other jurisdiction.



16.17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will constitute one and the
same instrument.



16.18. Representation by Counsel. Each party hereto represents and agrees that it has
been represented by counsel of its own choosing during the negotiation and execution of this
Agreement and, therefore, waives the application of any Law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will be construed against
the party drafting such agreement or documents. Each party to this Agreement has carefully read
and fully understands this Agreement in its entirety, has had it fully explained to them by such
party’s respective counsel, and is fully aware of the contents and meaning, intent and legal effect
of this Agreement.



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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each party hereto
as of the date first above written.



	 	 	 
	
 
	 	TRANSFEROR:
	ACQUIROR:

OAK GROVE COMMERCIAL MORTGAGE, LLC

By: /s/ David A. Williams

Name: David A. Williams

Title: CEO

	 	MMA MORTGAGE INVESTMENT

CORPORATION

By: /s/ Michael L. Falcone

Name: Michael L. Falcone

Title: President and CEO






5




GUARANTEE




In order to induce Oak Grove Commercial Mortgage, LLC (“Acquiror”) to enter into an
Acquisition Agreement (the “Agreement”) dated December 18, 2008 with MMA Mortgage Investment
Corporation (“Transferor”), Municipal Mortgage & Equity LLC (“Guarantor”), a Delaware limited
liability company, unconditionally guarantees all the obligations of Transferor under the
Agreement.



Without limiting what is said in the preceding paragraph, Guarantor agrees as follows:



1. If at any time Transferor fails to fulfill fully any of its obligations under the Agreement
when it is required to fulfill that obligation, Guarantor will cause Transferor to fulfill that
obligation as promptly as practicable, and Guarantor will be liable to Acquiror for any damages it
may suffer because Transferor did not fulfill that obligation when it was required to do so
(whether or not Transferor or Guarantor eventually fulfills that obligation) as fully as though
Guarantor were directly obligated to fulfill that obligation.



2. Guarantor unconditionally guarantees all obligations of Transferor to indemnify Acquiror
contained in Section 14.01(a) or any other provision of the Agreement.



The guarantees set forth above are guarantees of performance, not merely guarantees of
payment. If Transferor fails to fulfill any obligation under the Agreement if and when it is
required to do so, Acquiror may seek and receive payment from Guarantor, or other type of
performance, to the extent permitted by the Agreement, by Guarantor of its obligations under this
Guarantee, without taking any action to compel Transferor to fulfill its obligations under the
Agreement or to respond in damages for its failure to do so.



If the Agreement is amended in any respect, the obligations of Guarantor under this Guarantee
will apply to the amended Agreement whether or not Guarantor has been informed in advance of, or
has consented to, the amendment.



Acquiror’s rights under this Guarantee will be in addition to, and not instead of, its rights
to seek to enforce the Agreement against Transferor, and the fact that Acquiror seeks to cause
Guarantor to fulfill its obligations under this Guarantee with regard to a failure of Transferor to
fulfill obligations under the Agreement will not preclude Acquiror from also seeking monetary
damages from Transferor or seeking to compel Transferor to fulfill those obligations.



The Agreement requires Transferor to deliver at the Closing certain documents executed by
Guarantor or by MMA Financial Holdings Incorporated (“MFH”), a wholly owned subsidiary of
Guarantor. If all of the other conditions to Transferor’s obligations to effect the Closing are
satisfied or waived in accordance with the Agreement, Guarantor agrees to execute those documents,
and to cause MFH to execute those documents, so they can be delivered at the Closing.



Guarantor hereby irrevocably submits to the jurisdiction of the United States District Court
for the District of Minnesota or any state court located in Minneapolis or St. Paul, Minnesota, in
any action, suit or proceeding seeking to enforce any provision of, or based on any right arising
out of, this Guarantee, and agrees that any such action, suit or proceeding shall be brought only
in such court (and waives any objection based on forum non conveniens or any other objection to
venue therein).



This Guarantee shall be governed by and construed in accordance with the Laws of the State of
Delaware without giving effect to the conflicts of laws principles thereof that would apply the
laws of any other jurisdiction.



IN WITNESS WHEREOF this Guarantee has been duly executed and delivered by Guarantor on
December 18, 2008.



	 
	MUNICIPAL MORTGAGE & EQUITY LLC

	By: /s/ Michael L. Falcone

Name: Michael L. Falcone

Title: President and CEO







6




GUARANTEE




In order to induce MMA Mortgage Investment Corporation (“Transferor”) to enter into an
Acquisition Agreement (the “Agreement”) dated December 18, 2008 with Oak Grove Commercial Mortgage,
LLC (“Acquiror”), Mud Duck Equities LLC (“Guarantor”), a Delaware limited liability company,
unconditionally guarantees all the obligations of Acquiror under the Agreement.



Without limiting what is said in the preceding paragraph, Guarantor agrees as follows:



1. If at any time Acquiror fails to fulfill fully any of its obligations under the Agreement
if and when it is required to fulfill that obligation, Guarantor will cause Acquiror to fulfill
that obligation as promptly as practicable, and Guarantor will be liable to Transferor for any
damages it may suffer because Acquiror did not fulfill that obligation if and when it was required
to do so (whether or not Acquiror or Guarantor eventually fulfills that obligation) as fully as
though Guarantor were directly obligated to fulfill that obligation.



2. Guarantor unconditionally guarantees all obligations of Acquiror to indemnify Acquiror
contained in Section 14.01(b) or any other provision of the Agreement.



The guarantees set forth above are guarantees of performance, not merely guarantees of
payment. If Acquiror fails to fulfill any obligation under the Agreement if and when it is
required to do so, Transferor may seek and receive payment from Guarantor, or other type of
performance, to the extent permitted by the Agreement, by Guarantor of its obligations under this
Guarantee, without taking any action to compel Acquiror to fulfill its obligations under the
Agreement or to respond in damages for its failure to do so.



If the Agreement is amended in any respect, the obligations of Guarantor under this Guarantee
will apply to the amended Agreement whether or not Guarantor has been informed in advance of, or
has consented to, the amendment.



Transferor’s rights under this Guarantee will be in addition to, and not instead of, its
rights to seek to enforce the Agreement against Acquiror, and the fact that Transferor seeks to
cause Guarantor to fulfill its obligations under this Guarantee with regard to a failure of
Acquiror to fulfill obligations under the Agreement will not preclude Transferor from also seeking
monetary damages from Acquiror or seeking to compel Transferor to fulfill those obligations.



Transferor is aware that Acquiror is a newly formed entity that does not have the funds it is
required to deliver at the Closing under the Agreement, and that Acquiror expects to obtain those
funds from Guarantor. If all of the other conditions to Acquiror’s obligations to effect the
Closing are satisfied or waived in accordance with the Agreement, Guarantor agrees to provide to
Acquiror the Cash Closing Payment that Acquiror will be required to deliver at the Closing, and to
do so in time so that the Closing will take place after satisfaction or waiver of the conditions to
Closing as contemplated by the Agreement.



The Agreement requires Acquiror to deliver at the Closing certain documents executed by
Guarantor. If all of the other conditions to Acquiror’s obligations to effect the Closing are
satisfied or waived in accordance with the Agreement, Guarantor agrees to execute those documents
so they can be delivered at the Closing.



Guarantor hereby irrevocably submits to the jurisdiction of the United States District Court
for the District of Minnesota or any state court located in Minneapolis or St. Paul, Minnesota, in
any action, suit or proceeding seeking to enforce any provision of, or based on any right arising
out of, this Guarantee, and agrees that any such action, suit or proceeding shall be brought only
in such court (and waives any objection based on forum non conveniens or any other objection to
venue therein).



This Guarantee shall be governed by and construed in accordance with the laws of the State of
Delaware without giving effect to the conflicts of laws principles thereof that would apply the
laws of any other jurisdiction.



IN WITNESS WHEREOF this Guarantee has been duly executed and delivered by Guarantor on
December 18, 2008.



MUD DUCK EQUITIES LLC



By: /s/ David A. Williams

Name: David A. Williams

Title: CEO





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